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What changed in Reynolds Consumer Products Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Reynolds Consumer Products Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+229 added−231 removedSource: 10-K (2026-02-04) vs 10-K (2025-02-05)

Top changes in Reynolds Consumer Products Inc.'s 2025 10-K

229 paragraphs added · 231 removed · 189 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWalmart accounted for 31%, 30% and 30% and Sam’s Club accounted for 17%, 18% and 18% of our total net revenue in fiscal years 2024, 2023 and 2022, respectively. Walmart and Sam’s Club are affiliated entities.
Biggest changeCustomers A, B and C accounted for 31%, 17% and 11%, respectively, of our total net revenue in fiscal year 2025. Customer A and Customer B are affiliated entities. Sales to Customer A are concentrated more heavily in our Hefty Waste & Storage segment, and sales to Customer B are concentrated more heavily in our Hefty Tableware segment.
Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also measure their success in category growth, which positions us as a trusted strategic partner.
Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also generally measure their success in category growth, which positions us as a trusted strategic partner.
The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the SEC. 9 Table of Contents
The information contained on or connected to our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the SEC. 10 Table of Contents
Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems. Our Products Our portfolio consists of three main product groups: waste and storage products, cooking products and tableware.
Our Presto Products segment also includes our specialty business, which serves other consumer products companies by providing Fresh-Lock and Slide-Rite resealable closure systems. Our Products Our portfolio consists of four main product groups: cooking products, waste products, tableware products and storage products.
Our brands have #1 market share positions across nearly all our categories Category Brand Position Aluminum foil (U.S.) Aluminum foil (Canada) Parchment paper Wax paper Slow cooker liners Oven bags Freezer paper Party cups Foam dishes Slider bags Trash bags _____________________________________ Source: Circana Dollar Sales MULO+ latest 52 weeks ended December 29, 2024 and Nielsen MarketTrack latest 52 weeks ended December 28, 2024. 5 Table of Contents Our Segments We manage our operations in four reportable segments: Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products. • Reynolds Cooking & Baking : Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners.
Our brands have #1 market share positions across nearly all our categories Category Brand Position Aluminum foil (U.S.) Parchment paper Wax paper Slow cooker liners Oven bags Freezer paper Aluminum foil (Canada) Party cups Foam dishes Slider bags Trash bags Cutlery _____________________________________ Source: Circana Dollar Sales MULO+ latest 52 weeks ended December 28, 2025 and Nielsen MarketTrack latest 52 weeks ended December 27, 2025. 5 Table of Contents Our Segments We manage our operations in four reportable segments: Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products. • Reynolds Cooking & Baking : Through our Reynolds Cooking & Baking segment, we sell both branded and store brand aluminum foil, disposable aluminum pans, parchment paper, freezer paper, wax paper, butcher paper, plastic wrap, baking cups, oven bags and slow cooker liners.
Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.
Our branded products are sold under the Reynolds Wrap, Reynolds Kitchens and EZ Foil brands in the United States and select international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.
Available Information We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also make financial information, news releases and other information available on our corporate website at www.reynoldsconsumerproducts.com.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. We also make financial information, news releases and other information available on our corporate website at www.reynoldsconsumerproducts.com.
Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the slider bag and tall kitchen trash bag segments.
Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the food storage bag and tall kitchen trash bag segments.
We will continue to promote a culture that values inclusion and belonging and sees unique experiences and viewpoints as growing our understanding of how we can work better together. We will continue our efforts to build and retain a robust workforce that welcomes talent and capability to strengthen all aspects of our business.
We will continue to promote a culture that values our unique experiences and viewpoints as growing our understanding of how we can work better together. We will continue our efforts to build and retain a robust workforce that welcomes talent and capability to strengthen all aspects of our business.
Our Hefty branded products include dishes, party cups, cutlery and containers. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well.
Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well.
We are passionate about health and safety and pride ourselves on our strategy of prevention through proactive risk elimination and reduction. Our cross-functional leaders and team members work collaboratively to identify risks and to develop and implement control measures leveraging engineering solutions and new technology for mitigation.
We are passionate about health and safety and pride ourselves on our strategy of prevention through proactive hazard identification and risk mitigation. Our cross-functional leaders and team members work collaboratively to identify hazards and to develop and implement control measures leveraging engineering solutions and new technology designed for risk elimination and reduction.
Our talent management and succession planning process includes the identification of primary succession roles based on current and future business strategies, the identification of potential successors, a list of action items and a plan for talent development. As of December 31, 2024, we employed approximately 6,400 people, most of whom are located in our U.S. and Canada manufacturing facilities.
Our talent management and succession planning process includes the identification of primary succession roles based on current and future business strategies, the identification of potential successors and a plan for talent development. As of December 31, 2025, we employed approximately 6,000 people, most of whom are located in our U.S. and Canada manufacturing facilities.
Our competitive set consists of consumer products companies, including large and well-established multinational companies as well as smaller regional and local companies. These competitors include The Clorox Company, S.C. Johnson & Son, Inc., Poly-America, Handi-Foil Corporation, Republic Plastics, Ltd., Trinidad Benham Corporation and Inteplast Group, Ltd.
Competition The U.S. household consumer products market is mature and highly competitive. Our competitive set consists of consumer products companies, including large and well-established multinational companies as well as smaller regional and local companies. These competitors include The Clorox Company, S.C. Johnson & Son, Inc., Poly-America, Handi-Foil Corporation, Republic Plastics, Ltd., Trinidad Benham Corporation and Inteplast Group, Ltd.
Environmental, Health & Safety: We are committed to protecting the safety, health and security of our employees and that of the environments in which we operate. We are firm in our policy that we will not compromise employee health and safety or the environment for profit or production.
Approximately 23% of our employees are covered by collective bargaining agreements. Environmental, Health & Safety: We are committed to protecting the safety, health and security of our employees and that of the environments in which we operate. We are firm in our policy that we will not compromise employee health and safety or the environment for profit or production.
Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program. • Hefty Tableware : Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery.
Our robust product portfolio includes a full suite of products, including sustainable solutions such as compostable bags and bags made from recycled materials. • Hefty Tableware : Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery. Our Hefty branded products include dishes, party cups, cutlery and containers.
We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ECOSAVE and Hefty Compostable Printed Paper Plates.
We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs.
Our consolidated net revenues by product line for fiscal years 2024, 2023 and 2022 were as follows: For the Years Ended December 31, (in millions) 2024 2023 2022 Waste and storage (1) $ 1,555 $ 1,535 $ 1,550 Cooking products 1,247 1,273 1,287 Tableware 918 967 1,000 Unallocated (25) (19) (20) Net revenues $ 3,695 $ 3,756 $ 3,817 (1) Waste and storage products are comprised of our Hefty Waste & Storage and Presto Products segments. 6 Table of Contents Customers Our customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers.
Our consolidated net revenues by product line for fiscal years 2025, 2024 and 2023 were as follows: For the Years Ended December 31, (in millions) 2025 2024 2023 Cooking products $ 1,259 $ 1,206 $ 1,237 Waste products (1) 936 917 917 Tableware products 850 936 984 Storage products (1) 681 639 612 Unallocated (5) (3) 6 Net revenues $ 3,721 $ 3,695 $ 3,756 (1) Waste and storage products are comprised of our Hefty Waste & Storage and Presto Products segments. 6 Table of Contents Customers Our customer base includes leading grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers.
We have a direct sales force organized by customer type, including national accounts, regional accounts and eCommerce. Our sales force is responsible for sales across each of our segments and our portfolio of branded and store brand products. We complement our internal sales platform by selectively utilizing third-party brokers for certain products and customers.
We have a direct sales force organized by channel, including mass merchants, warehouse clubs, grocery stores/all other and eCommerce retailers. Our sales force is responsible for sales across each of our segments and our portfolio of branded and store brand products. We complement our internal sales platform by selectively utilizing third-party brokers for certain products and customers.
We are also subject to various laws and regulations related to data privacy and protection, including the California Consumer Privacy Act of 2018 (“CCPA”) and the European Union’s General Data Protection Regulation (“GDPR”). We have internal programs in place to manage and monitor global compliance with these various requirements.
We are also subject to various laws and regulations related to data privacy and protection, including the California Consumer Privacy Act of 2018 (“CCPA”) and the European Union’s General Data Protection Regulation (“GDPR”).
Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags.
Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners.
In addition to sales professionals, each of our top 20 customers has a dedicated customer support team, including category management, production planning and transportation teams, as well as customer service representatives. We utilize two routes of distribution to deliver our products to our customers. In many cases, we ship directly from our manufacturing plants to the customer’s distribution center.
In addition to sales professionals, each of our top customers has a dedicated customer support team, including category management, production planning, demand planning and transportation planning teams, as well as dedicated customer service representatives. We utilize two routes of distribution to deliver our products to our customers in cases where customer pickup is not their preferred choice.
We sell both branded and store brand products across our customer base. We generally sell our branded products pursuant to informal trading policies and our store brand products under one year or multi-year agreements.
We sell both branded and store brand products across our customer base. We generally sell our branded products pursuant to informal trading policies and our store brand products under one year or multi-year agreements. Three customers each accounted for sales greater than 10% of our total net revenue for fiscal year 2025.
Given the breadth of our product offerings, we are also able to optimize truckloads and reduce inventory for our retail partners by shipping trucks from mixing centers filled with SKUs across all of our product categories. Competition The U.S. household consumer products market is mature and highly competitive.
In many cases, we ship directly from our manufacturing plants to the customer’s distribution center. Given the breadth of our product offerings, we are also able to optimize truckloads and reduce inventory for our retail partners by shipping trucks from our mixing centers filled with SKUs across all of our product categories.
Sales to Walmart are concentrated more heavily in our Hefty Waste & Storage segment, and sales to Sam’s Club are concentrated more heavily in our Hefty Tableware segment. During fiscal year 2024, sales in North America and the United States represented 99% and 97% of our total sales, respectively.
Sales to Customer C are in our Reynolds Cooking & Baking, Hefty Tableware and Presto Products segments. During fiscal year 2025, sales in North America and the United States represented 99% and 98% of our total sales, respectively.
In 2024, we increased the post-consumer recycled content in some of our cups and we added compostable party cups to our assortment. • Presto Products : Through our Presto Products segment, we primarily sell store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap.
In 2025, we launched the line of Hefty ECOSAVE Cutlery, a high quality compostable offering. • Presto Products : Through our Presto Products segment, we primarily sell store brand products in three main consumer categories: food storage bags, trash bags, and plastic wrap.
To support our plants, we have also created a comprehensive hourly employee recruiting strategy for a consistent and efficient approach to identifying and onboarding diverse talent. 8 Table of Contents Regulatory As many of our products are used in food packaging, our business is subject to regulations governing products that may contact food in all the countries in which we have operations.
In 2025, we implemented a people analytics platform connecting all of our human resources information systems to drive and enhance our data-driven decision-making capability. 8 Table of Contents Regulatory As many of our products are used in food packaging, our business is subject to regulations governing products that may contact food in all the countries in which we have operations.
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Approximately 20% of our employees are covered by collective bargaining agreements. We have not experienced any significant union-related work stoppages over the last ten years. We believe our relationships with our employees and labor unions are satisfactory.
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Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags in the U.S. and select international markets, and as the Hefty brand for our food storage bags in the U.S. Our food storage bags are sold internationally as Reynolds, Diamond, or Hefty Basics brands based on the region.
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Talent Acquisition: We are committed to a workplace environment in which individual differences are recognized, respected and appreciated. We provide job opportunities for individual growth in our exciting, dynamic and fast-paced manufacturing plants and offices. Our management and Talent Acquisition teams use data from workforce planning and recruiting.
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We are committed to a workplace environment in which individual differences are recognized, respected and appreciated. Making Reynolds Consumer Products a great place to work is always at the forefront through our focus on continuously improving our recruitment processes and engaging our employees by providing a great candidate and welcoming new-hire experience.
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In 2024, we updated our applicant tracking system to better enable us to source and recruit talent in today’s challenging labor market, assist in a great candidate experience and provide a welcoming new-hire onboarding.
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To support our plants, we have also created a comprehensive hourly employee recruiting strategy for a consistent and efficient approach to identifying and onboarding talent. We strongly believe in providing opportunities for individual growth and advancement in our exciting, dynamic and fast-paced manufacturing plants and offices.
Removed
Many of our manufacturing facilities require environmental permits, such as those limiting air emissions. In addition, a number of governmental authorities, at the federal, state and local level in the United States and abroad, have implemented, considered, or are expected to consider, legislation aimed at reducing the amount of plastic waste, regulating product content and regulating environmental claims.
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We are committed to continuing to build robust talent processes in the areas of workforce and succession planning, and a performance driven culture where people are recognized and rewarded for their contributions.
Removed
Our business is subject to regulations that govern matters such as post-consumer recycled content, extended producer responsibility, compostability and recyclability claims, and use of Per- and Polyfluorinated Substances (“PFAS”). We have implemented compliance programs and procedures designed to achieve compliance with applicable laws and regulations.
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Many of our manufacturing facilities require environmental permits, such as those limiting air emissions. In addition, increased scrutiny of the environmental impact of single-use plastic products, particularly expanded polystyrene (foam), has led to new regulations and bans or restrictions on their sale in some jurisdictions.
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These regulations often focus on food ware items and could limit the products and materials we can sell in certain markets.
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Governmental authorities in the United States and abroad continue to adopt or propose legislation governing packaging and “packaging-like products.” These laws such as Extended Producer Responsibility (“EPR”) laws, post-consumer recycled (“PCR”) content laws and product labeling laws such as California SB 343, are intended to promote a circular economy, reduce plastic waste, mandate the use of recycled materials, regulate environmental marketing claims and prohibit certain substances in packaging and packaging-like products.
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EPR laws, enacted in several U.S. states and most Canadian provinces, aim to transfer the financial responsibility for disposing of packaging and, in several instances, packaging-like products, such as storage items, to the producers.
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These laws require producers to submit reports on packaging and packaging-like product supply, pay fees based on prior-year supply data and comply with state-specific policies to meet recyclability, compostability or reusability criteria. The lack of a uniform regulatory framework across the United States has created a complex and fragmented compliance environment.
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This variability adds complexity to our national marketing, product development and sales strategies. We have implemented compliance programs and procedures designed to ensure adherence with applicable laws and regulations.
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We have internal programs in place to manage and monitor global compliance with these various requirements. 9 Table of Contents Available Information We file annual, quarterly and current reports, proxy statements and other information with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PEI Group, including, among others: • the lease for our corporate headquarters in Lake Forest, Illinois; • the lease for a facility used for certain research and development activities in Canandaigua, New York; • supply agreements where we sell certain products (primarily aluminum foil containers and roll foil) to, and purchase certain products (primarily foam-related tableware) from Pactiv LLC (“Pactiv”), a member of PEI Group; • a warehousing and freight services agreement whereby Pactiv provides certain logistics services to us; and • insurance participation in a broader affiliated program.
Biggest changeWe have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PFL, including insurance participation in a broader affiliated program.
The loss of the use of all or a portion of any of our key manufacturing facilities, especially one that is a sole producer, or the loss of any key suppliers, due to any reason, including an accident, labor issues, weather conditions, natural disaster, a disease outbreak (including epidemics, pandemics or similar widespread public health concerns), cyber-attacks against our information systems (such as ransomware) or otherwise, could have a material adverse effect on our business, financial condition and results of operations.
The loss of the use of all or a portion of any of our key manufacturing facilities, especially one that is a sole producer, or the loss of any key suppliers, due to any reason, including an accident, labor issues, weather conditions, natural disaster, a disease outbreak (including epidemics, pandemics or similar widespread public health concerns), cyber-attacks against information systems (such as ransomware) or otherwise, could have a material adverse effect on our business, financial condition and results of operations.
If the IT or OT systems, networks or service providers relied upon fail to function properly, or if we suffer a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, or the inability to effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact our results of operations and/or financial condition.
If the IT or OT systems, networks or service providers relied upon fail to function properly, or if we suffer a loss or disclosure of customers’ and consumers’ data, business or stakeholder information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, or the inability to effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage and conduct operations, a risk of government enforcement action, litigation and possible liability, and reputational, competitive and/or business harm, which may adversely impact our results of operations and/or financial condition.
Graeme Richard Hart or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs, any of his immediate family 19 Table of Contents members or any of their respective affiliates (PFL and all of the foregoing, collectively, the “Hart Entities”) and any other transferee of all of the outstanding shares of common stock held at any time by the Hart Entities which are transferred other than pursuant to a widely distributed public sale (“Permitted Assigns”) beneficially own less than 50% of the outstanding shares of our common stock; • eliminate the ability of our stockholders to call special meetings of stockholders after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock; • prohibit stockholder action by written consent, instead requiring stockholder actions to be taken solely at a duly convened meeting of our stockholders, after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock; • permit our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock; • restrict the forum for certain litigation against us to the Court of Chancery of the State of Delaware; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Graeme Richard Hart or his estate, heirs, executor, administrator or other personal representative, or any of his immediate family members or any trust, fund or other entity which is controlled by his estate, heirs, any of his immediate family members or any of their respective affiliates (PFL and all of the foregoing, collectively, the “Hart Entities”) and any other transferee of all of the outstanding shares of common stock held at any time by the Hart Entities which are transferred other than pursuant to a widely distributed public sale (“Permitted Assigns”) beneficially own less than 50% of the outstanding shares of our common stock; • eliminate the ability of our stockholders to call special meetings of stockholders after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock; • prohibit stockholder action by written consent, instead requiring stockholder actions to be taken solely at a duly convened meeting of our stockholders, after the date on which the Hart Entities or Permitted Assigns beneficially own less than 50% of the outstanding shares of our common stock; • permit our board of directors, without further action by our stockholders, to fix the rights, preferences, privileges and restrictions of preferred stock, the rights of which may be greater than the rights of our common stock; • restrict the forum for certain litigation against us to the Court of Chancery of the State of Delaware; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Additional regulatory efforts addressing other environmental or safety concerns in the future could similarly impact our operations and financial results. ESG matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation.
Additional regulatory efforts addressing other environmental or safety concerns in the future could similarly impact our operations and financial results. Environmental matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation.
If we do not adapt to or comply with new regulations, or fail to meet the ESG goals under our ESG framework or evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for ESG issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.
If we do not adapt to or comply with new regulations, or fail to meet the environmental goals under our framework or evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the growing concern for environmental issues, customers and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business or financial condition may be adversely affected.
Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations. We typically do not enter into long-term fixed price purchase contracts for our principal raw materials.
Further developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, could have a material adverse effect on our business, financial condition and results of operations. We typically do not enter into long-term fixed price purchase contracts for our principal raw materials.
Any failure to achieve our ESG goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation.
Any failure to achieve our environmental goals or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could adversely affect our business and reputation.
The various uses of these systems, networks and services include, but are not limited to: • ordering and managing materials from suppliers; • converting materials to finished products; • managing our supply chain network; • shipping products to customers; • marketing and selling products to consumers; • processing transactions; • summarizing and reporting results of operations; • hosting, processing and sharing confidential and proprietary research, business plans and financial information; • complying with regulatory, legal or tax requirements; • providing data security; and 18 Table of Contents • handling other processes necessary to manage our business.
The various uses of these systems, networks and services include, but are not limited to: • ordering and managing materials from suppliers; • converting materials to finished products; • managing our supply chain network; • shipping products to customers; • marketing and selling products to consumers; • processing transactions; • summarizing and reporting results of operations; • hosting, processing and sharing confidential and proprietary research, business plans and financial information; • complying with regulatory, legal or tax requirements; • providing data security; and • handling other processes necessary to manage our business.
While we concluded that our goodwill and indefinite-lived intangible assets were not impaired during our annual impairment review performed during the fourth quarter of 2024, future events could cause us to conclude that the goodwill associated with a given reporting unit, or one of our indefinite-lived intangible assets, may have become impaired.
While we concluded that our goodwill and indefinite-lived intangible assets were not impaired during our annual impairment review performed during the fourth quarter of 2025, future events could cause us to conclude that the goodwill associated with a given reporting unit, or one of our indefinite-lived intangible assets, may have become impaired.
Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial condition. Some of our workforce is covered by collective bargaining agreements, and our business could be harmed in the event of a prolonged work stoppage. Approximately 20% of our employees are covered by collective bargaining agreements.
Any resulting impairment charge, although non-cash, could have a material adverse effect on our results of operations and financial condition. Some of our workforce is covered by collective bargaining agreements, and our business could be harmed in the event of a prolonged work stoppage. Approximately 23% of our employees are covered by collective bargaining agreements.
Non-compliance with, or liability related to, these laws, regulations and permits, which tend to become more stringent over time, could result in substantial fines or penalties, injunctive relief, requirements to install pollution control devices or other controls or equipment, civil or criminal sanctions, permit revocations or modifications and/or facility shutdowns, and could expose us to costs of investigation or remediation, as well as tort claims for property damage or personal injury, and could limit production.
Non-compliance with, or liability related to, these laws, regulations and permits, which tend to become more stringent over 18 Table of Contents time, could result in substantial fines or penalties, injunctive relief, requirements to install pollution control devices or other controls or equipment, civil or criminal sanctions, permit revocations or modifications and/or facility shutdowns, and could expose us to costs of investigation or remediation, as well as tort claims for property damage or personal injury, and could limit production.
If our products fail to compete successfully with other branded or private label offerings, demand for our products and our sales and profitability could be negatively impacted. 10 Table of Contents Loss of any of our key manufacturing facilities or of those of our key suppliers could have an adverse effect on our business.
If our products fail to compete successfully with other branded or private label offerings, demand for our products and our sales and profitability could be negatively impacted. 11 Table of Contents Loss of any of our key manufacturing facilities or of those of our key suppliers could have an adverse effect on our business.
Resin prices have also historically fluctuated with changes in crude oil and natural gas prices as well as changes in refining capacity and the demand for other petroleum-based products. We experienced significant increases in material costs in 2022, particularly in resin and aluminum prices, which negatively impacted our results.
Resin prices have also historically fluctuated with changes in crude oil and natural gas prices as well as changes in refining capacity and the demand for other petroleum-based products. We experienced significant increases in material costs in 2025, particularly in aluminum prices, which negatively impacted our results.
So long as it has the ability to nominate a majority of our board of directors, PFL will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors, and could preclude any acquisition of our company.
For so long as PFL has the ability to nominate a majority of our board of directors, PFL will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors, and could preclude any acquisition of our company.
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of the board of directors consist of independent directors; • the requirement that our compensation, nominating and corporate governance committee be composed entirely of independent directors; and • the requirement for an annual performance evaluation of our compensation, nominating and corporate governance committee.
Under these rules, a listed company of which more than 50% of the voting 23 Table of Contents power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of the board of directors consist of independent directors; • the requirement that our compensation, nominating and corporate governance committee be composed entirely of independent directors; and • the requirement for an annual performance evaluation of our compensation, nominating and corporate governance committee.
There can be no assurance that our board of directors will not reduce the amount of regular cash dividends or cause us to cease paying dividends altogether. 20 Table of Contents We could incur significant liability if our separation from PEI Group fails to qualify as a tax-free transaction for U.S. federal income tax purposes.
There can be no assurance that our board of directors will not reduce the amount of regular cash dividends or cause us to cease paying dividends altogether. We could incur significant liability if our separation from PEI Group fails to qualify as a tax-free transaction for U.S. federal income tax purposes.
Our ability to compete successfully depends on our ability to develop and maintain brands that are meaningful to consumers. The development and maintenance of such brands requires significant investment in product innovation, brand-building, advertising and marketing.
Our brands are critical to our success. Our ability to compete successfully depends on our ability to develop and maintain brands that are meaningful to consumers. The development and maintenance of such brands requires significant investment in product innovation, brand-building, advertising and marketing.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we will not be fully insured against all risks associated with pollution and other environmental incidents or impacts.
As a result of market conditions, premiums and deductibles for certain insurance policies can increase substantially, and in some instances, certain insurance policies are economically unavailable or available only for reduced amounts of coverage. For example, we will not be fully insured 20 Table of Contents against all risks associated with pollution and other environmental incidents or impacts.
In addition, changes to the mix of products that we sell or product portfolio optimization efforts may adversely impact our net sales, profitability and cash flow. We may incur liabilities, experience harm to our reputation and brands, or be forced to recall products as a result of real or perceived product quality or other product-related issues.
In addition, changes to the mix of products that we sell or product portfolio optimization efforts may adversely impact our net sales, profitability and cash flow. 14 Table of Contents We may incur liabilities, experience harm to our reputation and brands, or be forced to recall products as a result of real or perceived product quality or other product-related issues.
We may incur additional costs to control, assess and report on ESG metrics as the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control.
We may incur additional costs to control, assess and report on environmental metrics as the nature, scope and complexity of environmental related reporting, diligence and disclosure requirements expand. Our ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of our control.
If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing stockholders may experience dilution. 16 Table of Contents Market interest rates have increased and could continue to increase our interest costs.
If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and, in the case of equity and equity-linked securities, our existing stockholders may experience dilution. Market interest rates have increased and could continue to increase our interest costs.
In preparation for our IPO, PEI Group effected certain distributions pursuant to the Corporate Reorganization to transfer its interests in us to PFL in a manner that was intended to qualify as tax-free to PFL and PEI Group under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (“Code”).
In preparation for our IPO, PEI Group effected certain distributions to transfer its interests in us to PFL in a manner that was intended to qualify as tax-free to PFL and PEI Group under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (“Code”).
In addition, in the future, our growth strategy may include expanding our international operations, which would be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and the imposition of tariffs and trade restrictions, which could adversely affect our financial results.
In addition, in the future, our growth strategy may include expanding our international operations, which would be subject to foreign market risks, including, among others, foreign currency fluctuations, economic or political instability and additional tariffs and trade restrictions, which could adversely affect our financial results.
In any case, such claims could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of their outcome. Goodwill and indefinite-lived intangible assets are a material component of our balance sheet and impairments of these assets could have a significant impact on our results.
In any case, such claims could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of their outcome. 16 Table of Contents Goodwill and indefinite-lived intangible assets are a material component of our balance sheet and impairments of these assets could have a significant impact on our results.
Additionally, as long as PFL continues to control a majority of the voting power of our outstanding common stock, it is generally able to determine the outcome of all corporate actions requiring stockholder approval. PFL and its affiliates engage in a broad spectrum of activities.
Additionally, as long as PFL continues to control a majority of the voting power of our outstanding common stock, it is generally able to determine the outcome of all corporate actions requiring stockholder approval. 22 Table of Contents PFL and its affiliates engage in a broad spectrum of activities.
While PFL controls a majority of the voting power of our outstanding common stock, we intend to rely on these exemptions and, as a result, will not have a majority of independent directors on our board of directors or a compensation, nominating and corporate 22 Table of Contents governance committee consisting entirely of independent directors.
While PFL controls a majority of the voting power of our outstanding common stock, we intend to rely on these exemptions and, as a result, will not have a majority of independent directors on our board of directors or a compensation, nominating and corporate governance committee consisting entirely of independent directors.
Increased regulatory requirements, including in relation to various aspects of ESG, such as California’s recent enactment of climate-related disclosure laws, or environmental causes may result in increased compliance costs or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
Increased regulatory requirements, including in relation to various aspects of environmental matters, such as California’s climate-related disclosure laws, or environmental causes may result in increased compliance costs or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the United States and other countries and have impacted the cost of certain raw materials, including aluminum and resin.
For example, the imposition by the U.S. government of tariffs on products imported from certain countries and trade sanctions against certain countries have introduced greater uncertainty with respect to policies affecting trade between the United States and other countries and have impacted the cost of certain raw materials used in our business, including aluminum and resin.
If we are unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow our product categories, effectively adopt new technologies, and/or develop, acquire or successfully launch new products or brands, we may not achieve our sales growth objectives.
If we are unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow our product categories, effectively and responsibly adopt new technologies, including artificial intelligence, and/or develop, acquire or successfully launch new products or brands, we may not achieve our sales growth objectives.
There has been an increased focus from stakeholders and regulators related to environmental, social and governance (“ESG”) matters across all industries in recent years. This increased focus and activism related to ESG may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s ESG practices.
There has been an increased focus from stakeholders and regulators related to environmental matters across all industries in recent years. This increased focus and activism related to environmental matters may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s environmental matters practices.
In addition, we have implemented price increases and may implement additional price increases in the future, which may slow sales growth or create volume declines in the short term as customers and consumers adjust to these price increases. Competitors may or may not take competitive actions, which may lead to sales declines and loss of market share for us.
In addition, we have implemented price increases and may implement additional price increases in the future, which may slow sales growth or create volume declines as customers and consumers react to these price increases. Competitors may or may not take competitive actions, which may lead to sales declines and loss of market share for us.
We depend on intellectual property rights licensed from third parties, and disputes regarding, or termination of, these licenses could result in loss of rights, which could harm our business. We are dependent in part on intellectual property rights licensed from third parties.
We depend on intellectual property rights licensed from third parties, and disputes regarding, or termination of, these licenses could result in loss of rights, which could harm our business. We may be dependent in part on intellectual property rights licensed from third parties.
There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these legislative measures. 15 Table of Contents In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations.
There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these legislative measures. In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations.
Any of these disruptions could adversely impact our business and results of operations. Risks Related to Liquidity and Indebtedness We have significant debt, which could adversely affect our financial condition and ability to operate our business.
Any of these disruptions could adversely impact our business and results of operations. 17 Table of Contents Risks Related to Liquidity and Indebtedness We have significant debt, which could adversely affect our financial condition and ability to operate our business.
The supply of these materials could be disrupted for a wide variety of reasons, including political and economic instability, the financial stability of our suppliers, their ability to meet our standards, labor problems, the availability and prices of raw materials, currency exchange rates, transport availability and cost, transport security and inflation, and other factors beyond our control.
The supply of these materials could be disrupted for a wide variety of reasons, including political and economic instability, the financial stability of our suppliers, their ability to meet our standards, labor problems, extreme weather events, the availability and prices of raw materials, currency exchange rates, transport availability and cost, transport security and inflation, power grid instability, and other factors beyond our control.
For so long as we are controlled by PFL, we may be unable to negotiate renewals or amendments to these agreements, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party. 24 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
For so long as we are controlled by PFL, we may be unable to negotiate renewals or amendments to the outstanding agreement, if required, on terms as favorable to us as those we would be able to negotiate with an unaffiliated third party. 24 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our business could be impacted by changes in consumer lifestyle and environmental concerns, as well as current and future laws and regulations related to environmental matters.
Our business has been, and could continue to be, impacted by changes in consumer lifestyle and environmental concerns, as well as current and future laws and regulations related to environmental matters.
Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter. This is driven by higher levels of sales of cooking products around major U.S. holidays in our fourth quarter, primarily due to the holiday use of Reynolds Wrap, Reynolds Oven Bags, Reynolds Parchment Paper and disposable aluminum pans.
This is driven by higher levels of sales of cooking products around major U.S. holidays in our fourth quarter, primarily due to the holiday use of Reynolds Wrap, Reynolds Oven Bags, Reynolds Parchment Paper and disposable aluminum pans.
Any interruption in the supply of raw materials for an extended period of time could have a material adverse effect on our business, financial condition and results of operations. Labor shortages and increased labor costs have had and could have a material adverse effect on our business and operations.
Any interruption in the supply of energy or raw materials for an extended period of time could have a material adverse effect on our business, financial condition and results of operations. 12 Table of Contents Labor shortages and increased labor costs have had and could have a material adverse effect on our business and operations.
If we face labor shortages and incur further increases to labor costs as a result of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefit costs, our operating expenses could increase and our growth and results of operations could be adversely impacted. 11 Table of Contents Our brands are critical to our success.
If we face labor shortages and incur further increases to labor costs as a result of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefit costs, our operating expenses could increase and our growth and results of operations could be adversely impacted.
As of December 31, 2024, the unhedged portion of our Term Loan Facility was approximately $545 million, and any borrowings under our Revolving Facility are subject to interest rate volatility.
As of December 31, 2025, the unhedged portion of our Term Loan Facility was approximately $586 million, and any borrowings under our Revolving Facility are subject to interest rate volatility.
We are subject to the tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative measures may be enacted that could adversely affect our overall tax positions regarding income or other taxes.
Tax legislation initiatives or challenges to our tax positions could adversely affect our operations and financial condition. We are subject to the tax laws and regulations of the U.S. federal, state and local governments. From time to time, legislative measures may be enacted that could adversely affect our overall tax positions regarding income or other taxes.
The primary raw materials we use are plastic resins, particularly polyethylene and polystyrene, and aluminum. The prices of our raw materials have fluctuated significantly in recent years. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors.
Raw material costs represent a significant portion of our cost of sales. The primary raw materials we use are plastic resins, particularly polyethylene and polystyrene, and aluminum. The prices of our raw materials have fluctuated significantly in recent years. Aluminum prices have been historically volatile as aluminum is a cyclical commodity with prices subject to global market factors.
Such related party transactions may also potentially involve conflicts of interest; for example, in the event of a dispute under any of these related party agreements, PEI Group could decide the matter in a way adverse to us, and our ability to enforce our contractual rights may be limited.
Such related party transactions may also potentially involve conflicts of interest; for example, in the event of a dispute under the related party agreement, PFL could decide the matter in a way adverse to us, and our ability to enforce our contractual rights may be limited.
We depend on our senior executive officers and other key personnel to operate our businesses, develop new products and technologies and service our customers. The loss of any of these key personnel could adversely affect our operations.
We depend on our senior executive officers and other key personnel to operate our businesses, develop new products and technologies and service our customers. The loss of any of these key personnel could adversely affect our operations. From time to time there may be changes to key personnel.
As of December 31, 2024, we had $1,695 million of outstanding indebtedness under our senior secured term loan facility (“Term Loan Facility”) maturing in 2027 and $694 million of borrowing capacity under our senior secured revolving credit facility (“Revolving Facility”) maturing in 2029 (the Term Loan Facility and the Revolving Facility, the “External Debt Facilities”).
As of December 31, 2025, we had $1,586 million of outstanding indebtedness under our senior secured term loan facility (“Term Loan Facility”) maturing in 2032 and $693 million of borrowing capacity under our senior secured revolving credit facility (“Revolving Facility”) maturing in 2029 (the Term Loan Facility and the Revolving Facility, the “External Debt Facilities”).
The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the intellectual property being licensed or increase what we believe to be our financial or other obligations under the relevant agreement. Termination of or disputes over such licenses could result in the loss of significant rights.
The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the intellectual property being licensed or increase what we believe to be our financial or other obligations under the relevant agreement.
It is possible that we will lose customers, which may materially and adversely affect our business, financial condition and results of operations. We rely on a relatively small number of customers for a significant portion of our revenue.
It is possible that we will lose customers, which may materially and adversely affect our business, financial condition and results of operations. We rely on a relatively small number of customers for a significant portion of our revenue. In 2025, sales to our top ten customers accounted for 74% of our total revenue.
Our business has been and continues to be impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs and similar matters. Fluctuations in raw material and energy costs could adversely affect our business, financial condition and results of operations. Raw material costs represent a significant portion of our cost of sales.
Our business has been and continues to be impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs and similar matters. Fluctuations in raw material and energy costs have adversely affected, and could in the future adversely affect, our business, financial condition and results of operations.
Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation. 13 Table of Contents We are affected by seasonality. Portions of our business have historically been moderately seasonal.
Such events, if they were to occur, could harm our image and adversely affect our business, as well as require resources to rebuild our reputation. We are affected by seasonality. Portions of our business have historically been moderately seasonal. Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter.
We may have difficulty acquiring or integrating product lines or businesses, which could impact our business, financial condition and results of operations. We may continue to pursue acquisitions of brands, businesses, assets or technologies from third parties.
Any of these factors could have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents We may have difficulty acquiring or integrating product lines or businesses, which could impact our business, financial condition and results of operations. We may continue to pursue acquisitions of brands, businesses, assets or technologies from third parties.
Because PFL’s interests may differ from ours or from those of our other stockholders, actions that PFL takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our common stock.
Because PFL’s interests may differ from ours or from those of our other stockholders, actions that PFL takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our common stock. We have entered, and may continue to enter, into certain related party transactions.
While we continue to work on various incremental cost savings programs, if we cannot successfully develop and implement cost savings plans, or if the cost of making these changes increases, we will not realize all anticipated benefits, which could materially and adversely affect our business, financial condition and results of operations.
While we continue to work on various incremental cost savings programs, operational excellence improvements, and product innovation including sustainable development, if we cannot successfully implement these strategic initiatives, or if the cost of making these changes increases, we may not realize all anticipated benefits, which could materially and adversely affect our business, financial condition and results of operations.
Although we believe that our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products and brands may infringe on the intellectual property rights of others, and in the past we have been, and in the future we may be, subject to claims asserting infringement, misuse or other violation of intellectual property rights and seeking damages, the payment of royalties or licensing fees, and/or injunctions against the sales of our products.
Our products and brands may infringe on the intellectual property rights of others, and in the past we have been, and in the future we may be, subject to claims asserting infringement, misuse or other violation of intellectual property rights and seeking damages, the payment of royalties or licensing fees, and/or injunctions against the sales of our products.
However, these rights do not afford complete protection against third parties. For example, patents, trademarks and copyrights are territorial; thus, our business will only be protected by these rights in those jurisdictions in 14 Table of Contents which we have been issued patents or have trademarks or copyrights, or have obtained licenses to use such patents, trademarks or copyrights.
For example, patents, trademarks and copyrights are territorial; thus, our business will only be protected by these rights in those jurisdictions in which we have been issued patents or have trademarks or copyrights, or have obtained licenses to use such patents, trademarks or copyrights.
Johnson & Son, Inc., Poly-America, Handi-Foil Corporation, Republic Plastics, Ltd., Trinidad Benham Corporation and Inteplast Group, Ltd. Although capital costs, intellectual property and technology may create barriers to entry, we face the threat of competition from new entrants to our markets as well as from existing competitors, including competitors outside the United States who may have lower production costs.
Although capital costs, intellectual property and technology may create barriers to entry, we face the threat of competition from new entrants to our markets as well as from existing competitors, including competitors outside the United States who may have lower production costs.
In particular, reduced trucking capacity, due to a shortage of drivers, the federal regulation requiring drivers to electronically log their driving hours and adverse weather conditions, among other reasons, have caused an increase in our cost of transportation. Any interruption in our supply of raw materials could harm our business, financial condition and results of operations.
In particular, reduced trucking capacity, due to a shortage of drivers, the federal regulation requiring drivers to electronically log their driving hours and adverse weather conditions, among other reasons, have caused an increase in our cost of transportation, and could continue to do so in the future.
Additionally, the high U.S. employment levels in our industry in recent years have increased turnover as compared to prior periods at some of our facilities and made hiring and retaining hourly employees more difficult. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.
Additionally, the high U.S. employment levels in our industry in recent years have increased turnover as compared to prior periods at some of our facilities and made hiring and retaining hourly employees more difficult.
As a result, we may be precluded from pursuing certain advantageous transactions or growth initiatives. Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PEI Group, PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects.
Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects.
We historically operated as part of Pactiv Evergreen Inc. (“PEI”) and its subsidiaries (together with PEI, “PEI Group”).
Prior to our initial public offering (“IPO”) in 2020, we historically operated as part of Pactiv Evergreen Inc. (“PEI”) and its subsidiaries (together with PEI, “PEI Group”).
Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price. 12 Table of Contents Our profitability and cash flows could suffer if we are unable to generate cost savings in our manufacturing and distribution processes.
Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price. Our profitability and cash flows could suffer if we are unable to execute on our strategic initiatives.
Global supply chain issues and other macroeconomic factors in the past have resulted in an inflationary environment that led to increased raw material costs and other input costs. The additional costs resulting from this inflationary environment and its constraints to our supply chain and distribution networks may again unfavorably impact our gross margin and operating results in future periods.
The additional costs resulting from this inflationary environment and its constraints to our supply chain and distribution networks may again unfavorably impact our gross margin and operating results in future periods.
Furthermore, we have entered into a stockholders agreement with PFL which, among other matters, provides PFL with the right to nominate a certain number of directors to our board of directors so long as the Hart Entities beneficially own at least 10% of the outstanding shares of our common stock.
Furthermore, we have entered into a stockholders agreement with PFL which, among other matters, provides PFL with the right to nominate a certain number of directors to our board of directors so long as the Hart Entities beneficially own at least 10% of the outstanding shares of our common stock. 21 Table of Contents Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders.
Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, increasing the difficulty of preventing, detecting and successfully defending against them.
In addition, the rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may intensify our cybersecurity risks. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, increasing the difficulty of preventing, detecting and successfully defending against them.
We are generally also subject to all of the same risks with respect to protection of intellectual property that we license as we are for intellectual property that we own. Any failure on our part or the part of our licensors to adequately protect this intellectual property could have a material adverse effect on our business and results of operations.
Any failure on our part or the part of our licensors to adequately protect this intellectual property could have a material adverse effect on our business and results of operations.
These demands could impact the profitability of our products, cause us to incur additional costs, to make changes to our operations, or to make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose us to market, operational and execution costs and risks. 17 Table of Contents Concern over climate change or plastics and packaging materials, in particular, may result in new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment.
These demands could impact the profitability of our products, cause us to incur additional costs, to make changes to our operations, or to make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose us to market, operational and execution costs and risks.
If market conditions change, resulting in us overestimating or underestimating demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could materially and adversely affect our business, financial condition and results of operations.
If market conditions change, resulting in us overestimating or underestimating demand for any of our products during a given season, we may not maintain appropriate inventory levels, which could materially and adversely affect our business, financial condition and results of operations. 13 Table of Contents Global supply chain issues and other macroeconomic factors in the past have resulted in an inflationary environment that led to increased raw material costs and other input costs.
We are dependent on our suppliers for an uninterrupted supply of key raw materials in a timely manner.
Any interruption in our supply of energy or raw materials could harm our business, financial condition and results of operations. We are dependent on our suppliers for an uninterrupted supply of energy and key raw materials in a timely manner.
Potential conflicts or disputes may arise between PEI Group, PFL or Rank and us in a number of areas relating to our past or ongoing relationships, including: • tax, employee benefit, indemnification and other matters arising from our relationship with PEI Group, PFL or Rank; • business combinations involving us; • the nature, quality and pricing of services PEI Group and Rank have agreed to provide us; • business opportunities that may be attractive to us and PEI Group; • intellectual property or other proprietary rights; and • joint sales and marketing activities with PEI Group. 23 Table of Contents The resolution of any potential conflicts or disputes between us, PEI Group, PFL or Rank or their subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party.
Potential conflicts or disputes may arise between PFL or Rank and us in a number of areas relating to our past or ongoing relationships, including: • tax, employee benefit, indemnification and other matters arising from our relationship with PFL or Rank; • business combinations involving us; • the nature, quality and pricing of services Rank have agreed to provide us; and • intellectual property or other proprietary rights.
In addition, following a consolidation, our customers may close stores, reduce inventory or switch suppliers. Any of these factors could negatively impact our business, financial condition and results of operations. We operate in competitive markets. We operate in competitive markets. Our main competitors include The Clorox Company, S.C.
Consolidation among our customers could increase their ability to apply pricing pressure, and thereby force us to reduce our selling prices or lose sales. In addition, following a consolidation, our customers may close stores, reduce inventory or switch suppliers. Any of these factors could negatively impact our business, financial condition and results of operations. We operate in competitive markets.
We may not be successful in obtaining, maintaining and enforcing sufficient intellectual property rights to protect our business, or in avoiding claims that we infringe on the intellectual property rights of others. We rely on intellectual property rights such as patents, trademarks and copyrights, as well as unpatented proprietary knowledge and trade secrets, to protect our business.
Any impairment charges could adversely affect our financial position. We may not be successful in obtaining, maintaining and enforcing sufficient intellectual property rights to protect our business, or in avoiding claims that we infringe on the intellectual property rights of others.
Work stoppages could negatively impact our ability to manufacture our products on a timely basis, which could have a material adverse effect on our results of operations and financial condition. Tax legislation initiatives or challenges to our tax positions could adversely affect our operations and financial condition.
In addition, the presence of unions may limit our flexibility in dealing with our workforce. Work stoppages could negatively impact our ability to manufacture our products on a timely basis, which could have a material adverse effect on our results of operations and financial condition.
These changes in consumer lifestyle, environmental concerns or other considerations may result in a decrease in the demand for certain of our current products, an increase in expenditures to attempt to adapt and respond to these concerns, and an inability to respond through innovation or acquisition of assets we do not currently own, any of which could materially and adversely affect our business, financial condition and results of operations.
Shifts in consumer concerns or preferences may reduce demand for certain existing products, require increased expenditures to adapt to these expectations or create new challenges in responding through innovation or through the acquisition of capabilities or assets we do not currently possess. Any of these outcomes could materially and adversely affect our business, financial condition or results of operations.
Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. PEI Group may compete with us, and its competitive position in certain markets may constrain our ability to build and maintain partnerships.
Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Future regulatory and legislative change could affect the economics of our business activities, lead to changes in operating practices, affect our customers and influence the demand for and the cost of providing products and services to our customers.
This variability adds complexity to our national marketing, product development and sales strategies. Regulatory and legislative changes may affect the economics of our business activities, prompt changes in our operating practices, influence our customers, or alter demand for and the cost of our products.
We adjust prices, where possible, to attempt to mitigate the effect of production cost increases, including raw materials, but these increases are not always possible or may not cover the increased raw material costs. For example, we implemented multiple rounds of price increases in 2022, however those pricing actions typically lagged material cost increases.
We adjust prices, where possible, to attempt to mitigate the effect of production cost increases, including raw materials, but these increases are not always possible or may not cover the increased raw material costs. Our manufacturing operations and distribution network rely heavily on a stable and continuous supply of electricity.
We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor collective bargaining agreements without impacting our financial condition. In addition, the presence of unions may limit our flexibility in dealing with our workforce.
If we encounter difficulties with renegotiations or renewals of collective bargaining arrangements or are unsuccessful in those efforts, we could incur additional costs and experience work stoppages. We cannot predict how stable our union relationships will be or whether we will be able to successfully negotiate successor collective bargaining agreements without impacting our financial condition.
In addition, over the last several years, there has been a trend toward consolidation among our customers in the retail industry and we expect that this trend will continue. Consolidation among our customers could increase their ability to apply pricing pressure, and thereby force us to reduce our selling prices or lose sales.
The loss of any of our significant customers would have a material adverse effect on our business, financial condition and results of operations. In addition, over the last several years, there has been a trend toward consolidation among our customers in the retail industry and we expect that this trend will continue.
Sustainability concerns, including the recycling of products, have received increased focus in recent years and are expected to play an increasing role in brand management and consumer purchasing decisions.
Sustainability considerations have also gained increasing consumer attention and are expected to remain an important factor in brand management and purchasing decisions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRefer to “A cyber-attack or failure of one or more key information technology systems, operational technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business and reputation” in Item 1A. “Risk Factors” for information regarding material risks from cybersecurity threats that affect us.
Biggest changeHowever, we are subject to ongoing risks from cybersecurity threats that could materially affect us, including our business strategy, results of operations, or financial conditions, as further described in “A cyber-attack or failure of one or more key information technology systems, operational technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business and reputation” in Item 1A.
We also perform periodic information security capabilities reviews for existing third-party service providers based on the risks identified in the initial review, or if events and circumstances necessitate a review.
We also perform periodic information security capabilities reviews for existing third-party service providers based on the risks identified in the initial review, or if events and circumstances necessitate a review. As a part of our comprehensive defense strategy we conduct monthly mandatory user training and bi-monthly phishing simulation exercises.
Added
To date, we have not identified any risks from cybersecurity incidents or threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our corporate headquarters are located in Lake Forest, Illinois. In addition, as of December 31, 2024, our production and distribution network consisted of 27 manufacturing and warehouse facilities in 12 states and one manufacturing facility and one warehouse in Canada, which are used to produce and store the products sold in all four of our business segments.
Biggest changeITEM 2. PROPERTIES Our corporate headquarters are located in Lake Forest, Illinois. In addition, as of December 31, 2025, our production and distribution network consisted of 29 manufacturing and warehouse facilities in 12 states and one manufacturing facility and one warehouse in Canada, which are used to produce and store the products sold in all four of our business segments.
We own the majority of our physical properties. We believe that all of our properties are in good operating condition and are suitable to adequately meet our current needs. 25 Table of Contents
We own the majority of our manufacturing facilities. We believe that all of our properties are in good operating condition and are suitable to adequately meet our current needs. 25 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we are a party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. We have established reserves for legal matters that are probable and estimable, and at December 31, 2024, these reserves were not significant.
Biggest changeITEM 3. LEGAL PROCEEDINGS From time to time, we are a party to various claims, charges and litigation matters arising in the ordinary course of business. Management and legal counsel regularly review the probable outcome of such proceedings. We have established reserves for legal matters that are probable and estimable, and at December 31, 2025, these reserves were not significant.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plan Information The information required by this Item concerning our equity compensation plan is incorporated herein by reference to Part III, Item 12 of this report. 27 Table of Contents Performance Graph The following graph compares our cumulative total stockholder return from January 31, 2020 to December 31, 2024 to that of the S&P 500 Index, the Russell MidCap Index and a peer group.
Biggest changeEquity Compensation Plan Information The information required by this Item concerning our equity compensation plan is incorporated herein by reference to Part III, Item 12 of this report. 27 Table of Contents Performance Graph The following graph compares our cumulative total stockholder return from December 31, 2020 to December 31, 2025 to that of the S&P 500 Index, the Russell MidCap Index and a peer group.
The graph assumes that the value for the investment in our common stock, each index and the peer group was $100 on January 31, 2020, and that all dividends were reinvested.
The graph assumes that the value for the investment in our common stock, each index and the peer group was $100 on December 31, 2020, and that all dividends were reinvested.
Prior to that date, there was no public trading market for our common stock. Stockholders As of January 31, 2025, there were three holders of record of our common stock. The actual number of our stockholders is greater than this number, and includes beneficial owners whose shares are held in “street name” by banks, brokers and other nominees.
Prior to that date, there was no public trading market for our common stock. Stockholders As of January 30, 2025, there were four holders of record of our common stock. The actual number of our stockholders is greater than this number, and includes beneficial owners whose shares are held in “street name” by banks, brokers and other nominees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNo such costs were incurred during the years ended December 31, 2024 and 2023. 32 Table of Contents The following table presents a reconciliation of our net income and diluted EPS, the most directly comparable GAAP financial measures, to Adjusted Net Income and Adjusted EPS: Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 (in millions, except for per share data) Net Income Diluted Shares Diluted EPS Net Income Diluted Shares Diluted EPS Net Income Diluted Shares Diluted EPS As Reported - GAAP $ 352 210.4 $ 1.67 $ 298 210.0 $ 1.42 $ 258 209.9 $ 1.23 Adjustments: IPO and separation-related costs (1) — — — — — — 9 209.9 0.04 Other (1) — — — — — — 2 209.9 0.01 Adjusted (Non-GAAP) $ 352 210.4 $ 1.67 $ 298 210.0 $ 1.42 $ 269 209.9 $ 1.28 (1) Amounts are after tax, calculated using a tax rate of 23.6% for the year ended December 31, 2022, which is our effective tax rate for that period. 33 Table of Contents Results of Operations The following discussion should be read in conjunction with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Biggest changeThe following table presents a reconciliation of our net income and diluted EPS, the most directly comparable GAAP financial measures, to Adjusted Net Income and Adjusted EPS: Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 (in millions, except for per share data) Net Income Diluted Shares Diluted EPS Net Income Diluted Shares Diluted EPS Net Income Diluted Shares Diluted EPS As Reported - GAAP $ 301 210.4 $ 1.43 $ 352 210.4 $ 1.67 $ 298 210.0 $ 1.42 Adjustments: Debt refinancing expense (1) 10 210.4 0.05 — — — — — — Costs to execute strategic initiatives (1) 19 210.4 0.09 — — — — — — CEO transition costs (1) 15 210.4 0.07 — — — — — — Adjusted (Non-GAAP) $ 345 210.4 $ 1.64 $ 352 210.4 $ 1.67 $ 298 210.0 $ 1.42 (1) Amounts are after tax, calculated based on the applicable tax treatment of each adjustment, using a normalized effective tax rate of 23.3% for deductible items and 0% for non-deductible items. 33 Table of Contents Results of Operations The following discussion should be read in conjunction with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
All obligations under the Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended External Debt Facilities or any of its affiliates and certain other persons, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by: (i) a perfected first-priority pledge of all the equity interests of each wholly-owned material restricted subsidiary of RCPI, the Borrower or a subsidiary guarantor, including the equity interests of the Borrower (limited to 65% of voting stock in the case of first-tier non-U.S. subsidiaries of RCPI, the Borrower or any subsidiary guarantor) and (ii) perfected first-priority security interests in substantially all tangible and intangible personal property of RCPI, the Borrower and the subsidiary guarantors (subject to certain other exclusions). 38 Table of Contents Certain covenants and events of default The Amended External Debt Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the restricted subsidiaries of RCPI to: • incur additional indebtedness and guarantee indebtedness; • create or incur liens; • engage in mergers or consolidations; • sell, transfer or otherwise dispose of assets; • pay dividends and distributions or repurchase capital stock; • prepay, redeem or repurchase certain indebtedness; • make investments, loans and advances; • enter into certain transactions with affiliates; • enter into agreements which limit the ability of our restricted subsidiaries to incur restrictions on their ability to make distributions; and • enter into amendments to certain indebtedness in a manner materially adverse to the lenders.
All obligations under the External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the External Debt Facilities or any of its affiliates and certain other persons, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by: (i) a perfected first-priority pledge of all the equity interests of each wholly-owned material restricted subsidiary of RCPI, the Borrower or a subsidiary guarantor, including the equity interests of the Borrower (limited to 65% of voting stock in the case of first-tier non-U.S. subsidiaries of RCPI, the Borrower or any subsidiary guarantor) and (ii) perfected first-priority security interests in substantially all tangible and intangible personal property of RCPI, the Borrower and the subsidiary guarantors (subject to certain other exclusions). 38 Table of Contents Certain covenants and events of default The External Debt Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the restricted subsidiaries of RCPI to: • incur additional indebtedness and guarantee indebtedness; • create or incur liens; • engage in mergers or consolidations; • sell, transfer or otherwise dispose of assets; • pay dividends and distributions or repurchase capital stock; • prepay, redeem or repurchase certain indebtedness; • make investments, loans and advances; • enter into certain transactions with affiliates; • enter into agreements which limit the ability of our restricted subsidiaries to incur restrictions on their ability to make distributions; and • enter into amendments to certain indebtedness in a manner materially adverse to the lenders.
We expect to continue paying cash dividends on a quarterly basis; however, future dividends are at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual limitations (including under the Amended External Debt Facilities) and other factors. **** We believe that our projected cash position, cash flows from operations, including proceeds from factored receivables, and available borrowings under the Revolving Facility are sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future.
We expect to continue paying cash dividends on a quarterly basis; however, future dividends are at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, financial condition, contractual limitations (including under the External Debt Facilities) and other factors. **** We believe that our projected cash position, cash flows from operations, including proceeds from factored receivables, and available borrowings under the Revolving Facility are sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future.
The lenders under the Amended External Debt Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans is subject to certain customary conditions precedent and other provisions. 37 Table of Contents Interest rate and fees Borrowings under the Amended External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or a SOFR rate plus an applicable margin of 1.75%.
The lenders under the External Debt Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans is subject to certain customary conditions precedent and other provisions. 37 Table of Contents Interest rate and fees Borrowings under the External Debt Facilities bear interest at a rate per annum equal to, at our option, either a base rate plus an applicable margin of 0.75% or a SOFR rate plus an applicable margin of 1.75%.
Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also measure their success in category growth, which positions us as a trusted strategic partner.
Our mix of branded and store brand products is a key competitive advantage that aligns our goal of growing the overall product categories where we have offerings. Our retail partners also generally measure their success in category growth, which positions us as a trusted strategic partner.
If an event of default occurs, the lenders under the Amended External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the Amended External Debt Facilities and all actions permitted to be taken by secured creditors. We are currently in compliance with the covenants contained in our Amended External Debt Facilities.
If an event of default occurs, the lenders under the External Debt Facilities are entitled to take various actions, including the acceleration of amounts due under the External Debt Facilities and all actions permitted to be taken by secured creditors. We are currently in compliance with the covenants contained in our External Debt Facilities.
In addition, the Amended External Debt Facilities provide that the Borrower has the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in amounts and on terms set forth therein.
In addition, the External Debt Facilities provide that the Borrower has the right at any time, subject to customary conditions, to request incremental term loans or incremental revolving credit commitments in amounts and on terms set forth therein.
The Amended External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility.
The External Debt Facilities contain a springing financial covenant requiring compliance with a ratio of first lien net indebtedness to consolidated EBITDA, applicable solely to the Revolving Facility.
No instances of impairment were identified during the fiscal year 2024 annual impairment review. All of our reporting units had fair values that significantly exceeded recorded carrying values. However, future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill as described below could result in significantly different estimates of the fair values.
No instances of impairment were identified during the fiscal year 2025 annual impairment review. All of our reporting units had fair values that significantly exceeded recorded carrying values. However, future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill as described below could result in significantly different estimates of the fair values.
No impairments were identified as a result of our impairment review performed annually during the fourth quarter of fiscal years 2024, 2023 and 2022. Goodwill Our reporting units for goodwill impairment testing purposes are Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products.
No impairments were identified as a result of our impairment review performed annually during the fourth quarter of fiscal years 2025, 2024 and 2023. Goodwill Our reporting units for goodwill impairment testing purposes are Reynolds Cooking & Baking, Hefty Waste & Storage, Hefty Tableware and Presto Products.
Changes in such estimates or the use of alternative assumptions could produce different results. No instances of impairment were identified during the fiscal year 2024 annual impairment review. Each of our indefinite-lived intangible assets had fair values that significantly exceeded recorded carrying values.
Changes in such estimates or the use of alternative assumptions could produce different results. No instances of impairment were identified during the fiscal year 2025 annual impairment review. Each of our indefinite-lived intangible assets had fair values that significantly exceeded recorded carrying values.
Our branded products are sold under the Reynolds Wrap, Reynolds KITCHENS and EZ Foil brands in the United States and selected international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.
Our branded products are sold under the Reynolds Wrap, Reynolds Kitchens and EZ Foil brands in the United States and select international markets, under the ALCAN brand in Canada and under the Diamond brand outside of North America.
In addition, the timing and amount in which our competitors invest in advertising and promotional spending may vary from quarter to quarter and impact our sales volumes and financial results. See “Business - Competition” for more detail on our competitors. 31 Table of Contents Seasonality Portions of our business historically have been moderately seasonal.
In addition, the timing and amount in which our competitors invest in advertising and promotional spending may vary from quarter to quarter and impact our sales volumes and financial results. See “Business - Competition” for more detail on our competitors. Seasonality Portions of our business historically have been moderately seasonal.
Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the slider bag and tall kitchen trash bag segments.
Hefty has 98% brand awareness and is most commonly identified with the Brand’s famous “Hefty! Hefty! Hefty!” slogan. We have the #1 branded market share in the U.S. large black trash bag segment, and the #2 branded market share in the food storage bag and tall kitchen trash bag segments.
Our operating results are also impacted by energy-related cost movements, including those impacting both our manufacturing operations and transportation and utility costs. Competitive Environment We operate in a marketplace influenced by large retailers with strong negotiating power over their suppliers.
Our operating results are also impacted by energy-related cost movements, including those impacting both our manufacturing operations and transportation and utility costs. 31 Table of Contents Competitive Environment We operate in a marketplace influenced by large retailers with strong negotiating power over their suppliers.
As of December 31, 2024 and 2023, the amount of obligations outstanding that we have confirmed as valid under the SCF were $12 million and $19 million, respectively. 39 Table of Contents Dividends During the year ended December 31, 2024, cash dividends totaling $0.92 per share were declared and paid.
As of December 31, 2025 and 2024, the amount of obligations outstanding that we have confirmed as valid under the SCF were $9 million and $12 million, respectively. 39 Table of Contents Dividends During the year ended December 31, 2025, cash dividends totaling $0.92 per share were declared and paid.
Our Hefty branded products include dishes, party cups, cutlery and containers. Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well.
Hefty branded party cups are the #1 party cup in America measured by market share. Our branded products use our Hefty brand to represent both quality and value, and we bring this same quality and value promise to all of our store brands as well.
See “Non-GAAP Measures” for details, including a reconciliation between net income and Adjusted EBITDA. 34 Table of Contents Components of Change in Net Revenues for the Year Ended December 31, 2024 vs. the Year Ended December 31, 2023 Price Volume/Mix Total Retail Non-Retail Reynolds Cooking & Baking — % (1) % (1) % (2) % Hefty Waste & Storage 1 % 1 % — % 2 % Hefty Tableware (2) % (3) % — % (5) % Presto Products 1 % — % — % 1 % Total RCP (1) % (1) % — % (2) % Total Net Revenues .
See “Non-GAAP Measures” for details, including a reconciliation between net income and Adjusted EBITDA. 34 Table of Contents Components of Change in Net Revenues for the Year Ended December 31, 2025 vs. the Year Ended December 31, 2024 Price Volume/Mix Total Retail Non-Retail Reynolds Cooking & Baking 6 % (4) % 2 % 4 % Hefty Waste & Storage (1) % 4 % — % 3 % Hefty Tableware 2 % (11) % — % (9) % Presto Products — % 5 % — % 5 % Total RCP 3 % (2) % — % 1 % Total Net Revenues .
Discussions of the year ended December 31, 2023 items and comparisons between the year ended December 31, 2023 and the year ended December 31, 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed on February 7, 2024.
Discussions of the year ended December 31, 2024 items and comparisons between the year ended December 31, 2024 and the year ended December 31, 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed on February 5, 2025.
Non-GAAP Measures In this Annual Report on Form 10-K we use the non-GAAP financial measures “Adjusted EBITDA”, “Adjusted Net Income” and “Adjusted Diluted Earnings Per Share” (“Adjusted EPS”), which are measures adjusted for the impact of specified items and are not in accordance with GAAP.
Non-GAAP Measures In this Annual Report on Form 10-K we use the non-GAAP financial measures “Adjusted EBITDA”, “Adjusted Net Income” and “Adjusted EPS”, which are measures adjusted for the impact of specified items and are not in accordance with GAAP.
As of December 31, 2024, we had no outstanding borrowings under the Revolving Facility, and we had $6 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility. The borrower under the Amended External Debt Facilities is Reynolds Consumer Products LLC (the “Borrower”). The Revolving Facility includes a sub-facility for letters of credit.
As of December 31, 2025, we had no outstanding borrowings under the Revolving Facility, and we had $7 million of letters of credit outstanding, which reduces the borrowing capacity under the Revolving Facility. The borrower under the External Debt Facilities is Reynolds Consumer Products LLC (the “Borrower”). The Revolving Facility includes a sub-facility for letters of credit.
Sales incentives represented 5%, 5%, and 4% of total net revenues for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, we had accruals of $36 million and $40 million, respectively, reflected on our consolidated balance sheets in Accrued and other current liabilities related to sales incentive programs.
Sales incentives represented 5% of total net revenues for each of the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025 and 2024, we had accruals of $33 million and $36 million, respectively, reflected on our consolidated balance sheets in Accrued and other current liabilities related to sales incentive programs.
Guarantee and security All obligations under the Amended External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the Amended External Debt Facilities or any of its affiliates and certain other persons are unconditionally guaranteed by Reynolds Consumer Products Inc.
The Revolving Facility matures in October 2029. Guarantee and security All obligations under the External Debt Facilities and certain hedge agreements and cash management arrangements provided by any lender party to the External Debt Facilities or any of its affiliates and certain other persons are unconditionally guaranteed by Reynolds Consumer Products Inc.
Our retail business net revenues consist of sales to grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. Our non-retail business net revenues consist of aluminum sales to food service customers, which are classified as related party revenues, and industrial customers.
Our retail business net revenues consist of sales to grocery stores, mass merchants, warehouse clubs, discount chains, dollar stores, drug stores, home improvement stores, military outlets and eCommerce retailers. Our non-retail business net revenues consist of aluminum sales to food service customers, which were classified as related party revenues during the three months ended March 31, 2025, and industrial customers.
We record the discount as other expense, net in the consolidated statement of income. Supply Chain Financing During the year ended December 31, 2023, we initiated a voluntary Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank.
We record the discount as other expense, net in the consolidated statement of income. Supply Chain Financing We have an ongoing Supply Chain Finance program (the “SCF”) with a global financial institution (the “SCF Bank”). Under the SCF, qualifying suppliers may elect to sell their receivables from us to the SCF Bank.
Our robust product portfolio in this segment includes a full suite of products, including sustainable solutions such as blue and clear recycling bags, compostable bags, bags made from recycled materials and orange bags through the Hefty ReNew Program. • Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery.
Our robust product portfolio includes a full suite of products, including sustainable solutions such as compostable bags and bags made from recycled materials. • Hefty Tableware: Through our Hefty Tableware segment, we sell both branded and store brand disposable and compostable plates, bowls, platters, containers, cups and cutlery. Our Hefty branded products include dishes, party cups, cutlery and containers.
Accounts Receivable Factoring We are party to a factoring agreement with JP Morgan Chase Bank, N.A. to sell certain accounts receivable up to $95 million. We had no outstanding balance owed under the factoring arrangement as of December 31, 2024 and 2023.
Accounts Receivable Factoring We are party to a factoring agreement with a financial institution to sell certain accounts receivable up to $95 million. We had no outstanding balance owed under the factoring arrangement as of December 31, 2025 and 2024.
On January 30, 2025, a quarterly cash dividend of $0.23 per share was declared and is to be paid on February 28, 2025.
On January 29, 2026, a quarterly cash dividend of $0.23 per share was declared and is to be paid on February 27, 2026.
The following table discloses our cash flows for the years presented: For the Years Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 489 $ 644 Net cash used in investing activities (120) (110) Net cash used in financing activities (346) (457) Effect of exchange rate on cash and cash equivalents (1) — Net increase in cash and cash equivalents $ 22 $ 77 Cash provided by operating activities Net cash from operating activities decreased by $155 million, or 24%, to $489 million.
The following table discloses our cash flows for the years presented: For the Years Ended December 31, (in millions) 2025 2024 Net cash provided by operating activities $ 477 $ 489 Net cash used in investing activities (161) (120) Net cash used in financing activities (306) (346) Effect of exchange rate on cash and cash equivalents — (1) Net increase in cash and cash equivalents $ 10 $ 22 Cash provided by operating activities Net cash from operating activities decreased by $12 million, or 2%, to $477 million.
In addition, our chief operating decision maker uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments. We use Adjusted Net Income and Adjusted EPS as supplemental measures to evaluate our business’ performance in a way that also considers our ability to generate profit without the impact of certain items.
We use Adjusted Net Income and Adjusted EPS as supplemental measures to evaluate our business’ performance in a way that also considers our ability to generate profit without the impact of certain items.
We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs. These materials include sustainable solutions, such as Hefty ECOSAVE and Hefty Compostable Printed Paper Plates.
We sell across a broad range of materials and price points in all retail channels, allowing our consumers to select the product that best suits their price, function and aesthetic needs.
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies.
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.
Our effective tax rate declined by 2.2%, from 24.1% for the year ended December 31, 2023, to 21.9% for the year ended December 31, 2024. The decrease was primarily due to the recognition of a discrete tax benefit for the remeasurement of deferred tax liabilities. Adjusted EBITDA. Adjusted EBITDA increased by $42 million, or 7%, to $678 million.
Our effective tax rate increased by 1.4%, from 21.9% for the year ended December 31, 2024, to 23.3% for the year ended December 31, 2025. The increase was primarily due to the recognition of a discrete tax benefit for the remeasurement of deferred tax liabilities in 2024. Adjusted EBITDA. Adjusted EBITDA decreased by $11 million, or 2%, to $667 million.
Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners. Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags, and as the Hefty and Baggies brands for our food storage bags.
Hefty is a well-recognized leader in the trash bag and food storage bag categories and our private label products offer value to our retail partners.
Our scale across household aisles and ability to offer both branded and store brand products enable us to grow the overall category. Through our category captain level advisorship roles with our retail partners, we offer marketing and consumer shopping strategies, both in store and online, which expand usage occasions and stimulate consumption for our categories.
Through our category captain level advisorship roles with our retail partners, we offer marketing and consumer shopping strategies, both in store and online, which expand usage occasions and stimulate consumption for our categories.
During the years ended December 31, 2024 and 2023, we made voluntary principal payments of $150 million and $250 million, respectively, related to the Term Loan Facility, which were not subject to a prepayment premium. Subsequent to December 31, 2024, we made a voluntary principal payment of $50 million related to our Term Loan Facility.
During the years ended December 31, 2025 and 2024, we made voluntary principal payments of $100 million and $150 million, respectively, related to the Term Loan Facility, which were not subject to a prepayment premium. Amortization and maturity The Term Loan Facility matures in March 2032.
Year Ended December 31, 2024 Compared with the Year Ended December 31, 2023 Total Reynolds Consumer Products For the Years Ended December 31, (in millions, except for %) 2024 % of Revenue 2023 % of Revenue Change % Change Net revenues $ 3,618 98 % $ 3,673 98 % $ (55) (1) % Related party net revenues 77 2 % 83 2 % (6) (7) % Total net revenues 3,695 100 % 3,756 100 % (61) (2) % Cost of sales (2,717) (74) % (2,814) (75) % 97 3 % Gross profit 978 26 % 942 25 % 36 4 % Selling, general and administrative expenses (429) (12) % (430) (11) % 1 — % Other expense, net — — % — — % — — % Income from operations 549 15 % 512 14 % 37 7 % Interest expense, net (98) (3) % (119) (3) % 21 18 % Income before income taxes 451 12 % 393 10 % 58 15 % Income tax expense (99) (3) % (95) (3) % (4) (4) % Net income $ 352 10 % $ 298 8 % $ 54 18 % Adjusted EBITDA (1) $ 678 18 % $ 636 17 % $ 42 7 % (1) Adjusted EBITDA is a non-GAAP measure.
Year Ended December 31, 2025 Compared with the Year Ended December 31, 2024 Total Reynolds Consumer Products For the Years Ended December 31, (in millions, except for %) 2025 % of Revenue 2024 % of Revenue Change % Change Net revenues $ 3,704 100 % $ 3,618 98 % $ 86 2 % Related party net revenues 17 — % 77 2 % (60) (78) % Total net revenues 3,721 100 % 3,695 100 % 26 1 % Cost of sales (2,807) (75) % (2,717) (74) % (90) (3) % Gross profit 914 25 % 978 26 % (64) (7) % Selling, general and administrative expenses (382) (10) % (429) (12) % 47 11 % Other expense, net (40) (1) % — — % (40) NM % Income from operations 492 13 % 549 15 % (57) (10) % Interest expense, net (86) (2) % (98) (3) % 12 12 % Debt refinancing expense (13) — % — — % (13) NM % Income before income taxes 393 11 % 451 12 % (58) (13) % Income tax expense (92) (2) % (99) (3) % 7 7 % Net income $ 301 8 % $ 352 10 % $ (51) (14) % Adjusted EBITDA (1) $ 667 18 % $ 678 18 % $ (11) (2) % (1) Adjusted EBITDA is a non-GAAP measure.
Presto Products For the Years Ended December 31, (in millions, except for %) 2024 2023 Change % Change Total segment net revenues $ 596 $ 593 $ 3 1 % Segment Adjusted EBITDA 130 112 18 16 % Segment Adjusted EBITDA Margin 22 % 19 % Total Segment Net Revenues.
Presto Products For the Years Ended December 31, (in millions, except for %) 2025 2024 Change % Change Total segment net revenues $ 628 $ 597 $ 31 5 % Segment Adjusted EBITDA 130 130 — — % Segment Adjusted EBITDA Margin 21 % 22 % Total Segment Net Revenues.
The increase in Adjusted EBITDA was primarily driven by lower material and manufacturing costs and the benefit of higher net revenues, partially offset by higher logistics costs.
The increase in Adjusted EBITDA was primarily driven by higher revenue and lower selling, general and administrative expenses, partially offset by higher input, manufacturing and logistics costs.
The increase in Adjusted EBITDA was primarily due to lower material and manufacturing costs, partially offset by higher logistics costs and the impact of lower net revenues.
The decrease in Adjusted EBITDA was primarily due to lower retail volume and higher material, manufacturing and logistics costs, partially offset by higher pricing and lower selling, general and administrative expenses.
Contractual Obligations The following table summarizes our material contractual obligations as of December 31, 2024: (in millions) Total Less than one year One to three years Three to five years Greater than five years Long-term debt (1) $ 1,918 $ 107 $ 1,811 $ — $ — Operating lease liabilities (2) 123 27 47 32 17 Finance lease liabilities 20 2 4 4 10 Unconditional capital expenditure obligations 51 51 — — — Postretirement benefit plan obligations 15 2 3 2 8 Total contractual obligations $ 2,127 $ 189 $ 1,865 $ 38 $ 35 (1) Total obligations for long-term debt consist of the principal amounts and interest obligations.
Contractual Obligations The following table summarizes our material contractual obligations as of December 31, 2025: (in millions) Total Less than one year One to three years Three to five years Greater than five years Long-term debt (1) $ 2,125 $ 88 $ 180 $ 207 $ 1,650 Operating lease liabilities 117 28 46 32 11 Finance lease liabilities 18 2 4 4 8 Unconditional capital expenditure obligations 48 48 — — — Postretirement benefit plan obligations 14 2 3 2 7 Total contractual obligations $ 2,322 $ 168 $ 233 $ 245 $ 1,676 (1) Total obligations for long-term debt consist of the principal amounts and interest obligations.
The increase in Adjusted EBITDA was primarily driven by lower material and manufacturing costs and the benefit of product portfolio optimization. Seasonality Portions of our business historically have been moderately seasonal. Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter.
Seasonality Portions of our business historically have been moderately seasonal. Overall, our strongest sales are in our fourth quarter and our weakest sales are in our first quarter.
Interest Expense , Net . Interest expense, net decreased by $21 million, or 18%, to $98 million. The decrease was primarily due to a lower outstanding principal balance on our external debt facilities as a result of voluntary principal payments made on our term loan facility. Income Tax Expense.
Other expense, net was $40 million, reflecting costs to execute strategic initiatives and costs associated with our CEO transition. Interest Expense , Net . Interest expense, net decreased by $12 million, or 12%, to $86 million. The decrease was primarily due to a lower outstanding principal balance as a result of principal payments made on our term loan facility.
As of December 31, 2024, our liabilities for uncertain tax positions and defined benefit pension obligations totaled $12 million. The ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above.
The ultimate timing of these liabilities cannot be determined; therefore, we have excluded these amounts from the contractual obligations table above.
Other than the foregoing, the material terms of the External Debt Facilities, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (“Amended External Debt Facilities”) remain unchanged. As of December 31, 2024, the outstanding balance under the Term Loan Facility was $1,695 million.
Other than the new maturity date and the recommencement of quarterly amortization payments, the material terms of our External Debt Facilities remain unchanged as a result of Amendment No. 4. As of December 31, 2025, the outstanding balance under the Term Loan Facility was $1,586 million.
Hefty Waste & Storage total segment net revenues increased by $17 million, to $959 million. The increase in net revenues was primarily due to higher volume and timing of promotional activities. Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA increased by $11 million, or 4%, to $272 million.
Hefty Waste & Storage total segment net revenues increased by $30 million, or 3%, to $1,011 million. The increase in net revenues was primarily driven by higher volume. Adjusted EBITDA. Hefty Waste & Storage Adjusted EBITDA increased by $2 million, or 1%, to $279 million.
Hefty Tableware For the Years Ended December 31, (in millions, except for %) 2024 2023 Change % Change Total segment net revenues $ 918 $ 967 $ (49) (5) % Segment Adjusted EBITDA 147 174 (27) (16) % Segment Adjusted EBITDA Margin 16 % 18 % Total Segment Net Revenues.
Hefty Tableware For the Years Ended December 31, (in millions, except for %) 2025 2024 Change % Change Total segment net revenues $ 850 $ 936 $ (86) (9) % Segment Adjusted EBITDA 133 148 (15) (10) % Segment Adjusted EBITDA Margin 16 % 16 % Total Segment Net Revenues.
These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from one to two years. Prepayments The Term Loan Facility contains customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness.
These interest rate swaps with forward start dates have maturity dates between March 2028 and March 2031, and a weighted average effective rate of 5.12%. Prepayments The Term Loan Facility contains customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness.
The increase in Adjusted EBITDA was primarily driven by lower material and manufacturing costs. 35 Table of Contents Hefty Waste & Storage For the Years Ended December 31, (in millions, except for %) 2024 2023 Change % Change Total segment net revenues $ 959 $ 942 $ 17 2 % Segment Adjusted EBITDA 272 261 11 4 % Segment Adjusted EBITDA Margin 28 % 28 % Total Segment Net Revenues .
The increase in Adjusted EBITDA was primarily driven by the timing of pricing actions to recover higher input costs and lower selling, general and administrative expenses, partially offset by lower retail volume. 35 Table of Contents Hefty Waste & Storage For the Years Ended December 31, (in millions, except for %) 2025 2024 Change % Change Total segment net revenues $ 1,011 $ 981 $ 30 3 % Segment Adjusted EBITDA 279 277 2 1 % Segment Adjusted EBITDA Margin 28 % 28 % Total Segment Net Revenues .
Reynolds Cooking & Baking total segment net revenues decreased by $26 million, or 2%, to $1,247 million. The decrease in net revenues was primarily due to lower non-retail volume. Adjusted EBITDA . Reynolds Cooking & Baking Adjusted EBITDA increased by $38 million, or 21%, to $222 million.
Reynolds Cooking & Baking total segment net revenues increased by $53 million, or 4%, to $1,259 million. The increase in net revenues was primarily due to higher pricing driven by the pass through of higher input costs and higher non-retail volume, partially offset by lower retail volume. Adjusted EBITDA .
The following table presents a reconciliation of our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA: For the Years Ended December 31, 2024 2023 2022 (in millions) Net income – GAAP $ 352 $ 298 $ 258 Income tax expense 99 95 80 Interest expense, net 98 119 76 Depreciation and amortization 129 124 117 IPO and separation-related costs (1) — — 12 Other — — 3 Adjusted EBITDA (Non-GAAP) $ 678 $ 636 $ 546 (1) Reflects costs during the year ended December 31, 2022 related to our separation to operate as a stand-alone public company as well as costs related to the IPO process.
In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP financial measures presented by other companies. 32 Table of Contents The following table presents a reconciliation of our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA: For the Years Ended December 31, 2025 2024 2023 (in millions) Net income – GAAP $ 301 $ 352 $ 298 Income tax expense 92 99 95 Interest expense, net 86 98 119 Debt refinancing expense (1) 13 — — Depreciation and amortization 135 129 124 Costs to execute strategic initiatives (2) 25 — — CEO transition costs (3) 15 — — Adjusted EBITDA (Non-GAAP) $ 667 $ 678 $ 636 (1) Reflects the expense recorded related to our March 2025 Term Loan Facility refinancing.
Segment Information Reynolds Cooking & Baking For the Years Ended December 31, (in millions, except for %) 2024 2023 Change % Change Retail net revenues $ 1,070 $ 1,076 $ (6) (1) % Non-retail net revenues 177 197 (20) (10) % Total segment net revenues $ 1,247 $ 1,273 $ (26) (2) % Segment Adjusted EBITDA $ 222 $ 184 $ 38 21 % Segment Adjusted EBITDA Margin 18 % 14 % Total Segment Net Revenues .
Segment Information Reynolds Cooking & Baking For the Years Ended December 31, (in millions, except for %) 2025 2024 Change % Change Retail net revenues $ 1,019 $ 1,029 $ (10) (1) % Non-retail net revenues 240 177 63 36 % Total segment net revenues $ 1,259 $ 1,206 $ 53 4 % Segment Adjusted EBITDA $ 219 $ 216 $ 3 1 % Segment Adjusted EBITDA Margin 17 % 18 % Total Segment Net Revenues .
In 2024, we increased the post-consumer recycled content in some of our cups and we added compostable party cups to our assortment. • Presto Products: Through our Presto Products segment, we primarily sell store brand products in four main categories: food storage bags, trash bags, reusable storage containers and plastic wrap.
In 2025, we launched the line of Hefty ECOSAVE Cutlery, a high quality compostable offering. • Presto Products: Through our Presto Products segment, we primarily sell store brand products in three main consumer categories: food storage bags, trash bags, and plastic wrap.
Aggregation of Segment Revenue and Adjusted EBITDA (in millions) Reynolds Cooking & Baking Hefty Waste & Storage Hefty Tableware Presto Products Unallocated⁽²⁾ Total Reynolds Consumer Products Net revenues 2024 $ 1,247 $ 959 $ 918 $ 596 $ (25) $ 3,695 2023 1,273 942 967 593 (19) 3,756 Adjusted EBITDA (1) 2024 $ 222 $ 272 $ 147 $ 130 $ (93) $ 678 2023 184 261 174 112 (95) 636 (1) Adjusted EBITDA is a non-GAAP measure.
Aggregation of Segment Revenue and Adjusted EBITDA (in millions) Reynolds Cooking & Baking Hefty Waste & Storage Hefty Tableware Presto Products Unallocated⁽²⁾ Total Reynolds Consumer Products Net revenues 2025 $ 1,259 $ 1,011 $ 850 $ 628 $ (27) $ 3,721 2024 1,206 981 936 597 (25) 3,695 Adjusted EBITDA (1) 2025 $ 219 $ 279 $ 133 $ 130 $ (94) $ 667 2024 216 277 148 130 (93) 678 (1) Adjusted EBITDA is a non-GAAP measure.
Presto Products total segment net revenues increased by $3 million, or 1%, to $596 million. The increase in net revenues was primarily due to the timing of the pass through of higher commodity costs. Adjusted EBITDA . Presto Products Adjusted EBITDA increased by $18 million, or 16%, to $130 million.
Presto Products total segment net revenues increased by $31 million, or 5%, to $628 million. The increase in net revenues was primarily due to higher volume. Adjusted EBITDA . Presto Products Adjusted EBITDA was $130 million in both years. Higher volume was fully offset by higher operational costs associated with scaling new distribution.
The decrease was primarily driven by lower material and manufacturing costs, as well as lower volume, partially offset by higher logistics costs. Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) decreased by $1 million to $429 million. Other Expense, Net. Other expense, net was zero in each of the twelve months ended December 31, 2024 and 2023.
The increase was primarily driven by higher input, manufacturing and logistics costs, partially offset by lower sales volume. Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $47 million to $382 million due to lower personnel and advertising costs. Other Expense, Net.
We made voluntarily principal payments of $150 million during the year ended December 31, 2024 compared to voluntary principal payments of $250 million during the year ended December 31, 2023.
Cash used in financing activities Net cash used in financing activities decreased by $40 million, or 12%, to $306 million. We made principal payments of $108 million during the year ended December 31, 2025 compared to principal payments of $150 million during the year ended December 31, 2024.
We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus the sum of income tax expense, net interest expense, depreciation and amortization and as may be further adjusted to exclude IPO and separation-related costs, as well as other non-recurring items, if applicable.
We define Adjusted EBITDA as net income calculated in accordance with GAAP, plus income tax expense, net interest expense, debt refinancing expense, depreciation and amortization, costs to execute strategic initiatives and CEO transition costs.
Hefty Tableware total segment net revenues decreased by $49 million, or 5%, to $918 million. The decrease in net revenues was primarily due to lower foam volume driven by foam-related consumer behavior and regulatory pressure, as well as lower pricing. Adjusted EBITDA. Hefty Tableware Adjusted EBITDA decreased by $27 million, or 16%, to $147 million.
Hefty Tableware total segment net revenues decreased by $86 million, or 9%, to $850 million. The decrease in net revenues was primarily due to lower foam volume, partially offset by higher pricing, including lower promotional spending. Adjusted EBITDA. Hefty Tableware Adjusted EBITDA decreased by $15 million, or 10%, to $133 million.
We define Adjusted Net Income and Adjusted EPS as Net Income and Earnings Per Share (“EPS”) calculated in accordance with GAAP, plus IPO and separation-related costs and other non-recurring costs. We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions.
We present Adjusted EBITDA because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans and make strategic decisions. In addition, our chief operating decision maker uses Adjusted EBITDA of each reportable segment to evaluate the operating performance of such segments.
Our products are household staples with a presence in 95% of households across the United States. We also expect that consumers’ desire for convenience will continue to sustain demand for our products.
Our products are household staples with a presence in 95% of households across the United States. Consumer demand for our products is influenced by changes in household needs, economic conditions and evolving lifestyle preferences.
Branded products and store brand products accounted for 62% and 38% of our revenue, excluding business-to-business revenue, respectively, in the year ended December 31, 2024. We intend to continue investing in both our branded and store brand products to grow the entire product category.
We intend to continue investing in both our branded and store brand products to grow the entire product category. Our scale across household aisles and ability to offer both branded and store brand products enable us to grow the overall category.
The aggregate notional amount of our interest rate swaps still in effect as of December 31, 2024 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin).
The SOFR of the swaps in effect is fixed at an annual rate of 2.66% to 3.40% (for an annual effective interest rate of 4.41% to 5.15%, including margin). These interest rate swaps that are in effect have maturity dates of less than one year, and a weighted average effective rate of 4.71%.
Total net revenues decreased by $61 million, or 2%, to $3,695 million. The 2% decrease was driven by lower volume and lower pricing. Cost of Sales . Cost of sales decreased by $97 million, or 3%, to $2,717 million.
Total net revenues increased by $26 million, or 1%, to $3,721 million. The 1% increase was primarily driven by higher pricing related to the pass through of higher input costs, partially offset by lower retail volume. Cost of Sales . Cost of sales increased by $90 million, or 3%, to $2,807 million.
During 2020 and 2022, we entered into a series of interest rate swaps to fix the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from LIBOR to SOFR.
We have entered into a series of interest rate swaps to fix the SOFR of our External Debt Facilities. The aggregate notional amount of the interest rate swaps in effect as of December 31, 2025 and 2024 was $1,000 million and $1,150 million, respectively.
The interest rate on the floating rate debt balances has been assumed to be the same as the rate in effect as of December 31, 2024. (2) Total operating lease liabilities include $17 million in commitments related to operating leases executed that have not yet commenced.
The interest rate on the floating rate debt balances has been assumed to be the same as the rate in effect as of December 31, 2025. As of December 31, 2025, our liabilities for uncertain tax positions and defined benefit pension obligations totaled $13 million.
Cash used in investing activities Net cash used in investing activities increased by $10 million, or 9%, to $120 million due to an increase in capital spend. Cash used in financing activities Net cash used in financing activities decreased by $111 million, or 24%, to $346 million.
The decrease was primarily driven by lower net income. Cash used in investing activities Net cash used in investing activities increased by $41 million, or 34%, to $161 million. The increase was driven by an increase in cash outlays for capital expenditures.
The decrease in Adjusted EBITDA was primarily driven by the impact of lower net revenues.
The decrease in Adjusted EBITDA was primarily driven by lower foam volume and higher related costs, partially offset by higher pricing and lower selling, general and administrative expenses.
Removed
Today’s consumers are focused on convenience, which extends into household products that improve ease of use and provide time savings, and they are willing to pay a higher price for innovative features and functionality.
Added
Our branded products are sold under the Hefty Ultra Strong and Hefty Strong brands for trash bags in the U.S. and select international markets, and as the Hefty brand for our food storage bags in the U.S. Our food storage bags are sold internationally as Reynolds, Diamond, or Hefty Basics brands based on the region.
Removed
While advanced features are already prevalent in many of our products, we intend to continue investing in product development to accommodate the convenience-oriented lifestyles of today’s consumers. Consumer demand is also impacted by changes in consumer lifestyle, environmental concerns and other considerations. In addition, customers’ sensitivity to price points contributes to fluctuations in demand in portions of our business.
Added
While convenience remains an important consideration, particularly among younger consumers, ongoing inflationary pressures and broader economic uncertainty have contributed to increased price sensitivity and shifting purchasing behaviors. These dynamics vary across income groups, with some households placing greater emphasis on affordability.
Removed
The decrease was primarily driven by the normalization of inventory levels following significant reductions implemented in the year ended December 31, 2023. This was partially offset by other working capital optimization initiatives and improved earnings.
Added
Our broad product portfolio, which includes both branded offerings and value oriented private label products, allows us to address these diverse consumer needs and mitigate demand fluctuations across economic environments. This multi-tiered approach positions us to serve consumers seeking convenience features as well as prioritizing lower cost alternatives, while maintaining product quality across our offerings.
Removed
External Debt Facilities In February 2020, we entered into the External Debt Facilities which consists of a $2,475 million Term Loan Facility and a Revolving Facility that provided for additional borrowing capacity of up to $250 million, reduced by amounts used for letters of credit.
Added
Consumer demand may continue to be affected by future changes in economic conditions, consumer preferences and other external factors. Branded products and store brand products accounted for 61% and 39% of our revenue, excluding business-to-business revenue, respectively, in the year ended December 31, 2025.
Removed
In February 2023, we amended the External Debt Facilities (“Amendment No. 1”) which replaced the benchmark from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). Additionally, in November 2023, we further amended the External Debt Facilities (“Amendment No. 2”) to extend the maturity date of the Revolving Facility by one year.
Added
We define Adjusted Net Income and Adjusted EPS as Net Income and Diluted Earnings Per Share calculated in accordance with GAAP, plus debt refinancing expense, costs to execute strategic initiatives and CEO transition costs.
Removed
In October 2024, we further amended our External Debt Facilities (“Amendment No. 3”) to replace the undrawn $250 million revolving facility maturing in February 2026 with an undrawn $700 million revolving facility maturing in October 2029.
Added
(2) Reflects costs related to the execution of cost savings and revenue growth strategic initiatives. (3) Reflects compensation and other costs related to the CEO transition effective January 1, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+2 added−3 removed3 unchanged
Biggest changeMaturity date Pay fixed / receive variable notional (in millions) Average pay rate (1) 2025 $ 150 2.2 % 2026 1,000 4.7 % Total $ 1,150 (1) Includes 1.75% applicable margin on the one-month SOFR.
Biggest changeMaturity date Pay fixed / receive variable notional (in millions) Average pay rate (1) 2026 1,000 4.7 % Total interest rate swaps in effect as of December 31, 2025 1,000 2027 — — % 2028 500 5.1 % 2029 — — % 2030 — — % 2031 400 5.2 % Total interest rate swaps with forward start dates $ 900 (1) Includes 1.75% applicable margin on the one-month SOFR.
Based on the unhedged outstanding borrowings under the Term Loan Facility as of December 31, 2024, a 100-basis point increase (decrease) in the interest rates under the Term Loan Facility would result in a $5 million increase (decrease) in interest expense, per annum, on our borrowings.
Based on the unhedged outstanding borrowings under the Term Loan Facility as of December 31, 2025, a 100-basis point increase (decrease) in the interest rates under the Term Loan Facility would result in a $6 million increase (decrease) in interest expense, per annum, on our borrowings.
The aggregate notional amount of our interest rate swaps still in effect as of December 31, 2024 was $1,150 million, and the SOFR is fixed at an annual rate of 0.40% to 3.40% (for an annual effective interest rate of 2.15% to 5.15%, including margin).
The aggregate notional amount of the interest rate swaps in effect as of December 31, 2025 and 2024 was $1,000 million and $1,150 million, respectively. The SOFR of the swaps in effect is fixed at an annual rate of 2.66% to 3.40% (for an annual effective interest rate of 4.41% to 5.15%, including margin).
Interest Rate Risk We had significant variable rate debt commitments outstanding as of December 31, 2024, which accrue interest at the SOFR rate plus an applicable margin of 1.75%. These on-balance sheet financial instruments expose us to interest rate risk.
Interest Rate Risk We had significant variable rate debt commitments outstanding as of December 31, 2025, which accrue interest at the SOFR rate plus an applicable margin of 1.75%. These on-balance sheet financial instruments expose us to interest rate risk. We have entered into a series of interest rate swaps to fix the SOFR of our External Debt Facilities.
The fair value of our interest rate swaps included on our consolidated balance sheets as of December 31, 2024 was $16 million. Refer to Note 8 – Financial Instruments for further detail.
These interest rate swaps with forward start dates have maturity dates between March 2028 and March 2031, and a weighted average effective rate of 5.12%. The fair value of our interest rate swaps included on our consolidated balance sheets as of December 31, 2025 was $1 million. Refer to Note 8 – Financial Instruments for further detail.
Removed
During 2020 and 2022, we entered into a series of interest rate swaps which fixed the LIBOR of our External Debt Facilities. In February 2023, we amended our interest rate swaps to replace the interest rate benchmark from the LIBOR to SOFR.
Added
These interest rate swaps that are in effect have maturity dates of less than one year, and a weighted average effective rate of 4.71%.
Removed
Other than the foregoing, the material terms of the interest rate swap agreements remained unchanged, and our election to use practical expedients under ASUs 2020-04 and 2021-01 resulted in no material impacts on the consolidated financial statements.
Added
Furthermore, during the year ended December 31, 2025, we entered into additional interest rate swaps with forward start dates beginning in February 2026, that had an aggregate notional value of $900 million, which fixes the SOFR to an annual rate of 3.33% to 3.41% (for an annual effective interest rate of 5.08% to 5.16%, including margin).
Removed
These interest rate swaps hedge a portion of the interest rate exposure resulting from our Term Loan Facility for periods ranging from one to two years. We classify these instruments as cash flow hedges. Our average variable rate for the remaining notional amount of $1,150 million is a one-month SOFR plus an applicable margin of 1.75%.

Other REYN 10-K year-over-year comparisons