AMCR

amcr-20260506

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

AMCOR PLC

(Exact name of registrant as specified in its charter)

Jersey001-3893298-1455367

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

83 Tower Road North

Warmley, Bristol

United KingdomBS30 8XP

(Address of principal executive offices)(Zip Code)

+44 117 9753200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading symbol(s)Name of each exchange on which registered

Ordinary Shares, par value $0.05 per shareAMCR New York Stock Exchange

1.125% Guaranteed Senior Notes Due 2027AUKF/27New York Stock Exchange

5.450% Guaranteed Senior Notes Due 2029AMCR/29New York Stock Exchange

3.200% Guaranteed Senior Notes Due 2029AUKF/29New York Stock Exchange

3.950% Guaranteed Senior Notes Due 2032AMCR/32 New York Stock Exchange

3.750% Guaranteed Senior Notes Due 2033AUKF/33New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐Emerging growth company

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

Item 2.02. Results of Operations and Financial Condition.

On May 6, 2026, Amcor plc (the “Company”) issued a press release regarding financial results for the third quarter and first nine months of fiscal year 2026. The press release is furnished as Exhibit 99.1 hereto. The Company is not including the information contained on its website as part of, or incorporating it by reference into, this Current Report on Form 8-K.

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Index

Exhibit No.Description

99.1 Third Quarter and First Nine Months of Fiscal Year 2026, Earnings Press Release

104Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (including the Exhibits hereto) contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “target,” “project,” “may,” “could,” “would,” “approximately,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “commit,” “estimate,” “potential,” “ambitions,” “outlook” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Such statements are based on the current expectations of the management of the Company, and are qualified by the inherent risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. None of the Company or any of its respective directors, executive officers, or adv

EX-99.1

2 exhibit991q22026.htm

EX-99.1

Document

Exhibit 99.1

Amcor Reports Solid Second Quarter Results and Reaffirms Fiscal 2026 Guidance

Highlights - Three Months Ended December 31, 2025

•Net sales $5,449 million, up 68% driven by the Berry acquisition

•GAAP Net income $177 million including acquisition related costs and GAAP diluted EPS of $0.38

•Acquisition synergies of $55 million at upper end of expectations and targets reaffirmed

•Adjusted EBITDA $826 million, up 83% and adjusted EBIT $603 million, up 66%

•Adjusted EBITDA margin of 15.2%, up from 14% and adjusted EBIT margin of 11.1%, flat

•Adjusted EPS of $0.86, up 7%

•Free Cash Flow $289 million including Berry transaction, restructuring and integration costs of $69 million

•Quarterly dividend of $0.65 declared

Highlights - Fiscal First Half Ended December 31, 2025

•Net sales $11,194 million, up 70% driven by the Berry acquisition

•GAAP Net income $439 million including acquisition related costs and GAAP diluted EPS of $0.95

•Adjusted EBITDA $1,736 million, up 89% and adjusted EBIT $1,290 million, up 77%

•Adjusted EBITDA margin of 15.5%, up from 13.9% and adjusted EBIT margin of 11.5%, up from 11.0%

•Adjusted EPS of $1.83, up 14%

Fiscal 2026 Guidance Reaffirmed:

•Adjusted EPS $4.00-$4.15 representing 12-17% constant currency growth

•Free Cash Flow $1.8-1.9 billion

Amcor CEO Peter Konieczny said, "Our Q2 financial performance was in line with expectations in a challenging volume environment. Strong Adjusted EPS growth was driven by disciplined execution and synergy benefits from the Berry acquisition at the upper end of expectations. Performance through the first half of the year supports our confidence in reaffirming fiscal 2026 earnings and free cash flow guidance. Portfolio optimization actions are progressing well, positioning us to be the global leader in consumer packaging and dispensing solutions for nutrition, health, beauty and wellness."

Key Financials (1)(2)(3) Three Months Ended December 31,Six Months Ended December 31,

GAAP results2024 $ million2025 $ million2024 $ million2025 $ million

Net sales3,241 5,449 6,594 11,194

Net income attributable to Amcor plc163 177 354 439

EPS (diluted, $)0.56 0.38 1.22 0.95

Reported ∆%Reported ∆%

Three Months Ended December 31,Six Months Ended December 31,

Adjusted non-GAAP results2024 $ million2025 $ million2024 $ million2025 $ million

Net sales3,241 5,449 686,594 11,194 70

EBITDA453 826 83919 1,736 89

EBIT363 603 66728 1,290 77

Net income233 400 72467 848 82

EPS ($)0.80 0.86 71.61 1.83 14

Free Cash Flow358 289 (38)(53)

All amounts referenced throughout this document are in US dollars unless otherwise indicated and numbers may not add up to the totals provided due to rounding.

(1) Adjusted non-GAAP results exclude items not considered representative of ongoing operations. Further details on non-GAAP measures and reconciliations to GAAP measures can be found under "Presentation of non-GAAP information”.

(2) All prior year results reflect the Amcor plc group, considered the accounting acquirer in the April 30, 2025 combination between Amcor plc and Berry Global.

(3) All periods presented in this release have been retroactively adjusted to reflect the 1-for-5 reverse stock split effected on January 14, 2026. Further details can be found under 'Reverse Stock Split.

1

Financial Results

Three months ended December 31, 2025

Net sales of $5,449 million were 63% higher than last year on a constant currency basis, including approximately $2.2 billion of acquired sales net of divestments, which represents growth of approximately 66%. The pass through of movements in raw material costs had no material impact on net sales and the remaining (3%) year over year variation reflects the impact of lower volumes.

The Company estimates that volumes were approximately 1.5% lower than estimated combined volumes for the legacy Amcor and legacy Berry businesses in the December quarter last year, excluding non-core and divested businesses. The Company estimates that price/mix did not have a material impact on net sales.

Adjusted EBIT of $603 million was 62% higher than last year on a constant currency basis, including approximately $210 million of acquired EBIT net of divestments which represents growth of approximately 58%. The remaining 4% year over year variation mainly reflects synergy benefits from the Berry acquisition of approximately $50 million, continued disciplined execution against cost and productivity initiatives, partly offset by lower volumes, primarily in non-core businesses.

GAAP net interest expense was $154 million and GAAP income tax expense was $3 million. Inclusive of acquisition related financial benefits of approximately $5 million, adjusted net interest expense was $140 million and adjusted tax expense was $63 million representing an effective tax rate of 13.6%. Interest expense was $73 million higher than the prior year primarily as a result of