UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9576
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
OWENS-ILLINOIS, INC. STOCK PURCHASE AND SAVINGS PROGRAM
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
One Michael Owens Way
Perrysburg, Ohio 43551-2999
Owens-Illinois, Inc.
Stock Purchase and Savings Program
Financial Statements
and Supplemental Schedule
Years ended December 31, 2025 and 2024
Contents
2 | |
Financial Statements | |
3 | |
4 | |
5 | |
Supplemental Schedule | |
Schedule H, Line 4i-Schedule of Assets (Held at End of Year) | 12 |
13 | |
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of Owens-Illinois, Inc. Stock Purchase and Savings Program
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of Owens-Illinois, Inc. Stock Purchase and Savings Program (the Plan) as of December 31, 2025 and 2024, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 1987.
Toledo, Ohio
June 23, 2026
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Statements of Net Assets Available for Benefits
December 31, | ||||||
| 2025 | | 2024 | |||
Assets: |
| |
| | ||
Interest in investments of the Trust | $ | | $ | | ||
Notes receivable from participants |
| |
| | ||
Contributions receivable: |
| |
| | ||
Participant |
| — |
| | ||
Employer |
| — |
| | ||
Net assets available for benefits | $ | | $ | | ||
The accompanying notes are an integral part of the financial statements.
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Statements of Changes in Net Assets Available for Benefits
Year ended December 31, | ||||||
| 2025 | | 2024 | |||
Interest in investment gain (loss) of the Trust | $ | | $ | | ||
Contributions: |
| |
| | ||
Participant |
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Employer |
| |
| | ||
Other |
| — |
| | ||
Interest income due to notes receivable from participants |
| |
| | ||
Participant withdrawals |
| ( |
| ( | ||
Administration fees |
| ( |
| ( | ||
Other |
| — |
| ( | ||
Increase (decrease) in net assets available for benefits prior to transfers |
| |
| ( | ||
| ||||||
Plan to plan transfers-in |
| |
| | ||
Plan to plan transfers-out |
| ( |
| ( | ||
Increase (decrease) in net assets available for benefits | | ( | ||||
Net assets available for benefits at beginning of year |
| |
| | ||
Net assets available for benefits at end of year | $ | | $ | | ||
The accompanying notes are an integral part of the financial statements.
4
Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements
December 31, 2025
1. Plan Description
The Owens-Illinois, Inc. Stock Purchase and Savings Program (the “Plan”) was adopted by O-I Glass, Inc. (the “Company”) for the benefit of eligible U.S. salaried employees of the Company and certain of its subsidiaries and affiliates.
The Plan’s investments are held in the Owens-Illinois, Inc. Master Savings Trust (the “Trust”) administered by the O-I Glass, Inc. Employee Benefits Committee (the “Committee”). Effective January 1, 2025, the Plan’s Trustee is Fidelity Management Trust Company (previously John Hancock) (the “Trustee”) and recordkeeping is managed by Fidelity Workplace Services LLC (previously John Hancock) (the “Recordkeeper”), along with the assets of another defined contribution plan of the Company.
The Plan is a defined contribution plan which provides eligible employees, upon completion of the required service period, the opportunity to make contributions on a pretax basis and/or in the form of a designated Roth contribution, in specific percentages, within guidelines established by the Company. Participants are auto enrolled
Effective January 1, 2025, the Company contributes to the Plan on behalf of each participant an amount equal to
In the Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 2024, Other contributions represents qualified nonelective employer contributions related to the settlement of a class action lawsuit. This matter was fully resolved upon receipt of this contribution.
Each participant’s account is credited with the participant’s contributions and the Company’s matching contributions and allocations of plan earnings, and is charged with an allocation of administrative expenses. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. Allocations of plan administrative expenses are based on the participant’s account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
The Plan invests in common stock of the Company through its Company Stock Fund. The Company Stock Fund may also hold cash or other short-term securities, although these are expected to be a small percentage of the fund. The Company has implemented a dividend pass through election for its participants.
Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Company prior to the time that such rights may be exercised. The Trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The Trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Committee directs the Trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
Within certain limitations, a participant may also transfer into the Plan a rollover contribution or other assets from another qualified plan.
With certain exceptions, participants may transfer existing fund balances among the various investment funds daily. Transfers into the Company Stock Fund will not be permitted until
Upon separation from service with the Company due to death, disability, retirement or termination, a participant may elect to receive either a lump sum or may elect installment payments on a monthly basis. The benefit to which a participant is entitled is the benefit that can be provided from the vested value of the participant’s account. In-service withdrawals are available in certain limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue Service (“IRS”) and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal.
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”). Distributions would be made in accordance with the terms of the Plan document.
The information above is intended as a general description of the Plan’s operating guidelines. Reference should be made to the Plan document for more specific provisions.
6
Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Payment of Benefits
Benefits are recorded when paid.
Notes Receivable from Participants
Notes receivable from participants are loans of a portion of the participants’ existing account balance that the Plan permits participants to borrow. Loans are made subject to certain conditions and limitations specified in the Plan and are repaid in weekly installments, including interest. The Plan allows active participants to only have
Contributions
Participant contributions and the matching employer contributions are recorded in the year in which the participant contributions are withheld from compensation.
Basis of Presentation and Plan Investments
The accompanying financial statements reflect the Plan’s total interest in the net assets and transactions of the Trust as allocated by the Recordkeeper and any such other investments and transactions related solely to the Plan. Net assets, as well as earnings and losses, of the Trust are allocated to the Plan based on the sum of the individual accounts of the Plan’s participants. The Trust also invests in the common stock of the Company. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA.
The Plan has specific interests in certain investments of the Trust based on account balances of the participants and their investment options. The Trust assets are allocated among the participating plans by assigning to each plan those transactions (primarily contributions, benefit payments, and plan-specific expenses) that can be specifically identified and by allocating among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the Trust.
7
Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
The following tables present the net assets of the Trust and the Plan’s interest in the Trust:
December 31, 2025 |
| ||||||
| Trust Balances | | Plan’s Interest in Trust Balances |
| |||
Common/collective trust funds | $ | | $ | | |||
Mutual funds |
| |
| | |||
Common stock |
| |
| | |||
Pooled separate account |
| |
| | |||
Self-directed brokerage account |
| |
| | |||
Total net assets | $ | | $ | | |||
Plan’s interest as a percentage of the Trust |
| |
| | % | ||
December 31, 2024 |
| ||||||
| Trust Balances | | Plan’s Interest in Trust Balances |
| |||
Common/collective trust funds | $ | | $ | | |||
Mutual funds |
| |
| | |||
Non-interest bearing cash |
| |
| | |||
Pooled separate account |
| |
| | |||
Common stock |
| |
| | |||
Self-directed brokerage account |
| |
| | |||
Total net assets | $ | | $ | | |||
Plan’s interest as a percentage of the Trust |
| |
| | % | ||
The investment income of the Trust are as follows:
Year Ended December 31, | ||||||
| 2025 | | 2024 | |||
Interest and dividends | $ | | $ | | ||
Net appreciation in fair value of investments |
| |
| | ||
Total investment income | $ | | $ | | ||
Plan’s interest in investment income of the Trust | $ | | $ | | ||
Investment Valuation and Income Recognition
Investments held by the Trust are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
Tax Status
The Plan has
Accounting principles generally accepted in the United States require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Plan Expenses
Plan expenses are paid by either the Plan or the Company, as provided by the Plan’s provisions.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates and assumptions.
Risk and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
3. Fair Value Measurements
Generally accepted accounting principles (“GAAP”) define fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation techniques and inputs used for each general type of assets measured at fair value:
Common/collective trust funds: The common/collective trust funds are valued at the net asset value (“NAV”) provided by the administrator of the fund.
Common stock: Consists of the Company’s stock valued using quoted market prices on the last business day of the year.
Mutual funds: The shares of mutual funds are valued at quoted market prices which represent the NAV of shares held by the Plan at year-end.
Non-interest bearing cash: The non-interest bearing cash is valued at cost, which approximates fair value.
Pooled separate account: The pooled separate account is valued at the NAV provided by the administrator of the fund.
Self-directed brokerage account: This investment is comprised of cash and cash equivalents, mutual funds, common stock, exchange-traded funds, and other assets as permitted by the Plan document. The fair values of the funds are determined on the basis of quoted market prices in an active market.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Trust believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. No transfers between levels occurred during 2025 or 2024.
10
Owens-Illinois, Inc.
Stock Purchase and Savings Program
Notes to Financial Statements – Continued
December 31, 2025
The following table sets forth by level, within the fair value hierarchy, the Trust’s assets at fair value:
December 31, 2025 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Common/collective trust funds | $ | | $ | — | $ | — | $ | | ||||
Mutual funds |
| |
| — |
| — |
| | ||||
Common stock |
| |
| — |
| — |
| | ||||
Pooled separate account |
| |
| — |
| — |
| | ||||
Self-directed brokerage account |
| |
| — |
| — |
| | ||||
Total assets at fair value | $ | | $ | — | $ | — | $ | | ||||
December 31, 2024 | ||||||||||||
| Level 1 | | Level 2 | | Level 3 | | Total | |||||
Common/collective trust funds | $ | | $ | — | $ | — | $ | | ||||
Mutual funds |
| |
| — |
| — |
| | ||||
Non-interest bearing cash |
| |
| — |
| — |
| | ||||
Pooled separate account |
| |
| — |
| — |
| | ||||
Common stock |
| |
| — |
| — |
| | ||||
Self-directed brokerage account |
| |
| — |
| — |
| | ||||
Total assets at fair value | $ | | $ | — | $ | — | $ | | ||||
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Owens-Illinois, Inc.
Stock Purchase and Savings Program
Employer Identification No. 22-2781933
Plan No. 033
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2025
Shares or | | ||||
Principal | Fair | ||||
Description | | Amount | | Value | |
*Notes receivable from participants |
| Interest rates ranging from | $ | | |
*Party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Owens-Illinois, Inc. Stock Purchase and Savings Program | ||
Dated: June 23, 2026 | By: | O-I Glass, Inc. |
Employee Benefits Committee | ||
By: | /s/ Michael Buchs | |
Michael Buchs | ||
Member of the Employee Benefits Committee | ||
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