0000043920false00000439202023-02-012023-02-010000043920us-gaap:CommonClassAMember2023-02-012023-02-010000043920us-gaap:CommonClassBMember2023-02-012023-02-01

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

February 1, 2023

Date of Report (Date of earliest event reported)

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-00566			31-4388903
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

425 Winter Road			Delaware			Ohio			43015
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (740) 549-6000

Not Applicable

(Former name or former address, if changed since last report.)

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. ☐

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

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Class A Common Stock			GEF			New York Stock Exchange
Class B Common Stock			GEF-B			New York Stock Exchange

---

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 (see General Instruction A.2. below):

☐    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))

---

Section 5 – Corporate Governance and Management

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 1, 2023, Peter G. Watson, Executive Chairman and a Named Executive Officer of Greif, Inc. (the “Company”), retired as an employee of the Company. On that date, Mr. Watson’s title changed from Executive Chairman to Chairman of the Board. Mr. Watson will remain on the Board through the Company’s 2023 Annual Meeting of Stockholders, to be held February 28, 2023, as he will be retiring from the Board and not standing for re-election.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GREIF, INC.
Date: February 1, 2023			By			/s/ Gary R. Martz
						Gary R. Martz Executive Vice President and General Counsel