Form 4: Greif Director Acquires Phantom Stock Units

Greif Director B. Andrew Rose acquired 18.26 cash-settled phantom stock units, increasing his beneficial ownership to 2,225.44 units.

Summary

• Director B. Andrew Rose of Greif, Inc. acquired 18.26 phantom stock units on January 2, 2026.
• These phantom stock units are cash-settled and are the economic equivalent of one share of Greif's Class A Common Stock.
• The transaction occurred at a price of $67.7 per phantom stock unit.
• Following this acquisition, Rose's total beneficial ownership of phantom stock units increased to 2,225.44 units.
• The acquisition was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The acquisition of phantom stock units by a director, even if part of compensation, generally indicates continued alignment of interests with the company's performance. However, it is a routine compensation event rather than a strong signal of new company developments.

Positives

• Director B. Andrew Rose increased his beneficial ownership of phantom stock units, which aligns his financial interests with the long-term performance of Greif's Class A Common Stock.
• The transaction was conducted under a Rule 10b5-1(c) plan, demonstrating a structured and pre-planned approach to equity compensation or investment, which can mitigate concerns about opportunistic insider trading.

Risks

• The value of the phantom stock units is directly tied to the performance of Greif's Class A Common Stock, meaning their future cash settlement value could fluctuate based on market conditions and company performance.
• Phantom stock units are cash-settled and do not represent direct equity ownership, so the director does not hold voting rights or direct dividend entitlements associated with actual shares.

Future Outlook

This filing reports a past insider transaction and does not contain any forward-looking statements or guidance from Greif, Inc. regarding its future performance or strategic direction. The settlement of the phantom stock units will occur upon a future fixed date designated by the reporting person or upon his termination from the Board.

Industry Context

The acquisition of phantom stock units by a director is a common practice in corporate governance and executive compensation across various industries, including the industrial packaging sector where Greif operates. This type of compensation is designed to align the interests of directors and executives with long-term shareholder value without granting immediate equity ownership.

Comparison to Industry Standards

• Phantom stock units are a widely utilized form of long-term incentive compensation for board members and senior executives in publicly traded companies, including those in the manufacturing and packaging sectors like Greif.
• The use of Rule 10b5-1 plans for insider transactions is a standard compliance measure adopted by many companies and their insiders to establish an affirmative defense against potential insider trading allegations, reflecting best practices in corporate governance.

Related Party Transactions

• The acquisition of phantom stock units by Director B. Andrew Rose from Greif, Inc. constitutes a related party transaction as part of his compensation.

Stakeholder Impact

• Shareholders: The director's increased beneficial ownership of phantom stock units aligns his financial interests with the long-term performance of the company's stock, which could be viewed as a positive signal of commitment.
• Director (B. Andrew Rose): This transaction adds to his compensation package, providing a future cash payout tied to the company's stock performance.

Next Steps

• The phantom stock units will be settled in cash upon the earlier of a future fixed date designated by B. Andrew Rose at the time of the deferral election, or his termination from the Board due to retirement, death, disability, or other reason.

Key Dates

Keywords

Greif Inc, GEF, Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Compensation, B. Andrew Rose, Rule 10b5-1