BALL Ball Corp

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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February 16, 2024

Date of Report (Date of earliest event reported)

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BALL CORPORATION

(Exact name of Registrant as specified in its charter)

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9200 W. 108^th Circle, P.O. Box 5000, Westminster, CO 80021-2510

(Address of principal executive offices, including ZIP Code)

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(303) 469-3131

(Registrant’s telephone number, including area code)

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Not Applicable

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

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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):

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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).

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

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Ball Corporation

Current Report on Form 8-K

Dated February 16, 2024

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Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 16, 2024, Ball Corporation (“Ball”) issued a press release announcing the completion of the sale of its aerospace business, after previously entering into a Stock Purchase Agreement with BAE Systems, Inc., a Delaware corporation. A copy of the press release is attached hereto as Exhibit 99.1. The foregoing description and the information provided in the attached press release are qualified in their entirety by reference to the full text of the Stock Purchase Agreement, a copy of which was filed as Exhibit 2.1 to Ball’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2023 and which is incorporated herein by reference.

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The information in Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liability of

that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of

1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.

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SIGNATURE

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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.

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Date: February 16, 2024

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Exhibit 99.1

	​ ​ ​	Bradford Walton 415-254-7168, bradford.walton@ball.com ​
	News Release For Immediate Release www.ball.com	Investor Contact: Ann T. Scott 303-460-3537, ascott@ball.com Media Contact: Bradford Walton 415-254-7168, bradford.walton@ball.com

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Ball Completes Sale of Aerospace Business

WESTMINSTER, Colo., February 16, 2024 — Ball Corporation (NYSE: BALL) the world’s leading producer of sustainable aluminum packaging for global beverage and household brands, today announced that the company completed the sale of its aerospace business for approximately $5.6 billion subject to customary closing adjustments.

“Today marks a significant milestone in Ball’s 144-year history. We extend our best wishes for continued success to our former colleagues and their new BAE Systems, Inc. teammates. Ball will utilize the approximately $4.5 billion of after-tax cash proceeds to reduce leverage, return value to shareholders and embark on the next step in our journey with greater financial flexibility and a focused purpose of advancing sustainability through aluminum packaging solutions that support a world free from waste. Our culture, purpose, operating model, and team are aligned with current and future shareholders’ interests by acting responsibly, delivering innovation at scale, and generating cash flow and higher EVA returns to accelerate shareholder value creation now and beyond," said Daniel W. Fisher, chairman and chief executive officer.

“As previously communicated, the company will use approximately $2 billion of the after-tax proceeds to reduce net debt and use approximately $2 billion of the after-tax proceeds to return value to shareholders via share repurchases and utilize the remaining proceeds to further strengthen the balance sheet,” said Howard Yu, executive vice president and chief financial officer.

Morgan Stanley & Co. LLC served as Ball Corporation's financial advisor. Skadden, Arps, Slate, Meagher and Flom LLP and Axinn Veltrop and Harkrider LLP served as Ball Corporation's legal and regulatory advisors for the transaction.

About Ball Corporation

Ball Corporation supplies innovative, sustainable aluminum packaging solutions for beverage, personal care and household products customers. Ball Corporation employs 16,000 people worldwide (excluding divested aerospace staff) and reported 2023 net sales of $14.03 billion. For more information, visit www.ball.com, or connect with us on Facebook or Twitter.

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Forward-Looking Statement

This release contains “forward-looking” statements concerning future events and financial performance. Words such as “expects,” “anticipates,” “estimates,” “believes,” and similar expressions typically identify forward looking statements, which are generally any statements other than statements of historical fact. Such statements are based on current expectations or views of the future and are subject to risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied. You should therefore not place undue reliance upon any forward-looking statements, and they should be read in conjunction with, and qualified in their entirety by, the cautionary statements referenced below. Ball undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Key factors, risks and

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Exhibit 99.1

uncertainties that could cause actual outcomes and results to be different are summarized in filings with the Securities and Exchange Commission, including Exhibit 99 in Ball’s Form 10-K, which are available on Ball’s website and at www.sec.gov. Additional factors that might affect: a) Ball’s packaging segments include product capacity, supply, and demand constraints and fluctuations and changes in consumption patterns; availability/cost of raw materials, equipment, and logistics; competitive packaging, pricing and substitution; changes in climate and weather and related events such as drought, wildfires, storms, hurricanes, tornadoes and floods; footprint adjustments and other manufacturing changes, including the startup of new facilities and lines; failure to achieve synergies, productivity improvements or cost reductions; unfavorable mandatory deposit or packaging laws; customer and supplier consolidation; power and supply chain interruptions; changes in major customer or supplier contracts or loss of a major customer or supplier; inability to pass through increased costs; war, political instability and sanctions, including relating to the situation in Russia and Ukraine and its impact on Ball’s supply chain and its ability to operate in Europe, the Middle East and Africa regions generally; changes in foreign exchange or tax rates; and tariffs, trade actions, or other governmental actions, including business restrictions and orders affecting goods produced by Ball or in its supply chain, including imported raw materials; and b) Ball as a whole include those listed above plus: the extent to which sustainability-related opportunities arise and can be capitalized upon; changes in senior management, succession, and the ability to attract and retain skilled labor; regulatory actions or issues including those related to tax, environmental, social and governance reporting, competition, environmental, health and workplace safety, including U.S. Federal Drug Administration and other actions or public concerns affecting products filled in Ball’s containers, or chemicals or substances used in raw materials or in the manufacturing process; technological developments and innovations; the ability to manage cyber threats; litigation; strikes; disease; pandemic; labor cost changes; inflation; rates of return on assets of Ball’s defined benefit retirement plans; pension changes; uncertainties surrounding geopolitical events and governmental policies, including policies, orders, and actions related to COVID-19; reduced cash flow; interest rates affecting Ball’s debt; successful or unsuccessful joint ventures, acquisitions and divestitures, and their effects on Ball’s operating results and business generally.

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