Form 8-K

8-K — O-I Glass, Inc. /DE/

Accession: 0001104659-26-055011

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0000812074

SIC: 3221 (GLASS CONTAINERS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613300d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613300d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2613300d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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0000812074

2026-05-04

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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

May

4, 2026

Date of Report (Date of earliest event reported)

O-I

GLASS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-9576

22-2781933

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

One Michael Owens Way

Perrysburg,

Ohio

(Address

of principal executive offices)

43551-2999

(Zip

Code)

(567)

336-5000

(Registrant’s telephone number, including

area code)

(Former name or former address,

if changed since last report)

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 class

Trading

symbol

Name

of each exchange on which

registered

Common stock, $.01 par value

New 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 7.01. REGULATION

FD DISCLOSURE.

Offering of Notes

On May 4, 2026, O-I

Glass, Inc. (the “Company”) issued a press release (the “Launch Press Release”) announcing that Owens-Brockway

Glass Container Inc. (“OBGC”), an indirect wholly owned subsidiary of the Company, intends to offer in a private offering

(the “Offering”) $500 million aggregate principal amount of senior notes due 2033. Subsequently, on May 4, 2026, the Company

issued a press release (the “Pricing Press Release”) announcing that it priced the Offering of $500 million aggregate principal

amount of its 9.500% senior notes due 2033 (the “Notes”). The Notes will be issued at par and guaranteed on a joint and several

basis by Owens-Illinois Group, Inc. (“OI Group”) and certain U.S. domestic subsidiaries of OI Group that are guarantors

under OI Group’s credit agreement. The Offering is expected to close on May 18, 2026, subject to the satisfaction of customary

closing conditions. Copies of the Launch Press Release and the Pricing Press Release are furnished as Exhibit 99.1 and Exhibit 99.2,

respectively, to this Current Report and are incorporated herein by reference.

The Notes will be issued pursuant

to an indenture that will contain covenants which, among other things, restrict the ability of OI Group and its subsidiaries to incur

liens, engage in certain sale and leaseback transactions and consolidate, merge or sell all or substantially all of OI Group’s assets.

OBGC expects to use the net

proceeds from the Offering, together with borrowings under the Company’s revolving credit facility and cash on hand, to redeem

all of OBGC’s outstanding 6.625% Senior Notes due 2027 (the “2027 OBGC Notes”), of which approximately $612 million

aggregate principal amount are outstanding as of the date of this report. OBGC issued a conditional

notice of full redemption for the 2027 OBGC Notes following the pricing of the Offering. The Redemption is conditioned upon the completion

of the Offering in an aggregate principal amount that is satisfactory to OBGC.

The Notes and the guarantees

have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities

laws, and will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under

the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities

Act. Unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption

from the registration requirements of the Securities Act and applicable state securities laws. Prospective purchasers that are qualified

institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5

of the Securities Act provided by Rule 144A.

The information contained

in this Item 7.01 is for informational purposes only and shall not constitute a notice of redemption for the 2027 OBGC Notes or an offer

to sell or the solicitation of an offer to buy the 2027 OBGC Notes, the Notes or the guarantees, nor shall there be any sale of the Notes

and the guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state.

The information contained in this Item 7.01, including Exhibit 99.1

and Exhibit 99.2, is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section or Sections 11 and 12(a)(2) of the Securities Act and such information shall not be deemed incorporated by reference

into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K

contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Exchange Act and

Section 27A of the Securities Act. Forward-looking statements reflect the Company’s current expectations and projections about

future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,”

“will,” “could,” “would,” “should,” “may,” “plan,” “estimate,”

“intend,” “predict,” “potential,” “continue,” “target,” “commit,”

and the negatives of these words and other similar expressions generally identify forward-looking statements.

It is possible that the Company’s

future financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the

Company’s ability to achieve expected benefits from cost management, efficiency improvements, and profitability initiatives, such

as its Fit to Win initiative, including expected impacts from production curtailments, reduction in force and furnace closures, (2) the

general credit, financial, political, economic, legal and competitive conditions in markets and countries where the Company has operations,

including uncertainties related to economic and social conditions, trade policies and disputes, financial market conditions, disruptions

in the supply chain, competitive pricing pressures, inflation or deflation, changes in tax rates, changes in laws or policies, legal proceedings

involving the Company, war, civil disturbance or acts of terrorism, natural disasters, public health issues and weather, (3) cost

and availability of raw materials, labor, energy and transportation (including impacts related to the current conflicts in the Middle

East and between Russia and Ukraine and disruptions in supply of raw materials caused by transportation delays), (4) competitive

pressures from other glass container producers and alternative forms of packaging or consolidation among competitors and customers, (5) changes

in consumer preferences or customer inventory management practices, (6) the continuing consolidation of the Company’s customer

base, (7) risks related to the development, deployment and use of artificial intelligence technologies, (8) the Company’s

inability to improve glass melting technology in a cost-effective manner and introduce productivity, process and network optimization

actions, (9) unanticipated supply chain and operational disruptions, including higher capital spending, (10) seasonality of

customer demand, (11) the failure of the Company’s joint venture partners to meet their obligations or commit additional capital

to the joint venture, (12) labor shortages, labor cost increases or strikes, (13) the Company’s ability to acquire or divest businesses,

acquire and expand plants, integrate operations of acquired businesses and achieve expected benefits from acquisitions, divestitures or

expansions, (14) the Company’s ability to generate sufficient future cash flows to ensure the Company’s goodwill is not impaired,

(15) any increases in the underfunded status of the Company’s pension plans, (16) any failure or disruption of the Company’s

information technology, or those of third parties on which the Company relies, or any cybersecurity or data privacy incidents affecting

the Company or its third-party service providers, (17) risks related to the Company’s indebtedness or changes in capital availability

or cost, including interest rate fluctuations and the ability of the Company to generate cash to service indebtedness and refinance debt

on favorable terms, (18) risks associated with operating in foreign countries, (19) foreign currency fluctuations relative to the U.S.

dollar, (20) changes in tax laws or global trade policies, (21) the Company’s ability to comply with various environmental legal

requirements, (22) risks related to recycling and recycled content laws and regulations, (23) risks related to climate-change and air

emissions, including related laws or regulations and increased ESG scrutiny and changing expectations from stakeholders, and the other

risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequently

filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission.

It is not possible to foresee

or identify all such factors. Any forward-looking statements in this Current Report on Form 8-K are based on certain assumptions

and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments,

and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of future performance

and actual results, or developments may differ materially from expectations. While the Company continually reviews trends and uncertainties

affecting the Company’s results of operations and financial condition, the Company does not assume any obligation to update or supplement

any particular forward-looking statements contained in this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL

STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Launch Press Release, dated May 4, 2026

99.2

Pricing Press Release, dated May 4, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

O-I GLASS, INC.

Date: May 4, 2026

By:

/s/ John A. Haudrich

Name:

John A. Haudrich

Title:

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613300d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

For more information, contact:

Chris Manuel

Vice President of Investor Relations

567-336-2600

Chris.Manuel@o-i.com

Owens-Brockway Glass Container Inc. Launches

$500 Million Senior Notes Offering

PERRYSBURG,

Ohio (May 4, 2026):

O-I Glass, Inc. (the “Company”)

announced that Owens-Brockway Glass Container Inc. (“OBGC”), an indirect wholly owned subsidiary of the Company, intends to

offer, subject to market and other conditions, $500 million aggregate principal amount

of its senior notes due 2033 (the “Notes”) in a private offering (the “Offering”) to eligible purchasers under

Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). OBGC’s obligations

under the Notes will be guaranteed on a joint and several basis by Owens-Illinois Group, Inc. (“OI Group”) and certain

U.S. domestic subsidiaries of OI Group that are guarantors under OI Group’s credit agreement.

OBGC expects

to use the net proceeds from the Offering, together with borrowings under the Company’s revolving credit facility and cash on hand, to redeem

all of OBGC’s outstanding 6.625% Senior Notes due 2027 (the “2027 OBGC Notes”).

The Notes and the guarantees have not been registered

under the Securities Act, or applicable state securities laws, and will be offered only to persons reasonably believed to be qualified

institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the

United States in reliance on Regulation S under the Securities Act. Unless so registered, the Notes and the guarantees may not be offered

or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state

securities laws. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be

relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

The

information contained in this news release is for informational purposes only and shall not constitute a notice of redemption for

the 2027 OBGC Notes or an offer to sell or the solicitation of an offer to buy the 2027 OBGC Notes, the Notes or the guarantees, nor shall

there be any sale of the Notes and the guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such state.

About O-I Glass

At O-I Glass, Inc. (NYSE: OI), we love glass

and we’re proud to be one of the leading producers of glass bottles and jars around the globe. Glass is not only beautiful, it’s

also pure and completely recyclable, making it the most sustainable rigid packaging material. Headquartered in Perrysburg, Ohio (USA),

O-I is the preferred partner for many of the world’s leading food and beverage brands. We innovate in line with customers’

needs to create iconic packaging that builds brands around the world. Led by our diverse team of approximately 19,000 people across 61

plants in 18 countries, O-I achieved net sales of $6.4 billion in 2025.

Forward-Looking Statements

This

press release contains “forward-looking” statements related to the Company within the meaning of Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act. Forward-looking statements

reflect the Company’s current expectations and projections about future events at the time, and thus involve uncertainty and risk.

The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,”

“should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,”

“continue,” “target,” “commit” and the negatives of these words and other similar expressions generally

identify forward-looking statements.

It is possible that the Company’s future

financial performance may differ from expectations due to a variety of factors including, but not limited to the following: (1) the