PTVE / Pactiv Evergreen Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39528 PACTIV EVERGREEN INC. (Exact name of registrant as specified in i

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 Date of Report (Date of earliest event reported): April 1, 2025 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PACTIV EVERGREEN INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PACTIV EVERGREEN INC. FIRST: The name of this Corporation shall be Pactiv Evergreen Inc. (the “Corporation”). SECOND: Its registered office in the State of Delaware is to be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, United States, and the name of its registered agent at such address is Corporat

As filed with the Securities and Exchange Commission on April 1, 2025

As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

AMENDED AND RESTATED BYLAWS PACTIV EVERGREEN INC. Dated as of: April 1, 2025 ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PACTIV EVERGREEN INC. Dated as of: April 1, 2025 ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-3

Pactiv Evergreen Inc. Announces Receipt of All Required Regulatory Approvals for Planned Acquisition by Novolex

Exhibit 99.1 Pactiv Evergreen Inc. Announces Receipt of All Required Regulatory Approvals for Planned Acquisition by Novolex LAKE FOREST, Ill., March 28, 2025 — Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”) (NASDAQ: PTVE) today announced that all required regulatory approvals have been received in connection with the Company’s previously announced definitive agreement to be acquired

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): March 28, 2025 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fi

7.950% Debentures due 2025

Exhibit 99.1 Novolex Announces Pricing of Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC CHARLOTTE, N.C. — March 24, 2025 — Novolex Holdings, LLC (“Novolex” or the “Offeror”) announced today the consideration payable in connection with its previously announced offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): March 19, 2025 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fi

Novolex Announces Early Tender Results of Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC

Exhibit 99.2 Novolex Announces Early Tender Results of Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC CHARLOTTE, N.C. — March 25, 2025 — Novolex Holdings, LLC (“Novolex” or the “Offeror”) announced today the early tender results of its previously announced offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due 2025

Novolex Announces Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC

Exhibit 99.1 Novolex Announces Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC CHARLOTTE, N.C. — March 10, 2025 — Novolex Holdings, LLC (“Novolex” or the “Offeror”) announced today its offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due 2025 (the “Notes”) issued by Pactiv LLC (f/k/a Tenneco Packaging Inc.) (“Pact

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): March 10, 2025 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fi

Pactiv Evergreen Inc. Insider Trading Policy.

PACTIV EVERGREEN INC. INSIDER TRADING POLICY (Adopted May 5, 2023) I. SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES It is Pactiv Evergreen Inc.’s and its subsidiaries’ (collectively, the “Company”) policy that it will, without exception, comply with all applicable laws and regulations in conducting its business. Each employee, director, officer, consultant and other agent of the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39528 PACTIV EVERGREE

Master Supply Agreement, dated as of November 1, 2019, between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer, and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto.

[*] – Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended, because it is not material and is of the type that the registrant treats as private or confidential.

Pactiv Evergreen Inc. Involuntary Termination Protection Policy, Form of Participation Agreement and Participation Agreement, dated April 30, 2024, by and between the Registrant and Jonathan H. Baksht.

Exhibit 10.19 PACTIV EVERGREEN INC. INVOLUNTARY TERMINATION PROTECTION POLICY (Adopted: February 27, 2024) The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pactiv Evergreen Inc. (the “Company”), acting pursuant to Section 3.4(a) of its Charter, has adopted this Involuntary Termination Protection Policy (this “Policy”), and the Board has approved its applicati

Form of Recoupment Agreement and Amendment to Recoupment Agreement.

PACTIV EVERGREEN INC. RECOUPMENT AGREEMENT This Recoupment Agreement, dated as of December , 2024 (this “Agreement”), is entered into by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”), and (the “Executive”). R E C I T A L S WHEREAS, on the date hereof, the Company, Novolex Holdings, LLC, a Delaware limited liability company (“Parent”), and Alpha Lion Sub, Inc., a Delawar

List of Subsidiaries.

Exhibit 21.1 Pactiv Evergreen Inc. List of Subsidiaries as of February 25, 2025 Entity Jurisdiction Blue Ridge Paper Products LLC Delaware Coast Packaging Company LLC Delaware Evergreen Packaging LLC Delaware Evergreen Packaging Canada Limited Canada Evergreen Packaging International LLC Delaware Fabri-Kal LLC Delaware Pactiv LLC Delaware Pactiv Canada Inc. Canada Pactiv Europe Services LLC Delawa

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

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 Date of Report (Date of earliest event reported): January 21, 2025 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission

Pactiv Evergreen Inc. Announces Expiration of Hart-Scott-Rodino Waiting Period for Planned Acquisition by Novolex

Exhibit 99.1 Pactiv Evergreen Inc. Announces Expiration of Hart-Scott-Rodino Waiting Period for Planned Acquisition by Novolex LAKE FOREST, Ill., January 21, 2025 — Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”) (NASDAQ: PTVE) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Company’s previously

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION   Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐ Preliminary Information Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement   PACTIV EVERG

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Pactiv Evergreen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Pactiv Evergreen Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION   Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))  ☐ Definitive Information Statement   PACTIV EVERG

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

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 Date of Report (Date of earliest event reported): December 08, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission

Form of Recoupment Agreement

Exhibit 10.1 PACTIV EVERGREEN INC. RECOUPMENT AGREEMENT This Recoupment Agreement, dated as of December [], 2024 (this “Agreement”), is entered into by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”), and [] (the “Executive”). R E C I T A L S WHEREAS, on the date hereof, the Company, Novolex Holdings, LLC, a Delaware limited liability company (“Parent”), and Alpha Lion Su

PTVE / Pactiv Evergreen Inc. / Packaging Finance Ltd - FORM SC 13D/A Activist Investment

SC 13D/A 1 dp221801sc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Pactiv Evergreen Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 69526K 105 (CUSIP Number) Helen Golding c/o Packaging Finance Limited, Floor 9, 148 Quay Street Au

Novolex and Pactiv Evergreen Inc. to Combine, Establishing a Leading Manufacturer in Food and Beverage Packaging Pactiv Evergreen Shareholders to Receive $18.00 Per Share in Cash Complementary products, focus on innovation and sustainability create p

Exhibit 99.1 Novolex and Pactiv Evergreen Inc. to Combine, Establishing a Leading Manufacturer in Food and Beverage Packaging Pactiv Evergreen Shareholders to Receive $18.00 Per Share in Cash Complementary products, focus on innovation and sustainability create partner of choice across the food and beverage packaging industry Customer-centric, packaging solutions provider across substrates with a

Agreement and Plan of Merger, dated as of December 9, 2024, by and among Pactiv Evergreen Inc., Novolex Holdings, LLC and Alpha Lion Sub, Inc

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among NOVOLEX HOLDINGS, LLC, ALPHA LION SUB, INC. and PACTIV EVERGREEN INC. Dated as of December 9, 2024 Table of Contents Page Article I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation; Bylaws. 3 Section 1.6 Directors 3 Section 1.7 O

Pactiv Evergreen Reports Third Quarter 2024 Financial Results Solid execution and cost discipline Poised for next phase of Transformational Journey

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Third Quarter 2024 Financial Results Solid execution and cost discipline Poised for next phase of Transformational Journey Third Quarter 2024 Financial Highlights: • Net Revenues of $1,333 million for the third quarter of 2024 were down 3% compared to $1,379 million in the third quarter of 2023 and were approximately flat compared to $1,338 millio

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., November 12, 2024 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on December 13, 2024 to shareholders of record at the close of business on December 2, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN IN

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 12, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Pactiv Evergreen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Securities to Be Registered Fee Calculation Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (3) Fee Rate Amount of Registr

Amended and Restated Certificate of Incorporation of the Registrant and Certificate of Amendment thereto.

Exhibit 3.1 AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF PACTIV EVERGREEN INC. Pactiv Evergreen Inc. (the “Corporation”) is a corporation organized and existing under the laws of the State of Delaware. The Corporation was incorporated under the name “Reynolds Group Holdings Limited” on May 30, 2006 under the Companies Act 1993 of New Zealand. Pursuant to the certificate of conversion filed w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (E

Warehousing and Freight Services Agreement, dated as of November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC, and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto.

Exhibit 10.5 [*] – Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended, because it is not material and is of the type that the registrant treats as private or confidential. WAREHOUSING AND FREIGHT SERVICES AGREEMENT This Warehousing and Freight Services Agreement (referred to herein as the “Agreement”) is made as of November 1, 2019

As filed with the Securities and Exchange Commission on July 31, 2024

As filed with the Securities and Exchange Commission on July 31, 2024 Registration No.

Pactiv Evergreen Reports Second Quarter 2024 Financial Results Announced sale represents exit from paper mills furthering strategic transformation Second quarter impacted by end-market weakness and temporary operational disruptions at Pine Bluff mill

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Second Quarter 2024 Financial Results Announced sale represents exit from paper mills furthering strategic transformation Second quarter impacted by end-market weakness and temporary operational disruptions at Pine Bluff mill Revising 2024 guidance Second Quarter 2024 Financial Highlights: • Net Revenues of $1,338 million for the second quarter of

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., July 31, 2024 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on September 13, 2024 to shareholders of record at the close of business on August 30, 2024.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): July 31, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fil

Pactiv Evergreen Inc. Announces Definitive Agreement to Sell Pine Bluff Paper Mill and Waynesville Extrusion Facility to Suzano SA Concludes Strategic Alternatives Review

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Inc. Announces Definitive Agreement to Sell Pine Bluff Paper Mill and Waynesville Extrusion Facility to Suzano SA Concludes Strategic Alternatives Review LAKE FOREST, Ill., July 12, 2024 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) (“Pactiv Evergreen” or the “Company”) today announced that it has signed a definitive agreement (the “Agreement”)

Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments, Costs Associated with Exit or Disposal Activities

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 Date of Report (Date of earliest event reported): July 12, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fil

Amendment to the Amended and Restated Certificate of Incorporation of Pactiv Evergreen Inc., dated as of June 5, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PACTIV EVERGREEN INC. Pactiv Evergreen Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. This Certificate of Amendment amends the Amended and Restated Certificate of Incorporat

Amended and Restated Equity Incentive Plan of Pactiv Evergreen Inc., dated as of June 5, 2024.

Exhibit 10.1 PACTIV EVERGREEN INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN Section 1. Purpose. The purpose of the Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”) of Pactiv Evergreen Inc. (the “Company”) is to motivate and reward those employees, directors and consultants of the Company and its Subsidiaries to perform at the highest level and to further the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 05, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PACTIV EVERGREEN INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report PACTIV EVERGREEN INC. (Exact name of registrant as specified in its charter) Delaware 001-39528 88-0927268 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1900 W. Field Court Lake Forest, IL 60045 (Address of princip

Pactiv Evergreen Inc. Successfully Reprices and Upsizes Term Loan

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Inc. Successfully Reprices and Upsizes Term Loan LAKE FOREST, Ill., May 29, 2024 (GLOBE NEWSWIRE) – Pactiv Evergreen Inc. (NASDAQ: PTVE) (“Pactiv Evergreen” or the “Company”) today announced that the Company successfully completed the repricing and upsizing of its $990 million senior secured Term Loan B due September 24, 2028 (the “B-4 Term Loans”) and th

Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 18, dated May 28, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

EXHIBIT A As amended by Amendment No. 18 dated as of May 28, 2024 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2016 among PACTIV EVERGREEN GROUP HOLDINGS INC., PACTIV LLC and the other Borrowers set forth herein, as Borrowers, PACTIV EVERGREEN INC., THE LENDERS PARTY HERETO, and Wells Fargo Bank, National Association, as Administrative Agent Table of Contents Page ARTICLE I D

Specified Refinancing Amendment and Administrative Agency Transfer Agreement (Amendment No. 18), dated as of May 28, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as term loan facility administrative agent, and Wells Fargo Bank, National Association, as revolving credit facility administrative agent.

Exhibit 10.1 1 SPECIFIED REFINANCING AMENDMENT AND ADMINISTRATIVE AGENCY TRANSFER AGREEMENT (AMENDMENT NO. 18) dated as of May 28, 2024 (this “Agreement”), related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; and as amended by this Agreement

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): May 28, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission File

Pactiv Evergreen Inc. 1900 W. Field Court Lake Forest, Illinois 60045 Telephone: 847-482-2000

Pactiv Evergreen Inc. 1900 W. Field Court Lake Forest, Illinois 60045 Telephone: 847-482-2000 VIA EDGAR May 13, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Sarah Sidwell Re: Pactiv Evergreen Inc. Registration Statement on Form S-3 (the “Registration Statement”) File No. 333-279086 Ladies and Ge

Pactiv Evergreen Inc. 1900 W. Field Court Lake Forest, Illinois 60045 Telephone: 847-482-2000

Pactiv Evergreen Inc. 1900 W. Field Court Lake Forest, Illinois 60045 Telephone: 847-482-2000 May 6, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pactiv Evergreen Inc. Registration Statement on Form S-3 (File No. 333-279086) Ladies and Gentlemen: We are filing this letter in order to provide the staff of the Divisio

List of Guarantors.

Exhibit 22.1 The following subsidiaries of Pactiv Evergreen Inc. may be guarantors of debt securities issued by Pactiv Evergreen Inc.: Name of Entity State or other jurisdiction of incorporation or organization Blue Ridge Paper Products LLC Delaware Evergreen Packaging International LLC Delaware Evergreen Packaging LLC Delaware Fabri-Kal LLC Delaware Pactiv Europe Services LLC Delaware Pactiv Ever

Specified Refinancing Amendment, Incremental Amendment and Administrative Agency Transfer Agreement (Amendment No. 17), dated as of May 1, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders, and Wells Fargo Bank, National Association, as administrative agent for the revolving credit lenders.

EXHIBIT 10.1 SPECIFIED REFINANCING AMENDMENT, INCREMENTAL AMENDMENT AND ADMINISTRATIVE AGENCY TRANSFER AGREEMENT (AMENDMENT NO. 17) dated as of May 1, 2024 (this “Agreement”), related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; and as amend

Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the Trustee under the Indenture.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1  Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal executive off

Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 17, dated May 1, 2024, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors from time to time party thereto, the lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the lenders, and Wells Fargo Bank, National Association, as administrative agent for the revolving credit lenders.

EXHIBIT 10.2 CONFORMED CONVENIENCE COPY SHOWING CHANGES THROUGH AMENDMENT NO. 17, DATED MAY 1, 2024, TO THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT. NOTE THAT THIS CONFORMED COPY IS NOT AN OPERATIVE DOCUMENT. PLEASE REFERENCE THE EXECUTED VERSION OF THE FOURTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF AUGUST 5, 2016 AND AMENDMENTS THERETO FOR THE FINAL TERMS OF THE CREDIT AGREEMENT AS

As filed with the Securities and Exchange Commission on May 2, 2024

As filed with the Securities and Exchange Commission on May 2, 2024 Registration No.

ap UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

ap UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC

Form of Debt Security (included in Exhibit 4.1).

Exhibits 4.1 and 4.2 INDENTURE Dated as of , Between PACTIV EVERGREEN INC., as Issuer The Guarantors Named Herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 5 Section 101. Definitions. 5 Section 102. Compliance Certificates and Opinions. 12 Section 103. Form of Documents Delivered to Trustee. 12 S

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Pactiv Evergreen Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): May 02, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission File

Pactiv Evergreen Reports First Quarter 2024 Financial Results Solid operating performance despite macro challenges; Reiterating 2024 guidance

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports First Quarter 2024 Financial Results Solid operating performance despite macro challenges; Reiterating 2024 guidance First Quarter 2024 Financial Highlights: • Net Revenues of $1,252 million for the first quarter of 2024 were down 13% compared to $1,431 million in the first quarter of 2023 and down 2% compared to $1,274 million in the fourth quart

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., May 2, 2024 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on June 14, 2024 to shareholders of record at the close of business on May 31, 2024. About Pact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

DEF 14A

2023 Proxy Statement and Notice of Annual Meeting of Shareholders P ACTIV EVERGREEN PROXY ST A TEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 1 Pactiv Evergreen Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Forms of Performance Share Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.16 [Form of 2024 PSU Award Agreement] PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD MONTH XX, 20XX Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Performance Share Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amend

Pactiv Evergreen Inc. Involuntary Termination Protection Policy.

Exhibit 10.27 PACTIV EVERGREEN INC. INVOLUNTARY TERMINATION PROTECTION POLICY (Adopted: February 27, 2024) The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pactiv Evergreen Inc. (the “Company”), acting pursuant to Section 3.4(a) of its Charter, has adopted this Involuntary Termination Protection Policy (this “Policy”), and the Board has approved its applicati

Annual Incentive Plan: Summary Plan Descriptions.

Exhibit 10.17 [2024 AIP Summary Plan Description] Annual Incentive Plan Summary Plan Description Updated February 2024 I. PURPOSE Pactiv Evergreen Inc. (the “Company”) has established this Annual Incentive Plan (this “Plan”) to provide incentive compensation to individuals who make important contributions to the Company’s performance. Specific Plan objectives are to: • Reward individuals for enhan

List of Subsidiaries.

Exhibit 21.1 Pactiv Evergreen Inc. List of Subsidiaries as of February 29, 2024 Entity Jurisdiction Blue Ridge Paper Products LLC Delaware Coast-Packaging Company California Evergreen Packaging LLC Delaware Evergreen Packaging Canada Limited Canada Evergreen Packaging International LLC Delaware Fabri-Kal LLC Delaware Pactiv LLC Delaware Pactiv Canada Inc. Canada Pactiv Europe Services LLC Delaware

Forms of Restricted Stock Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.15 [Form of 2024 Employee RSU Award Agreement] PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Month XX, 20XX Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (a

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Pactiv Evergreen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Securities to Be Registered Fee Calculation Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (3) Fee Rate Amount of Registr

Evergreen Packaging Group Nonqualified Deferred Compensation Plan, together with amendments through December 27, 2023.

Exhibit 10.20 EVERGREEN PACKAGING GROUP NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of October 1, 2008 Amended and Restated as of January 1, 2017 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.1 ACCOUNT 1 1.2 ADMINISTRATOR 1 1.3 BENEFICIARY 2 1.4 BOARD 2 1.5 CODE 2 1.6 COMPANY 2 1.7 COMPANY CONTRIBUTION CREDIT ACCOUNT 2 1.8 COMPANY CONTRIBUTION CREDITS 2 1.9 COMPANY MATCHING CONTRIBUTION SUB

Amended and Restated Compensation Recovery Policy of Pactiv Evergreen Inc.

Exhibit 97.1 AMENDED AND RESTATED COMPENSATION RECOVERY POLICY OF PACTIV EVERGREEN INC. (Adopted July 31, 2023) The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pactiv Evergreen Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) in compliance with the requirements of Nasdaq Stock Market (“Nasdaq”) Rule 5608. Section 1. Recovery

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39528 PACTIV EVERGREE

Long-Term Incentive Plan: Summary Plan Descriptions.

Exhibit 10.18 [2024 LTIP Summary Plan Description] Long-Term Incentive Plan Summary Plan Description Updated February 2024 I. PURPOSE Pactiv Evergreen Inc. (the “Company”) has established this 2024 Long-Term Incentive Plan (this “Plan”) to provide equity grants to individuals who make important contributions to the Company’s long-term performance. Specific Plan objectives are to: • Recognize and r

As filed with the Securities and Exchange Commission on February 29, 2024

As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

Pactiv Evergreen Nonqualified Deferred Compensation Plan, together with amendments through December 27, 2023.

Exhibit 10.19 REYNOLDS SERVICES INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of October 1, 2008 Amended as of February 3, 2020 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 1.1. ACCOUNT 2 1.2. ADMINISTRATOR 2 1.3. BENEFICIARY 2 1.4. BOARD 2 1.5. CODE 2 1.6. COMPANY 2 1.7. COMPANY CONTRIBUTION CREDIT ACCOUNT 2 1.8. COMPANY CONTRIBUTION CREDITS 2 1.9. COMPANY MAKE-WHOLE CONTRIBUTION SUB-ACC

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., February 29, 2024 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on March 29, 2024 to shareholders of record at the close of business on March 15, 2024. A

Pactiv Evergreen Reports Fourth Quarter 2023 Financial Results Delivered solid financial performance and exceeded guidance

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Fourth Quarter 2023 Financial Results Delivered solid financial performance and exceeded guidance Fourth Quarter 2023 Financial Highlights: • Total Net Revenues of $1,274 million for the fourth quarter of 2023 were down 14% compared to $1,476 million in the fourth quarter of 2022 and down 8% compared to $1,379 million in the third quarter of 2023.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): February 29, 2024 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN IN

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 01, 2023 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., November 1, 2023 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on December 15, 2023 to shareholders of record at the close of business on November 30, 20

Pactiv Evergreen Reports Third Quarter 2023 Financial Results Solid operating performance and cost discipline; Raising 2023 guidance

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Third Quarter 2023 Financial Results Solid operating performance and cost discipline; Raising 2023 guidance Third Quarter 2023 Financial Highlights: • Net Revenues of $1,379 million for the third quarter of 2023 were down 14% compared to $1,609 million in the third quarter of 2022 and down 3% compared to $1,426 million in the second quarter of 202

Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016, as conformed to reflect amendments through Amendment No. 16, dated July 26, 2023, by and among Reynolds Group holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party

Exhibit 10.3 CONFORMED CONVENIENCE COPY SHOWING CHANGES BY THE AMENDMENT NO. 11, DATED OCTOBER 4, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED OCTOBER 7, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED FEBRUARY 7, 2017, THE AMENDMENT NO. 12, DATED AUGUST 4, 2020, THE SPECIFIED REFINANCING AMENDMENT AND AMENDMENT NO. 13, DATED OCTOBER 1, 2020, THE SPECIFIED REFINANCING AND INCREMENTAL AMENDM

Amendment No. 15, dated as of April 17, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 15, dated as of April 17, 2023 (this “Amendment”), to the Credit Agreement dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the Amendment No. 15 Effective Date (as defined below), the “Credit Agreement”), by and among Pactiv evergreen group holdings inc. (formerly Reynolds Group Holdings Inc.), a Dela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (E

Amendment No. 16, dated as of July 26, 2023, by and among Pactiv Evergreen Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC, the Registrant, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Exhibit 10.2 AMENDMENT NO. 16, dated as of July 26, 2023 (this “Amendment”), to the Fourth Amended and Restated Credit Agreement, dated as of August 5, 2016 (as amended, supplemented or otherwise modified from time to time prior to the Amendment No. 16 Effective Date (as defined below), the “Credit Agreement”), by and among PACTIV EVERGREEN GROUP HOLDINGS INC. (formerly Reynolds Group Holdings Inc

Pactiv Evergreen Inc. Updated Selected Historical Financial Data by Segment (In millions)

Exhibit 99.3 Pactiv Evergreen Inc. Updated Selected Historical Financial Data by Segment (In millions) (Unaudited) Background In the second quarter of 2023, in conjunction with the previously announced restructuring of the Company’s legacy Beverage Merchandising segment, the Company implemented a new operating and reporting structure resulting in the combination of the legacy Food Merchandising an

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., August 2, 2023 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on September 15, 2023 to shareholders of record at the close of business on August 31, 2023.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 02, 2023 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 88-0927268 (State or Other Jurisdiction of Incorporation) (Commission F

Pactiv Evergreen Reports Second Quarter 2023 Financial Results Delivered on our commitments and achieved important milestone in Beverage Merchandising Restructuring

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Second Quarter 2023 Financial Results Delivered on our commitments and achieved important milestone in Beverage Merchandising Restructuring Second Quarter 2023 Financial Highlights: • Net Revenues of $1,426 million for the second quarter of 2023 were down 13% compared to $1,640 million in the second quarter of 2022 and approximately flat compared

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

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 Date of Report (Date of earliest event reported): June 07, 2023 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission Fil

Annual Incentive Plan: Summary Plan Description.

Exhibit 10.1 Annual Incentive Plan Summary Plan Description I. PURPOSE Pactiv Evergreen Inc. (the “Company”) has established this Annual Incentive Plan (this “Plan”) to provide incentive compensation to individuals who make important contributions to the Company’s performance. Specific Plan objectives are to: • Reward individuals for enhancing business results by creating a strong linkage of pay f

Form of Restricted Stock Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.4 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD May 27, 2022 Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The A

Long-Term Incentive Plan: Summary Plan Description.

Exhibit 10.2 Long-Term Incentive Plan Summary Plan Description I. PURPOSE Pactiv Evergreen Inc. (the “Company”) has established this Long-Term Incentive Plan (this “Plan”) to provide equity grants to individuals who make important contributions to the Company’s long-term performance. Specific Plan objectives are to: • Recognize and reward individuals who contribute to driving the organization’s fi

Form of Performance Share Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.5 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD [•] Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Performance Share Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The Award is

Transaction Bonus Agreement, dated as of March 28, 2023, between Byron J. Racki and the Registrant.

Exhibit 10.6 March 27, 2023 Byron J. Racki 5955 Whitestone Lane Suwanee, Georgia 30024 Re: Transaction Bonus Agreement Dear Byron, As you know, the completion of the recently-announced restructuring (the "Restructuring") of the Beverage Merchandising business unit of Pactiv Evergreen Group Holdings Inc. (the "Company”) is a critical component of the Company's strategic plan and its future success.

Master Supply Agreement, dated as of November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer, and Amendment No. 1 and Amendment No. 2 thereto.

Exhibit 10.7 [*] – Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended, because it is not material and is of the type that the registrant treats as private or confidential. MASTER SUPPLY AGREEMENT MASTER SUPPLY AGREEMENT (the “Agreement”) dated November 1, 2019 (the “Effective Date”) between REYNOLDS CONSUMER PRODUCTS LLC, a Delaware

Form of Restricted Stock Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.3 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD [Date] Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The Award i

Master Supply Agreement, dated as of November 1, 2019, between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer, and Amendment No. 1 and Amendment No. 2 thereto.

Exhibit 10.8 [*] – Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended, because it is not material and is of the type that the registrant treats as private or confidential. MASTER SUPPLY AGREEMENT MASTER SUPPLY AGREEMENT (the “Agreement”) dated November 1, 2019 (the “Effective Date”) between REYNOLDS CONSUMER PRODUCTS LLC, a Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (

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

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 Date of Report (Date of earliest event reported): May 08, 2023 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission File

Pactiv Evergreen Reports First Quarter 2023 Financial Results First quarter 2023 performance exceeds guidance; Raising 2023 guidance

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports First Quarter 2023 Financial Results First quarter 2023 performance exceeds guidance; Raising 2023 guidance First Quarter 2023 Financial Highlights: • Net Revenues of $1,431 million for the first quarter of 2023 were down 4% compared to $1,495 million in the first quarter of 2022 and down 3% compared to $1,476 million in the fourth quarter of 2022

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., May 8, 2023 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on June 15, 2023 to shareholders of record at the close of business on May 31, 2023. About Pact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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

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 Date of Report (Date of earliest event reported): March 06, 2023 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39528 PACTIV EVERGREE

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Pactiv Evergreen Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of Securities to Be Registered Fee Calculation Rule Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (3) Fee Rate Amount of Registr

Pactiv Evergreen Reports Fourth Quarter 2022 Financial Results and Beverage Merchandising Restructuring Plan Strong full year & fourth quarter 2022 results exceed guidance; will leverage scale with streamlined operations and realigned organizational

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Fourth Quarter 2022 Financial Results and Beverage Merchandising Restructuring Plan Strong full year & fourth quarter 2022 results exceed guidance; will leverage scale with streamlined operations and realigned organizational structure Fourth Quarter 2022 Financial Highlights: • Net Revenues of $1,476 million for the fourth quarter of 2022 were dow

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934.

EX-4 2 ptve-ex44.htm EX-4.4 Exhibit 4.4 Pactiv Evergreen Inc. Description of Securities As of March 7, 2023, the only class of securities of Pactiv Evergreen Inc., or the Company, registered under Section 12 of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, is our common stock, par value $0.001 per share, which we refer to as the Common Stock. Authorized Ca

List of Subsidiaries.

Exhibit 21.1 Pactiv Evergreen Inc. List of Subsidiaries as of March 7, 2023 Entity Jurisdiction 4124 Manchester Road LLC Michigan Blue Ridge Holding LLC Delaware Blue Ridge Paper Products LLC Delaware BRPP, LLC North Carolina Coast-Packaging Company California Evergreen Packaging LLC Delaware Evergreen Packaging Canada Limited Canada Evergreen Packaging International LLC Delaware Fabri-Kal LLC Mic

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., March 6, 2023 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on March 24, 2023 to shareholders of record at the close of business on March 17, 2023. About

As filed with the Securities and Exchange Commission on March 7, 2023

As filed with the Securities and Exchange Commission on March 7, 2023 Registration No.

PACTIV LLC COMMENCES TENDER OFFER For Any and All of Its Outstanding 8.375% Debentures due 2027

Exhibit 99.1 PACTIV LLC COMMENCES TENDER OFFER For Any and All of Its Outstanding 8.375% Debentures due 2027 LAKE FOREST, Ill., December 8, 2022 - Pactiv Evergreen Inc. (?PTVE?) announced today that its indirect, wholly-owned subsidiary, Pactiv LLC (?Pactiv?), has commenced a tender offer (the ?Tender Offer?) to purchase for cash any and all of Pactiv?s outstanding 8.375% Debentures due 2027 (the

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): December 08, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): December 01, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission

PACTIV LLC COMMENCES TENDER OFFER For Any and All of Its Outstanding 7.950% Debentures due 2025

Exhibit 99.1 PACTIV LLC COMMENCES TENDER OFFER For Any and All of Its Outstanding 7.950% Debentures due 2025 LAKE FOREST, Ill., December 1, 2022 - Pactiv Evergreen Inc. (?PTVE?) announced today that its indirect, wholly-owned subsidiary, Pactiv LLC (?Pactiv?), has commenced a tender offer (the ?Tender Offer?) to purchase for cash any and all of Pactiv?s outstanding 7.950% Debentures due 2025 (the

Group Annuity Contract Offer and Acceptance Agreement, dated as of September 13, 2022, among Athene Annuity and Life Company, Athene Annuity & Life Assurance Company of New York, the Pactiv North America Pension Plans Investment Committee and Pactiv LLC.

Exhibit 10.1 *** Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is of the type that the registrant treats as private or confidential.s COMMITMENT AGREEMENT September 13, 2022 (the ?Commitment Agreement Date?) Athene Annuity and Life Company (?AAIA?) is pleased to provide, on the following terms, a non-participating single premium group annuity contrac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN IN

Pactiv Evergreen Reports Third Quarter 2022 Financial Results Delivers solid sequential and year-over-year financial results across all segments and raises 2022 Adjusted EBITDA guidance Strengthens financial position with receipt of Asia business sal

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Third Quarter 2022 Financial Results Delivers solid sequential and year-over-year financial results across all segments and raises 2022 Adjusted EBITDA guidance Strengthens financial position with receipt of Asia business sale proceeds and pension settlement Improves operational performance Third Quarter 2022 Financial Highlights: ? Net Revenues o

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., November 7, 2022 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on December 15, 2022 to shareholders of record at the close of business on November 30, 20

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): November 07, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement

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 Date of Report (Date of earliest event reported): September 13, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commissio

Employment Agreement, dated as of May 27, 2022, between Pactiv LLC and Jonathan Baksht.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of May 27, 2022 (this ?Agreement?), is by and between Pactiv LLC (the ?Company?) and Jonathan Baksht (?Employee?). The Company is an indirect subsidiary of Pactiv Evergreen Inc. (?PEI?). PEI and its direct and indirect subsidiaries are referred to in this Agreement at times as the ?PEI Group.? The members of the PEI Group are in

Separation Agreement, dated as of June 15, 2022, between Pactiv LLC and Michael Ragen.

Exhibit 10.2 SEPARATION AGREEMENT Date given to Employee: May 27, 2022 Employment Base: State of Illinois This Separation Agreement (this ?Agreement?) is dated June 15, 2022 for reference purposes only and is made and entered into by and between Michael J. Ragen (?Employee?) and Pactiv LLC (the ?Company?) effective as of May 27, 2022. The Company is an indirect subsidiary of Pactiv Evergreen Inc.

Annual Incentive Plan: 2022 Summary Plan Description.

Exhibit 10.3 Annual Incentive Plan 2022 Summary Plan Description I. PURPOSE Pactiv Evergreen Inc. (the ?Company?) has established this 2022 Annual Incentive Plan (this ?Plan?) to provide incentive compensation to individuals who make important contributions to the Company?s performance. Specific Plan objectives are to: ? Reward individuals for enhancing business results by creating a strong linkag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (E

Long-Term Incentive Plan: 2022 Summary Plan Description.

Exhibit 10.4 Long-Term Incentive Plan 2022 Summary Plan Description I. PURPOSE Pactiv Evergreen Inc. (the ?Company?) has established this 2022 Long-Term Incentive Plan (this ?Plan?) to provide equity grants to individuals who make important contributions to the Company?s long-term performance. Specific Plan objectives are to: ? Recognize and reward individuals who contribute to driving the organiz

Pactiv Evergreen Reports Second Quarter 2022 Financial Results Raising our 2022 Adjusted EBITDA guidance to reflect our strong year-to-date performance Returning to stronger operational performance Completed exit of Asia business and received prelimi

Exhibit 99.1 NEWS RELEASE Pactiv Evergreen Reports Second Quarter 2022 Financial Results Raising our 2022 Adjusted EBITDA guidance to reflect our strong year-to-date performance Returning to stronger operational performance Completed exit of Asia business and received preliminary proceeds of $336 million in August Second Quarter 2022 Financial Highlights: ? Net Revenues of $1,640 million for the s

Pactiv Evergreen Inc. Declares Quarterly Dividend

EX-99.2 3 ptve-ex992.htm EX-99.2 Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., August 3, 2022 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on September 15, 2022 to shareholders of record at the clos

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Date of Report (Date of earliest event reported): August 03, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission F

PTVE / Pactiv Evergreen Inc. Common stock / Packaging Finance Ltd - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pactiv Evergreen Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 69526K 105 (CUSIP Number) Helen Golding Packaging Finance Limited, Floor 9, 148 Quay Street Auckland, 1010 New Zealand +649 358-5000 (Name, Addr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): June 13, 2022 PACTIV EVERGREEN INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39528 98-1538656 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2022 Pactiv Evergreen Inc.

Pactiv Evergreen Names Jonathan Baksht as Chief Financial Officer

EX-99.1 2 ptve-ex9916.htm EX-99.1 Exhibit 99.1 Pactiv Evergreen Names Jonathan Baksht as Chief Financial Officer LAKE FOREST, Ill. (May 31, 2022) – Pactiv Evergreen (NASDAQ: PTVE) today announced that Jonathan “Jon” Baksht joined the company as Chief Financial Officer, effective May 27, 2022. Mr. Baksht serves as a member of Pactiv Evergreen’s Executive Leadership Team reporting to its President a

Form of Performance Share Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.3 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD MONTH XX, 20XX Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Performance Share Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). T

Form of Restricted Stock Unit Award and Agreement under the Pactiv Evergreen Inc. Equity Incentive Plan.

Exhibit 10.2 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Month XX, 20XX Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The

Group Annuity Contract Offer and Acceptance Agreement, dated as of February 16, 2022, among Metropolitan Tower Life Insurance Company, the Pactiv North America Pension Plans Investment Committee and Pactiv LLC.

Exhibit 10.1 *** Text omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is of the type that the registrant treats as private or confidential. Dear Megan: Subject to the terms and conditions set forth in Metropolitan Tower Life Insurance Company’s (directly or through its affiliates, “Met Tower Life”), a direct, wholly owned subsidiary of MetLife Inc., final p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., May 4, 2022 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on June 15, 2022 to shareholders of record at the close of business on May 31, 2022. About Pact

Pactiv Evergreen Reports First Quarter 2022 Financial Results Solid start to the year

Exhibit 99.1 NEWS RELEASE Contact: Dhaval Patel 732.501.9657 [email protected] Pactiv Evergreen Reports First Quarter 2022 Financial Results Solid start to the year First Quarter 2022 Financial Highlights: ? Net Revenues of $1,495 million for the first quarter of 2022 were up 28% compared to $1,164 million in the prior year period with 26% growth due to price & mix and 9% growth due

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Pactiv Evergreen Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

COURTESY COPY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2022 Pactiv Evergreen Inc.

Offer Letter, dated as of May 6, 2021, between Chandra Mitchell and the Registrant.

Exhibit 10.28 May 6, 2021 Via Email to [***] Dear Chandra, On behalf of Pactiv Evergreen Inc., I am pleased to confirm our offer of employment to you for the position of Chief Legal Officer. We will determine a mutually convenient start date for you during the month of June. The details of this offer are as follows: ? Position: Chief Legal Officer (and Corporate Secretary) ? Manager: Mike King, Ch

Tax Matters Agreement, dated as of February 4, 2020, among Reynolds Group Holdings Inc., Reynolds Consumer Products Inc. and the Registrant.

Exhibit 10.8 TAX MATTERS AGREEMENT by and among REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS GROUP HOLDINGS INC. and REYNOLDS CONSUMER PRODUCTS INC. Dated as of February 4, 2020 TABLE OF CONTENTS PAGE Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 7 Section 3. Allocation of Taxes 7 Section 4. Preparation and Filing of Tax Returns 8 Section 5. Apportionment of Earnings and Profits and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39528 PACTIV EVERGREE

List of Subsidiaries.

Exhibit 21.1 Pactiv Evergreen Inc. List of Subsidiaries Entity Jurisdiction Gulf Closures W.L.L. Bahrain Evergreen Packaging Canada Limited Canada Pactiv Canada Inc. Canada Closure Systems International (Egypt) LLC Egypt Evergreen Packaging de El Salvador, S.A. de C.V. El Salvador Pactiv Deutschland Holdinggesellschaft mbH Germany CSI Hungary Manufacturing and Trading Limited Liability Company Hun

Indenture, dated as of October 1, 2020, among the Registrant and the other Issuers party thereto, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee, paying agent and registrar, and The Bank of New York Mellon, as collateral agent.

Exhibit 4.1 REYNOLDS GROUP ISSUER LLC, REYNOLDS GROUP ISSUER INC., the GUARANTORS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, AND THE BANK OF NEW YORK MELLON, as Collateral Agent 4.000% Senior Secured Notes due 2027 INDENTURE Dated as of October 1, 2020 Table of Contents Page Section 1.1. Definitions 1 Section 1.2. Other Definitions 49 Section 1.3. [Reserved] 51 Section 1.4.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 Pactiv Evergreen Inc.

Pactiv Evergreen Inc. Declares Quarterly Dividend

Exhibit 99.2 Pactiv Evergreen Inc. Declares Quarterly Dividend LAKE FOREST, Ill., February 23, 2022 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that the Company?s board of directors has approved the payment of a quarterly dividend of $0.10 per share of common stock. The dividend will be paid on March 15, 2022 to shareholders of record at the close of business on March 4

Pactiv Evergreen Reports Fourth Quarter 2021 Financial Results Solid results as we execute our strategic priorities

Exhibit 99.1 NEWS RELEASE Contact: Dhaval Patel 732.501.9657 [email protected] Pactiv Evergreen Reports Fourth Quarter 2021 Financial Results Solid results as we execute our strategic priorities Fourth Quarter 2021 Financial Highlights: ? Net Revenues of $1,527 million for the fourth quarter of 2021 were up 30% compared to $1,175 million in the prior year period with 23% growth due

PTVE / Pactiv Evergreen Inc. Common stock / TEACHERS ADVISORS, LLC Passive Investment

CUSIP No. 69526K105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* PACTIV EVERGREEN INC. (Name of Issuer) Common (Title of Class of Securities) 69526K105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

PTVE / Pactiv Evergreen Inc. Common stock / TIAA CREF INVESTMENT MANAGEMENT LLC Passive Investment

CUSIP No. 69526K105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* PACTIV EVERGREEN INC. (Name of Issuer) Common (Title of Class of Securities) 69526K105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Pactiv Evergreen to Sell its Carton Packaging and Filling Machinery Businesses in China, Korea and Taiwan

Exhibit 99.1 Pactiv Evergreen to Sell its Carton Packaging and Filling Machinery Businesses in China, Korea and Taiwan LAKE FOREST, Ill., Jan.05, 2022 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (Pactiv Evergreen; NASDAQ: PTVE) today announced that it has entered into a definitive agreement by its wholly-owned subsidiary, Evergreen Packaging International LLC (Evergreen Packaging), to sell its carton

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2022 Pactiv Evergreen Inc.

Offer Letter, dated as of August 25, 2021, between Doug Owenby and the Registrant.

EX-10.2 August 25, 2021 Via Email to [email protected] Dear Doug, On behalf of Pactiv Evergreen Inc., I am pleased to confirm our offer of employment to you for the position of Chief Operations Officer, effective 9/13/2021. The details of this offer are as follows: ? Position: Chief Operations Officer ? Manager: Mike King, Chief Executive Officer ? Work Location: Lake Forest, Illinoi

Group Annuity Contract Offer and Acceptance Agreement, dated as of July 14, 2021, among Massachusetts Mutual Life Insurance Company, Pactiv LLC and the Pactiv North America Pension Plans Investment Committee.

EX-10.3 4 ptve-ex10354.htm EX-10.3 EX-10.3 GROUP ANNUITY CONTRACT OFFER AND ACCEPTANCE AGREEMENT This OFFER AND ACCEPTANCE AGREEMENT (this “Agreement”) is entered into as of July 14, 2021 (the “Insurer Selection Date”) by and among Massachusetts Mutual Life Insurance Company (the “Insurer”), Pactiv LLC (the “Company”), acting solely in a non-fiduciary capacity as the sponsor of the Pactiv Evergree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN IN

Offer Letter, dated as of July 27, 2021, between Byron Racki and the Registrant.

EX-10.1 July 27, 2021 Via Email to [email protected] Dear Byron, On behalf of Pactiv Evergreen Inc., I am pleased to confirm our offer of employment to you for the position of President, Beverage Merchandising. We will determine a mutually convenient start date for you during the month of August. The details of this offer are as follows: ? Position: President, Beverage Merchandising ? Manager:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 Pactiv Evergreen Inc.

Pactiv Evergreen Reports Third Quarter 2021 Financial Results Transition quarter as we position ourselves for future growth

Exhibit 99.1 NEWS RELEASE Contact: Dhaval Patel 732.501.9657 [email protected] Pactiv Evergreen Reports Third Quarter 2021 Financial Results Transition quarter as we position ourselves for future growth LAKE FOREST, Ill., (November 3, 2021) ? Pactiv Evergreen Inc. (?Pactiv Evergreen? or the ?Company?), today reported results for the third quarter 2021 ended September 30, 2021. Micha

Pactiv Evergreen Completes Acquisition of Fabri-Kal, a Leading Manufacturer of Foodservice and Consumer Brand Packaging Solutions

Exhibit 99.1 DRAFT Pactiv Evergreen Completes Acquisition of Fabri-Kal, a Leading Manufacturer of Foodservice and Consumer Brand Packaging Solutions LAKE FOREST, Ill., October 1, 2021 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) announced that its wholly-owned subsidiary, Pactiv Evergreen Group Holdings Inc. has completed its acquisition of Fabri-Kal, a leading manufacturer of foodservi

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 Pactiv Evergreen Inc.

Indenture, dated as of September 24, 2021, among the Issuers, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee, paying agent and registrar, and The Bank of New York Mellon, a New York banking corporation, as collateral agent

Exhibit 4.1 PACTIV EVERGREEN GROUP ISSUER LLC, PACTIV EVERGREEN GROUP ISSUER INC., the GUARANTORS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, AND THE BANK OF NEW YORK MELLON, as Collateral Agent 4.375% Senior Secured Notes due 2028 INDENTURE Dated as of September 24, 2021 Table of Contents Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1. Definitions 1 Se

Specified Refinancing and Incremental Amendment (Amendment No. 14), dated as of September 24, 2021, among the Company, Pactiv Evergreen Group Holdings Inc. (formerly Reynolds Group Holdings Inc.), Pactiv LLC, Evergreen Packaging LLC (formerly Evergreen Packaging Inc.), the guarantors party thereto and Credit Suisse, AG Cayman Islands Branch, as administrative agent.

EX-10.1 6 dp158449ex1001.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SPECIFIED REFINANCING AND INCREMENTAL AMENDMENT (AMENDMENT NO. 14) dated as of September 24, 2021 (this “Agreement”), related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended by that certain Amendment No. 11 dated as of October 4, 2016, that certain Incremental Assumption Agreement da

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2021 (September 24, 2021) Pactiv Evergreen Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2021 Pactiv Evergreen Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2021 Pactiv Evergreen Inc.

Pactiv Evergreen Revises Guidance for the Full Fiscal Year 2021

EX-99.1 2 dp157560ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Pactiv Evergreen Revises Guidance for the Full Fiscal Year 2021 LAKE FOREST, Ill., September 8, 2021 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) (“Pactiv Evergreen” or the “Company”), today provided an update to its previous financial guidance. Pactiv Evergreen is revising the full fiscal year 2021 Adjusted EBITDA1 guidance to $550

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 Pactiv Evergreen Inc.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 (September 7, 2021) Pactiv Evergreen Inc.

Pactiv Evergreen to Acquire Fabri-Kal, a Leading Manufacturer of Foodservice and Consumer Brand Packaging Solutions

Exhibit 99.1 Pactiv Evergreen to Acquire Fabri-Kal, a Leading Manufacturer of Foodservice and Consumer Brand Packaging Solutions LAKE FOREST, Ill., September 8, 2021 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (NASDAQ: PTVE) today announced that its wholly-owned subsidiary, Pactiv Evergreen Group Holdings Inc. has reached a definitive agreement to acquire Fabri-Kal, a leading manufacturer of foodserv

Stock Purchase Agreement, dated as of September 7, 2021, by and among Two Mitts, Inc., Fabri-Kal Corporation, Monarch Mill Pond, LLC, Pure Pulp Products, LLC and Pactiv Evergreen Group Holdings Inc.

EX-2.1 2 dp157559ex0201.htm EXHIBIT 2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG TWO MITTS, INC., AS SELLER, FABRI-KAL CORPORATION, MONARCH MILL POND, LLC, AND PURE PULP PRODUCTS, LLC, AS THE COMPANIES AND PACTIV EVERGREEN GROUP HOLDINGS INC., AS BUYER DATED AS OF SEPTEMBER 7, 2021 TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Other Capitalized Terms 12 1.3 Interpre

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2021 (August 25, 2021) Pactiv Evergreen Inc.

Pactiv Evergreen Appoints Douglas Owenby as Chief Operations Officer

EX-99.1 2 dp157049ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Pactiv Evergreen Appoints Douglas Owenby as Chief Operations Officer LAKE FOREST, Ill.-Pactiv Evergreen Inc. (NASDAQ: PTVE) announced today that Douglas “Doug” Owenby will join Pactiv Evergreen as Chief Operations Officer, effective September 13. Mr. Owenby will join the Pactiv Evergreen Executive Leadership Team, reporting to CEO Mike King. I

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Pactiv Evergreen Inc.

Restricted Stock Compensation Agreement, dated as of July 8, 2019, by Pactiv LLC and Eric Wulf.

EX-10.3 4 ptve-ex103139.htm EX-10.3 Exhibit 10.3 TO:ERIC WULF FROM:STEVE ESTES /S/ STEVE ESTES DATE:JULY 8, 2019 SUBJECT:PLANNED ISSUANCE OF RESTRICTED STOCK As we have discussed, a critical component of our ongoing business strategy for Pactiv LLC will be to explore opportunities for the business that could lead to an Initial Public Offering (IPO) of the business, either as a stand-alone business

List of Subsidiaries of Pactiv Evergreen Inc.

EX-21.1 6 ptve-ex21113.htm EX-21.1 EX-21.1 4/25/2021 Subsidiaries of Pactiv Evergreen Inc. Legal Name of Subsidiary Jurisdiction of Organization Alusud Argentina S.R.L. Argentina Gulf Closures W.L.L. Bahrain Evergreen Packaging Canada Limited Canada Pactiv Canada Inc. Canada Alusud Embalajes Chile Ltda. Chile Evergreen Packaging (Shanghai) Co., Ltd. China Closure Systems International (Egypt) LLC

Restricted Stock Compensation Agreement, dated as of July 8, 2019, by Pactiv LLC and Tim Levenda.

EX-10.4 5 ptve-ex104138.htm EX-10.4 Exhibit 10.4 TO:TIM LEVENDA FROM:STEVE ESTES /S/ STEVE ESTES DATE:JULY 8, 2019 SUBJECT:PLANNED ISSUANCE OF RESTRICTED STOCK As we have discussed, a critical component of our ongoing business strategy for Pactiv LLC will be to explore opportunities for the business that could lead to an Initial Public Offering (IPO) of the business, either as a stand-alone busine

Employment Agreement, dated as of July 31, 2019, between Pactiv LLC and Tim Levenda.

EX-10.2 3 ptve-ex102211.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of July 31, 2019, between Pactiv LLC (the "Company") and Tim Levenda ("Employee"). PRELIMINARY STATEMENT A.Employee is currently employed by the Company without a written employment agreement. B.The Company and Employee desire to enter into this Agreement to set forth their agreements

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (E

Employment Agreement, dated as of July 8, 2019, between Pactiv LLC and Eric Wulf.

Exhibit 10.1 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement") dated as of July 8, 2019, between Pactiv LLC (the ?Company") and Eric Wulf ("Employee "). PRELIMINARY STATEMENT A.Employee is currently employed by the Company without a written employment agreement. B.The Company and Employee desire to enter into this Agreement to set fo1th their agreements regarding certain terms and conditions

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 Pactiv Evergreen Inc.

Pactiv Evergreen Reports Second Quarter 2021 Financial Results Volume recovers from 2020 COVID-19 Impact. Inflation continues to pressure cost structure.

EX-99.1 2 ptve-ex9916.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Dhaval Patel 732.501.9657 [email protected] Pactiv Evergreen Reports Second Quarter 2021 Financial Results Volume recovers from 2020 COVID-19 Impact. Inflation continues to pressure cost structure. LAKE FOREST, Ill., (August 4, 2021) – Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”), today reported resu

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

8-K 1 dp1552058k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 Pactiv Evergreen Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39528 98-1538656 (State or other jurisdiction of in

Pactiv Evergreen to Exit Coated Groundwood Paper Business Following Years of Market Decline

Exhibit 99.1 CONFIDENTIAL & LEGALLY PRIVILEGED Press Release Pactiv Evergreen to Exit Coated Groundwood Paper Business Following Years of Market Decline ? Pactiv Evergreen will exit the coated groundwood paper business in Q4-2021. ? As a result, Pactiv Evergreen will permanently cease production of coated groundwood paper at its Pine Bluff, AR location by October 31, 2021. ? The Pine Bluff mill wi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 Pactiv Evergreen Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 Pactiv Evergreen Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN INC. (

List of Subsidiaries of Pactiv Evergreen Inc.

EX-21.1 4/25/2021 Subsidiaries of Pactiv Evergreen Inc. Legal Name of Subsidiary Jurisdiction of Organization Alusud Argentina S.R.L. Argentina Gulf Closures W.L.L. Bahrain Evergreen Packaging Canada Limited Canada Pactiv Canada Inc. Canada Alusud Embalajes Chile Ltda. Chile Evergreen Packaging (Shanghai) Co., Ltd. China Closure Systems International (Egypt) LLC Egypt Evergreen Packaging de El Sal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 Pactiv Evergreen Inc.

Employment Agreement, dated as of March 5, 2021, between Pactiv LLC and Michael King.

EX-10.4 5 ptve-ex104138.htm EX-10.4 EX-10.4 EMPLOYMENT AGREEMENT Employment Agreement (“Agreement”) dated as of March 5, 2021, between Pactiv LLC (the “Company”) and Michael King (“Employee”). The Company is an indirect subsidiary of Pactiv Evergreen Inc. (“PEI”). PEI and its direct and indirect subsidiaries are referred to in this Agreement at times as the “PEI Group”. The PEI Group are intended

Retirement Agreement between Pactiv LLC and John McGrath, effective as of March 5, 2021.

EX-10.1 RETIREMENT AGREEMENT Date given to Employee: April 8, 2021 Employment Base: State of Florida This Retirement Agreement (“this Agreement") is made and entered into retroactive and effective March 5, 2021 (subject to Paragraph 22 and 23), by and between John McGrath (“Employee”) and Pactiv LLC (“Company”). The Company is an indirect subsidiary of Pactiv Evergreen Inc. (“PEI”). PEI and its di

Consulting and Restrictive Covenants Agreement between Pactiv Evergreen Inc. and John McGrath, effective as of March 5, 2021.

EX-10.3 4 ptve-ex103254.htm EX-10.3 EX-10.3 Attachment 1 to Retirement Agreement Consulting and Restrictive Covenants Agreement Consulting and Restrictive Covenants Agreement (this “Agreement”) retroactive and effective as of March 5, 2021 (the “Effective Date”), between Pactiv Evergreen Inc. (the “Company”) and John McGrath (“Consultant”). The Company and its direct and indirect subsidiaries, as

Pactiv Evergreen Reports First Quarter 2021 Financial Results Solid First Quarter Results Despite a Challenging Environment

EX-99.1 2 dp150621ex9901.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Contact: Dhaval Patel 732.501.9657 [email protected] Pactiv Evergreen Reports First Quarter 2021 Financial Results Solid First Quarter Results Despite a Challenging Environment LAKE FOREST, Ill., (May 5, 2021) – Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”), today reported results for the first quarter

Separation Agreement between Evergreen Packaging LLC f/k/a Evergreen Packaging Inc. and John Rooney, effective as of April 17, 2021.

EX-10.2 3 ptve-ex102140.htm EX-10.2 EX-10.2 SEPARATION AGREEMENT Date given to Employee: March 28, 2021 Employment Base: State of Tennessee This Separation Agreement (“this Agreement") is dated March 28, 2021 for reference purposes only and is made and entered into by and between John Rooney (“Employee”) and Evergreen Packaging LLC, f/k/a Evergreen Packaging Inc. (“Company”), effective as of April

- FORM DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 (April 17, 2021) Pactiv Evergreen Inc.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 (April 7, 2021) Pactiv Evergreen Inc.

PRESS RELEASE

Exhibit 99.1 PRESS RELEASE LAKE FOREST, IL, March 30, 2021 - Pactiv Evergreen Inc. (NASDAQ: PTVE) announced today that John Rooney, President, Beverage Merchandising, will be leaving the organization at the end of June. Mike King, CEO of Pactiv Evergreen stated, “I want to recognize and express the company’s gratitude to John Rooney for his leadership and countless contributions over his tremendou

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2021 (March 24, 2021) Pactiv Evergreen Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2021 (March 4, 2021) Pactiv Evergreen Inc.

Michael King Appointed CEO of Pactiv Evergreen

Exhibit 99.1 Michael King Appointed CEO of Pactiv Evergreen LAKE FOREST, IL, March 8, 2021 – Pactiv Evergreen Inc. (NASDAQ: PTVE) announced today that John McGrath has elected to retire as CEO of the company and has been succeeded by Michael King. Mr. King is a current member of Pactiv Evergreen’s Board and has been serving since 2018 as CEO of Graham Packaging Company. Prior to joining Graham Pac

Statement of Business Principles and Code of Conduct Policy

EX-14.1 4 ptve-ex141581.htm EX-14.1 Exhibit 14.1 Pactiv Evergreen Inc. Code of Business Conduct and Ethics 1. Introduction Pactiv Evergreen Inc. and its subsidiaries (the “Company”) hold ethics, integrity, and lawful conduct among their topmost priorities. We expect honesty, openness and integrity in everything we do. No business requirement ever justifies an illegal, unethical, immoral, or unprof

Fourth Amended and Restated Credit Agreement dated as of August 4, 2016 (as conformed to include amendments through the Refinancing Amendment, dated October 1, 2020) by and among the Company, Reynolds Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC (formerly Evergreen Packaging Inc.), the guarantors party thereto from time to time, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent

EX-10.41 3 ptve-ex1041631.htm EX-10.41 Exhibit 10.41 CONFORMED CONVENIENCE COPY SHOWING CHANGES BY THE AMENDMENT NO. 11, DATED OCTOBER 4, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED OCTOBER 7, 2016, THE INCREMENTAL ASSUMPTION AGREEMENT, DATED FEBRUARY 7, 2017, THE AMENDMENT NO. 12, DATED AUGUST 4, 2020, AND THE SPECIFIED REFINANCING AMENDMENT AND AMENDMENT NO. 13, DATED OCTOBER 1, 2020, TO T

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

EX-4.2 2 ptve-ex42419.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF THE SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of [February 25], 2021, Pactiv Evergreen Inc. (the “Company”) has one class of securities, common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AUTHORIZED CAPITAL STOCK Pactiv Evergreen I

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39528 PACTIV EVERGREE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 Pactiv Evergreen Inc.

Pactiv Evergreen Reports Fourth Quarter 2020 Financial Results Solid Fourth Quarter Results Despite Ongoing COVID-19 Headwinds

EX-99.1 2 dp146707ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Pactiv Evergreen Reports Fourth Quarter 2020 Financial Results Solid Fourth Quarter Results Despite Ongoing COVID-19 Headwinds LAKE FOREST, IL, February 24, 2021 – Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”), today reported results for the fourth quarter 2020 ended December 31, 2020. John McGrath, Chief Executive Officer of Pac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* PACTIV EVERGREEN INC. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Da

CUSIP No. 69526K105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* PACTIV EVERGREEN INC. (Name of Issuer) Common (Title of Class of Securities) 69526K105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* PACTIV EVERGREEN INC. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Da

CUSIP No. 69526K105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* PACTIV EVERGREEN INC. (Name of Issuer) Common (Title of Class of Securities) 69526K105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2021 Pactiv Evergreen Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39528 PACTIV EVERGREEN IN

Completes September IPO and October Debt Refinancing Strategic Investment Program Continues to Support Growth and Productivity

Exhibit 99.1 Pactiv Evergreen Reports Third Quarter 2020 Financial Results Completes September IPO and October Debt Refinancing Strategic Investment Program Continues to Support Growth and Productivity LAKE FOREST, Ill., Nov. 11, 2020 (GLOBE NEWSWIRE) - Pactiv Evergreen Inc. (“Pactiv Evergreen” or the “Company”), today reported results for the third quarter 2020 ended September 30, 2020. John McGr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2020 Pactiv Evergreen Inc.

PTVE / Pactiv Evergreen Inc. Common stock / Packaging Finance Ltd - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pactiv Evergreen Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 69526K 105 (CUSIP Number) September 21, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2020 Pactiv Evergreen Inc.

Refinancing Amendment, dated as of October 1, 2020, among the Company, Reynolds Group Holdings Inc., Pactiv LLC, Evergreen Packaging LLC (formerly Evergreen Packaging Inc.), the guarantors party thereto and Credit Suisse, AG Cayman Islands Branch, as administrative agent.

Exhibit 10.1 SPECIFIED REFINANCING AMENDMENT AND AMENDMENT NO. 13 dated as of October 1, 2020 (this “Agreement”), related to the Fourth Amended and Restated Credit Agreement dated as of August 5, 2016 (as amended by that certain Amendment No. 11 dated as of October 4, 2016, that certain Incremental Assumption Agreement dated as of October 7, 2016, that certain Incremental Assumption Agreement date

Indenture, dated as of October 1, 2020, among the Issuers, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee, paying agent and registrar, and The Bank of New York Mellon, a New York banking corporation, as collateral agent.

Exhibit 4.1 REYNOLDS GROUP ISSUER LLC, REYNOLDS GROUP ISSUER INC., the GUARANTORS party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, AND THE BANK OF NEW YORK MELLON, as Collateral Agent 4.000% Senior Secured Notes due 2027 INDENTURE Dated as of October 1, 2020 Table of Contents Page Section 1.1. Definitions 1 Section 1.2. Other Definitions 49 Section 1.3. [Reserved] 51 Section 1.4.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2020 Pactiv Evergreen Inc.

Registration Rights Agreement, dated September 21, 2020, between Packaging Finance Limited and Pactiv Evergreen Inc.

EX-10.1 4 d89201dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Defined Terms 1 Section 1.02. General Interpretive Principles 3 ARTICLE 2 REGISTRATION RIGHTS Section 2.01. Registration 4 Section 2.02. Piggyback Registrations 6 Section 2.03. Selection of Underwriter(s) etc. 7 Section 2.04. Registration Proced

Transition Services Agreement, dated September 21, 2020, between Rank Group Limited and Pactiv Evergreen Inc.

EX-10.6 Exhibit 10.6 TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT (the “Agreement”) dated as of September 21, 2020, between Rank Group Limited, a company organized under the laws of New Zealand (“Rank”) and Pactiv Evergreen Inc., a Delaware corporation, (the “Company” or “PEI”). Each Party or any of its Affiliates providing services hereunder shall be a “Provider,” and each Party or

Amended and Restated Bylaws of the Registrant.

EX-3.2 Exhibit 3.2 AMENDED & RESTATED BYLAWS OF PACTIV EVERGREEN INC. Dated as of September 21, 2020 * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Pactiv Evergreen Inc. (the “Corporation”) shall be in the City of Wilmington, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the

Tax Matters Agreement, dated as of September 16, 2020, by and among the Company, Reynolds Group Holdings Inc. and Graham Packaging Company Inc.

EX-10.5 Exhibit 10.5 EXECUTION VERSION TAX MATTERS AGREEMENT by and among REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS GROUP HOLDINGS INC. and GRAHAM PACKAGING COMPANY INC. Dated as of September 16, 2020 TABLE OF CONTENTS PAGE Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 6 Section 3. Allocation of Taxes 7 Section 4. Preparation and Filing of Tax Returns 8 Section 5. Apportionment of

Pactiv Evergreen Inc. Equity Incentive Plan.

EX-10.7 10 d89201dex107.htm EX-10.7 Exhibit 10.7 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN Section 1. Purpose. The purpose of the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward those employees, directors, consultants and advisors of Evergreen Pactiv Group Inc. (the “Company”) and its Affiliates to perform at the highest level and

Form of Performance Share Unit Award Agreement

EX-10.9 Exhibit 10.9 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF PERFORMANCE SHARE UNIT AWARD [DATE] Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Performance Share Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). T

Form of Restricted Stock Award Agreement

EX-10.10 Exhibit 10.10 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARD [DATE] Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The Award i

Joinder to the Stockholders Agreement dated September 21, 2020, among the Company, PFL and Rank International Holdings Inc.

EX-10.4 Exhibit 10.4 EXECUTION VERSION JOINDER TO STOCKHOLDERS AGREEMENT This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholders Agreement dated as of September 21, 2020 (as amended, amended and restated or otherwise modified from time to time, the “Stockholders Agreement”), as the same may

Pactiv Evergreen Inc. (currently known as Reynolds Group Holdings Limited) Announces Pricing of Initial Public Offering

EX-99.1 14 d89201dex991.htm EX-99.1 Exhibit 99.1 Pactiv Evergreen Inc. (currently known as Reynolds Group Holdings Limited) Announces Pricing of Initial Public Offering LAKE FOREST, IL, September 16, 2020 – Pactiv Evergreen Inc. (currently known as Reynolds Group Holdings Limited) (the “Company”) today announced the pricing of its initial public offering of 41,026,000 shares of its common stock at

Amended and Restated Certificate of Incorporation of the Registrant.

EX-3.1 Exhibit 3.1 AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF PACTIV EVERGREEN INC. Pactiv Evergreen Inc. (the “Corporation”) is a corporation organized and existing under the laws of the State of Delaware. The Corporation was incorporated under the name “Reynolds Group Holdings Limited” on May 30, 2006 under the Companies Act 1993 of New Zealand. Pursuant to the certificate of conversion

Form of Restricted Stock Unit Agreement

EX-10.8 Exhibit 10.8 PACTIV EVERGREEN INC. EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD [DATE] Pactiv Evergreen Inc., a Delaware corporation (the “Company”), has granted the Participant, effective as of the Grant Date (as set forth below), a Restricted Stock Unit Award (the “Award”) under the Pactiv Evergreen Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). The

Stockholders Agreement, dated September 21, 2020, between Packaging Finance Limited and Pactiv Evergreen Inc.

EX-10.3 Exhibit 10.3 EXECUTION VERSION STOCKHOLDERS AGREEMENT dated as of September 21, 2020 among PACTIV EVERGREEN INC. and PACKAGING FINANCE LIMITED TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 4 ARTICLE 2 CORPORATE GOVERNANCE Section 2.01. Composition of the Board 4 Section 2.02. Removal 6 Section 2.03. V

Joinder to the Registration Rights Agreement dated September 21, 2020, among the Company, PFL and Rank International Holdings Inc.

EX-10.2 Exhibit 10.2 THIS INSTRUMENT forms part of the Registration Rights Agreement (the “Agreement”), dated as of September 21, 2020, by and among Pactiv Evergreen Inc., a Delaware corporation, and Packaging Finance Limited, a company incorporated pursuant to the laws of New Zealand (“PFL”). The undersigned hereby acknowledges having received a copy of the Agreement and having read the Agreement

Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2020 Pactiv Evergreen Inc.

Market Share and Other Information

424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-248250 41,026,000 Shares Pactiv Evergreen Inc. Common Stock This is the initial public offering of shares of common stock of Pactiv Evergreen Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $14.00 per share. Our common stock has been approved for listing on the Nasdaq

- FORM S-8

As filed with the Securities and Exchange Commission on September 17, 2020 Registration No.