Reynolds Consumer Products (REYN) risk factors, FY2025 10-K

Reynolds Consumer Products's FY2025 10-K, filed Feb 04, 2026, lists 44 risk factors in 4 groups. Against the prior year's 46: 5 new, 7 dropped, 9 substantially reworded.

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Risk factors listed
444 groups
New this year
5vs 46 last year
Dropped
7since the prior 10-K
Substantially reworded
9of those kept
Section length
11k wordsItem 1A

What the changes say

  • Environmental regulations and packaging laws increasingly target our single-use plastic products and foam tableware.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business, Growth and Profitability

    Changes in consumer demand for the types of products we offer resulting from shifts in consumer expectations and purchasing preferences, including those related to environmental sustainability, could materially affect our business, financial condition and results of operations

    New regulations, bans, and extended producer responsibility laws targeting single-use plastics and polystyrene foam could limit sales in our Hefty Tableware segment.

  • NewRisks Related to Our Business, Growth and Profitability

    The lack of a uniform regulatory framework across the United States has created a complex and fragmented compliance environment. This variability adds complexity to our national marketing, product development and sales strategies

    A fragmented regulatory framework across the US creates compliance complexity that can increase costs and disrupt national marketing strategies.

  • NewRisks Related to Our Business, Growth and Profitability

    Our profitability and cash flows could suffer if we are unable to execute on our strategic initiatives

    Failure to execute cost savings, product innovations, or price increases could harm our profitability and growth in mature markets.

  • NewRisks Related to Stockholder Influence, Related Party Transactions and Governance

    Because PFL’s interests may differ from ours or from those of our other stockholders, actions that PFL takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our common stock

    Controlling stockholder PFL may take actions or engage in related-party transactions on terms that are unfavorable to us.

  • NewRisks Related to Stockholder Influence, Related Party Transactions and Governance

    We have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PFL, including insurance participation in a broader affiliated program

    Related-party services and transactions with Rank and PFL involve potential conflicts of interest and limited operational flexibility.

Dropped

  • DroppedRisks Related to Our Business, Growth and Profitability

    Our business could be impacted by changes in consumer lifestyle and environmental concerns, as well as current and future laws and regulations related to environmental matters

  • DroppedRisks Related to Our Business, Growth and Profitability

    Our profitability and cash flows could suffer if we are unable to generate cost savings in our manufacturing and distribution processes

  • DroppedRisks Related to Stockholder Influence, Related Party Transactions and Governance

    In addition, the concentration of PFL’s ownership could also discourage others from making tender offers, which could prevent holders from receiving a premium for their common stock

  • DroppedRisks Related to Stockholder Influence, Related Party Transactions and Governance

    If we are no longer affiliated with PEI Group, we may be unable to continue to benefit from that relationship, which may adversely affect our operations and have a material adverse effect on us

  • DroppedRisks Related to Stockholder Influence, Related Party Transactions and Governance

    We have entered, and may continue to enter, into certain related party transactions. There can be no assurance that we could not have achieved more favorable terms if such transactions had not been entered into with related parties, or that we will be able to maintain existing terms in the future

  • DroppedRisks Related to Stockholder Influence, Related Party Transactions and Governance

    PEI Group may compete with us, and its competitive position in certain markets may constrain our ability to build and maintain partnerships

  • DroppedRisks Related to Stockholder Influence, Related Party Transactions and Governance

    Conflicts of interest may arise because certain of our directors may hold a board position with PEI Group entities

Reworded

  • 58% rewrittenRisks Related to Stockholder Influence, Related Party Transactions and Governance

    Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects

    Updated references from PEI Group to PFL and Rank regarding potential disputes and service agreements.

    Was: Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PEI Group, PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects

  • 44% rewrittenRisks Related to Our Business, Growth and Profitability

    Loss of our key management and other personnel, or an inability to attract new management and other personnel, could negatively impact our business, financial condition and results of operations

    Disclosed the 2025 retirement of CEO Lance Mitchell, appointment of Scott Huckins, and other executive leadership changes.

  • 36% rewrittenRisks Related to Our Business, Growth and Profitability

    We are dependent on maintaining satisfactory relationships with our major customers, and significant consolidation among our customers, or the loss of a significant customer, could decrease demand for our products or reduce our profitability

    Retained core customer concentration risks while adjusting formatting for major customer reliance.

  • 34% rewrittenRisks Related to Stockholder Influence, Related Party Transactions and Governance

    The resolution of any potential conflicts or disputes between us, PFL or Rank or their subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party

    Removed references to PEI Group while clarifying PFL board control and agreement renewal limitations.

    Was: The resolution of any potential conflicts or disputes between us, PEI Group, PFL or Rank or their subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party

  • 33% rewrittenRisks Related to Our Business, Growth and Profitability

    Our business has been and continues to be impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs and similar matters

    Updated raw material cost impacts to specifically cite negative results from material costs in 2025, particularly aluminum.

  • 28% rewrittenRisks Related to Our Business, Growth and Profitability

    Some of our workforce is covered by collective bargaining agreements, and our business could be harmed in the event of a prolonged work stoppage

    Increased the unionized workforce figure from approximately 20% to 23% and added potential manufacturing disruption risks.

  • 26% rewrittenRisks Related to Our Business, Growth and Profitability

    Any interruption in our supply of energy or raw materials could harm our business, financial condition and results of operations

    Added energy supply, extreme weather events, and power grid instability to raw material disruption factors.

    Was: Any interruption in our supply of raw materials could harm our business, financial condition and results of operations

  • 25% rewrittenLegal, Regulatory and Compliance Risks

    Environmental matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation

    Narrowed ESG terminology specifically to environmental matters while retaining climate and plastic waste risks.

    Was: ESG matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation

  • 21% rewrittenRisks Related to Our Business, Growth and Profitability

    Our brands are critical to our success

All 44 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Growth and Profitability

  1. 01Our success depends on our ability to anticipate and respond to changes in consumer preferences
  2. 02We are dependent on maintaining satisfactory relationships with our major customers, and significant consolidation among our customers, or the loss of a significant customer, could decrease demand for our products or reduce our profitability36% rewritten
  3. 03We operate in competitive markets
  4. 04Loss of any of our key manufacturing facilities or of those of our key suppliers could have an adverse effect on our business
  5. 05Our business has been and continues to be impacted by fluctuations in raw material, energy and freight costs, including the impact of tariffs and similar matters33% rewritten
  6. 06Any interruption in our supply of energy or raw materials could harm our business, financial condition and results of operations26% rewritten
  7. 07Labor shortages and increased labor costs have had and could have a material adverse effect on our business and operations
  8. 08Our brands are critical to our success21% rewritten
  9. 09Changes in consumer demand for the types of products we offer resulting from shifts in consumer expectations and purchasing preferences, including those related to environmental sustainability, could materially affect our business, financial condition and results of operationsNew
  10. 10The lack of a uniform regulatory framework across the United States has created a complex and fragmented compliance environment. This variability adds complexity to our national marketing, product development and sales strategiesNew
  11. 11Our business is affected by economic downturns in the markets that we serve and in the regions that supply our raw materials
  12. 12The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price
  13. 13Our profitability and cash flows could suffer if we are unable to execute on our strategic initiativesNew
  14. 14We may incur liabilities, experience harm to our reputation and brands, or be forced to recall products as a result of real or perceived product quality or other product-related issues
  15. 15We are affected by seasonality
  16. 16Loss of our key management and other personnel, or an inability to attract new management and other personnel, could negatively impact our business, financial condition and results of operations44% rewritten
  17. 17We may have difficulty acquiring or integrating product lines or businesses, which could impact our business, financial condition and results of operations
  18. 18We may not be successful in obtaining, maintaining and enforcing sufficient intellectual property rights to protect our business, or in avoiding claims that we infringe on the intellectual property rights of others
  19. 19Goodwill and indefinite-lived intangible assets are a material component of our balance sheet and impairments of these assets could have a significant impact on our results
  20. 20Some of our workforce is covered by collective bargaining agreements, and our business could be harmed in the event of a prolonged work stoppage28% rewritten
  21. 21Tax legislation initiatives or challenges to our tax positions could adversely affect our operations and financial condition
  22. 22Impacts associated with a future pandemic and associated responses could adversely impact our business and results of operations

Risks Related to Liquidity and Indebtedness

  1. 23We have significant debt, which could adversely affect our financial condition and ability to operate our business
  2. 24These restrictions could adversely affect our financial condition and limit our ability to successfully implement our growth strategy
  3. 25Market interest rates have increased and could continue to increase our interest costs

Legal, Regulatory and Compliance Risks

  1. 26We are subject to governmental regulation and we may incur material liabilities under, or costs in order to comply with, existing or future laws and regulations
  2. 27We could incur significant liabilities related to, and significant costs in complying with, environmental, health and safety laws, regulations and permits
  3. 28Environmental matters, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and impact our reputation25% rewritten
  4. 29We depend on intellectual property rights licensed from third parties, and disputes regarding, or termination of, these licenses could result in loss of rights, which could harm our business
  5. 30A cyber-attack or failure of one or more key information technology systems, operational technology systems, networks, processes, associated sites or service providers could have a material adverse impact on our business and reputation
  6. 31Legal claims and proceedings could adversely impact our business
  7. 32Our insurance coverage may not adequately protect us against business and operating risks

Risks Related to Stockholder Influence, Related Party Transactions and Governance

  1. 33Substantial future sales by Packaging Finance Limited or others of our common stock, or the perception that such sales may occur, could depress the price of our common stock
  2. 34Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock
  3. 35Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders
  4. 36We intend to continue to pay regular dividends on our common stock, but our ability to do so may be limited
  5. 37We could incur significant liability if our separation from PEI Group fails to qualify as a tax-free transaction for U.S. federal income tax purposes
  6. 38PFL controls the direction of our business and PFL’s concentrated ownership of our common stock may prevent our stockholders from influencing significant decisions
  7. 39Because PFL’s interests may differ from ours or from those of our other stockholders, actions that PFL takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders, including holders of our common stockNew
  8. 40We have entered into various transactions with Rank Group Limited (“Rank”) and other related parties that are members of PFL, including insurance participation in a broader affiliated programNew
  9. 41If PFL sells a controlling interest in our company to a third party in a private transaction, investors may not realize any change-of-control premium on shares of our common stock and we may become subject to the control of a presently unknown third party
  10. 42We are a “controlled company” within the meaning of the rules of Nasdaq and, as a result, rely on exemptions from certain corporate governance requirements
  11. 43Our inability to resolve in a manner favorable to us any potential conflicts or disputes that arise between us and PFL or Rank with respect to our past and ongoing relationships may adversely affect our business and prospects58% rewritten
  12. 44The resolution of any potential conflicts or disputes between us, PFL or Rank or their subsidiaries over these or other matters may be less favorable to us than the resolution we might achieve if we were dealing with an unaffiliated third party34% rewritten

Other Reynolds Consumer Products 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Reynolds Consumer Products faces heavy operational risks from single-plant dependencies, raw material price volatility, and high debt leverage. Major customer concentration and labor shortages directly threaten profitability and pricing power.

    Filed Feb 05, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.