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SCHEDULE 13D/A Filed 2026-08-13 Event 2026-08-12 SEC 0001104659-26-095238 →

Ardagh Group S.A. Ardagh Metal Packaging S.A. AMBP

Stake: 76.02% Shares: 454,375,314 CUSIP: L02235106 Class: Ordinary shares, with a nominal value of (euro) 0.01 per share

Item 4 — Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof. As previously disclosed, the Reporting Persons review their investment in the Issuer on a continuing basis. In this regard, the board of AHSA has instructed its advisers to prepare for a potential sale of the Issuer by AHSA and its affiliates, whereby AIS would sell some or all of the equity interests in the Issuer (the "Potential Transaction") to a third-party buyer, and which may include a scenario in which AIS acquires the ordinary shares of the Issuer not currently held by AIS in order to effect a sale of all of the equity interests in the Issuer to a third-party buyer. Approval by the board of AHSA will be required on any further steps in connection with the Potential Transaction, including the terms, timing, counterparty and ultimate consummation and will be dependent upon the Reporting Persons' review of numerous factors, including: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's ordinary shares; general market, industry and economic conditions; the relative attractiveness of a specific plan or transaction as compared to alternative business and investment opportunities; and other future developments with respect to the Issuer and the market generally. AHSA has not set a deadline or definitive timeline for the completion of the Potential Transaction, and there can be no assurance that the sale process will result in any transaction or particular outcome. In connection with any of the foregoing actions, Evercore International Partners LLP has been appointed as financial adviser to AHSA and Kirkland & Ellis International LLP as lead legal adviser to AHSA, and the Reporting Persons may retain further advisers, engage in discussions or, subject to the Shareholders Agreement (described in Item 6 of the Schedule 13D) between AGSA and the Issuer, share confidential information of the Issuer.

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