O-I Glass (NYSE: OI) Securities Class Action: Fit to Win, European Operations and December 28, 2026 Lead Plaintiff Deadline

The lawsuit alleges O-I overstated the financial benefits and execution of its 'Fit to Win' restructuring program — particularly in Europe — while repeatedly expressing confidence that cost savings were materializing, European problems were temporary, profitability would recover, and O-I could reach its 2027 financial targets. O-I later substantially reduced its 2026 guidance and lowered its 2027 adjusted EBITDA target after reporting severe European operating weakness.

Two things this case is not: it is not a claim that 'Fit to Win was fake' (the program generated hundreds of millions of dollars of real savings), and it is not purely an energy-price case (O-I repeatedly disclosed energy costs). The more precise question is whether O-I overstated the speed and net financial effectiveness of the European recovery and the continuing achievability of its targets. The allegations have not been proven.

O-I Glass is one of the world's major manufacturers of glass containers — bottles and jars for beer, wine, spirits, non-alcoholic beverages, food, and pharmaceutical packaging — with roughly $6.4 billion of 2025 sales and dozens of plants worldwide. It is headquartered in Perrysburg, Ohio.

One correction up front: although O-I is based in Ohio, it is incorporated in Delaware (its SEC filings identify 'O-I Glass, Inc. /DE/' and describe it as a Delaware corporation). The complaint's description of O-I as an 'Ohio corporation' appears to be a drafting error — which matters because any current-shareholder/governance analysis runs under Delaware law, not Ohio law.

Fit to Win is O-I's multi-year restructuring and profitability initiative — eliminating redundant capacity, closing or idling plants, reducing workforce and SG&A, optimizing the manufacturing network, and improving O-I's structural cost position. It is a real restructuring program, not an investor-relations slogan: O-I's 2025 Form 10-K disclosed roughly $443–$445 million of 2025 restructuring, impairment, and related charges tied to Fit to Win, with cumulative charges of about $646 million by year-end 2025.

And it produced real savings — O-I reported about $300 million of Fit to Win benefits in 2025, which it said exceeded its original annual target. So the case does not depend on proving Fit to Win generated no savings. The central question instead is whether O-I accurately described how quickly those savings would translate into net earnings, European margins, EBITDA, and free cash flow.

This distinction is central to the case. A restructuring program can cut one category of cost while creating temporary costs elsewhere — plant-transition costs, production disruption, freight, furnace downtime, maintenance, supply-chain inefficiency, and execution problems. So 'gross' savings and the 'net' amount that actually reaches the bottom line are not the same.

O-I's own Q2 2026 results illustrate it: about $65 million of gross Fit to Win benefits, but only about $50 million net after operational disruption — and about $115 million gross versus $85 million net year-to-date. The gap between gross savings and net realization is the economic heart of the dispute.

The proposed class period begins with O-I's March 14, 2025 Investor Day, where O-I reaffirmed 2027 objectives of at least $1.45 billion adjusted EBITDA, free cash flow above 5% of sales, and an economic spread of at least 2% (and introduced a preliminary 2029 objective of $1.65 billion EBITDA). O-I also emphasized a 'premiumization' strategy — shifting toward premium categories, more profitable customers, differentiated products, and disciplined pricing — so the plan was not simply 'sell more glass,' but to become structurally lower-cost and earn higher margins from a better business mix.

Yes — and that is important to the framing. O-I disclosed substantial European challenges well before the alleged July 2026 corrective disclosure: by Q1 2025 it was openly discussing weaker European earnings, competitive pricing pressure, excess capacity, and roughly $58 million of unabsorbed fixed costs from production curtailments, and in July 2025 it disclosed softer demand and higher costs from temporary curtailments. So the lawsuit is not properly described as alleging O-I concealed the existence of European problems; plaintiff's theory is that O-I minimized their duration and severity and overstated how quickly Europe would recover.

For balance, O-I's results actually did improve through 2025: Q3 2025 European segment operating profit rose to about $95 million, O-I raised full-year guidance, and Fit to Win benefits reached about $220 million year-to-date. For the full year, adjusted EPS was about $1.60 (versus about $0.81 in 2024) and free cash flow improved from a $128 million use to $168 million positive — so management's optimism was not made against a backdrop of uniformly deteriorating results.

In February 2026, O-I's original 2026 outlook was adjusted EBITDA of $1.25–$1.30 billion, adjusted EPS of $1.65–$1.90, and free cash flow of about $200 million. Importantly, that outlook already incorporated about $150 million of additional European energy costs after favorable legacy energy contracts expired — O-I said that without that step-up, adjusted EBITDA growth would have been much stronger.

So it would be inaccurate to say O-I 'hid' rising European energy costs; the $150 million reset was disclosed up front, and O-I's forward-looking disclosures specifically warned that Fit to Win execution, furnace closures, curtailments, competitive pricing, and energy and raw-material costs could all affect results. The securities question is whether the combined magnitude of those headwinds — especially internal restructuring disruption — was adequately conveyed, not whether the categories were disclosed at all.

This is the fact many generic deadline pages miss: O-I cut its 2026 guidance materially in April, three months before the alleged July corrective disclosure. It reduced adjusted EBITDA from $1.25–$1.30 billion to $1.125–$1.225 billion, free cash flow from about $200 million to $50–$150 million, and adjusted EPS from $1.65–$1.90 to $1.00–$1.50 — citing higher global energy prices, Middle East conflict effects, additional European net price pressure, and restructuring/transition costs, and estimating energy inflation could reduce 2026 earnings by roughly $0.40–$0.50 per share. O-I also disclosed in Q1 2026 that Fit to Win produced about $50 million gross but only about $35 million net after European plant-closure disruption — so offsetting costs were not concealed.

This is the strongest part of plaintiff's theory. Even after the April cut, O-I maintained that many pressures were temporary, that Fit to Win remained ahead of schedule and a core value driver, and that it still had a viable path to the $1.45 billion 2027 adjusted EBITDA target — with CEO Hardie describing a 'clear line of sight' to sustainable, profitable growth. At the June 10 Wells Fargo conference, management said Fit to Win execution remained excellent and Europe was in the final stages of restructuring, while acknowledging the path to $1.45 billion had become 'steeper' with 'less margin for error.'

So management was not claiming zero risk — by June it expressly acknowledged softer demand, energy pressure, weaker European wine volumes, and overcapacity. Plaintiff's theory is that, given the operational problems already occurring inside Europe, O-I should have been more cautious rather than continuing to defend the 2027 target and characterize the headwinds as temporary. Whether those disclosures went far enough is the disputed question — and a forecast that later proves wrong is not, by itself, fraud.

O-I reported significantly weaker Q2 2026 results: net sales of about $1.668 billion (down ~2%), adjusted EPS of $0.09 (versus about $0.53 a year earlier), and segment operating profit of $171 million (versus $225 million). The headline was Europe: segment operating profit there collapsed from about $90 million to $6 million, and the European margin fell from roughly 12.1% to 0.9%, which O-I attributed to competitive pricing pressure, elevated energy costs, operational disruption following restructuring, furnace events, and higher-than-expected operating costs.

O-I recorded an approximately $873 million non-cash impairment of European goodwill, plus about $96 million of additional European deferred-tax valuation allowances, reflecting its stock price, weaker current performance, and revised European expectations. An important clarification: goodwill is an accounting asset reflecting value assigned to acquired businesses, and an impairment means management concluded the carrying value was no longer fully supportable — it is not an $873 million cash payment or cash operating loss. But it is still a significant signal that management had materially reduced its expectations for Europe's future performance.

Alongside the Q2 report, O-I cut 2026 adjusted EBITDA guidance again — from $1.125–$1.225 billion (April) to $1.0–$1.1 billion — and changed expected free cash flow from positive $50–$150 million to a $50–$150 million use of cash. Even then, Fit to Win itself still produced real savings in the quarter ($65 million gross, $50 million net), so the issue was that operational problems were preventing the savings from reaching earnings — not that the program generated nothing.

The most compelling part of the alleged disclosure is the 2027 reversal: O-I reduced the 2027 adjusted EBITDA target from $1.45 billion to $1.2–$1.3 billion and cut its cumulative Fit to Win expectation from about $750 million to $650 million — directly reversing a target management had repeatedly defended through April and June.

On the July 29 earnings call, CEO Gordon Hardie acknowledged that O-I 'had a stumble, a chunk of it of our own making,' discussing supply-chain network problems, cross-functional execution, leadership changes, and operational breakdowns in Europe. That admission matters because it distinguishes external pressures (energy, demand, pricing) from internal execution problems.

At the same time, when asked whether Fit to Win itself caused the operating breakdowns, Hardie said 'absolutely no' — arguing the program had removed waste, increased maintenance and engineering reinvestment, and improved the cost structure, and instead attributing the problems to culture, process, and cross-functional execution. Both points belong on the record: O-I acknowledged self-inflicted execution problems, but denied that the restructuring strategy itself was the cause.

According to the complaint, OI fell from a July 28 close of $9.06 to $7.70 on July 29 — about 15%. Analysts cut their price targets afterward (for example, Truist $13 → $10 and Baird $15 → $13, with UBS reducing its target by roughly 26%), focusing on weak European demand, pricing, restructuring execution, operational inefficiency, and skepticism about a second-half recovery.

These developments are post-class — they are not part of the pleaded July 28 corrective disclosure, and later deterioration does not establish that earlier statements were fraudulent. On October 27, 2026 (just before the complaint was filed), O-I reported Q3 results showing Europe still significantly challenged: it cut 2026 adjusted EBITDA guidance again to about $925–$950 million and projected roughly $300 million of negative free cash flow, and it said it was no longer maintaining its specific 2027 targets (planning to provide new 2027 guidance with year-end results).

Q3 was not uniformly negative — O-I said European production efficiency was beginning to improve, sequential shipment trends improved, Fit to Win continued producing savings (about $50 million in Q3, $135 million year-to-date), and the Americas remained resilient — but European segment operating profit was only about $2 million versus about $95 million a year earlier. By late October, O-I also began consultation on the potential permanent closure of another European plant (estimated charges of about $100–$120 million). All of this is useful current context, clearly outside the class period.

The currently reviewed SEC filings do not support a classic insider-dumping theory, and the complaint does not rely on insider selling as its principal scienter theory. CEO Gordon Hardie's reviewed March 2026 transaction primarily involved RSU vesting with about 52,274 shares withheld (transaction code F) to cover taxes — not a discretionary open-market sale. CFO John Haudrich did the opposite of selling: he purchased about 2,207 OI shares in the open market (code P) in May 2026 at around $9.07. O-I also continued an anti-dilutive share-repurchase program (about 644,257 shares for roughly $10 million in Q1 2026). None of this proves the earlier statements were accurate, but it is relevant to the absence of a classic insider-exit motive — and the complaint instead rests its scienter theory on the executives' access to internal Fit to Win and European data.

Delaware, according to O-I's current SEC filings, even though it is headquartered in Perrysburg, Ohio. The complaint appears to describe O-I incorrectly as an 'Ohio corporation' — a drafting error likely explained by the Ohio headquarters. The distinction matters because current-shareholder and corporate-governance rights are analyzed under Delaware law.

The proposed class period is March 14, 2025 through July 28, 2026. Note that the complaint defines the proposed class by reference to O-I Glass common stock — not broadly as purchasers of all O-I securities — so options investors should not assume their transactions are covered by the currently pleaded class definition, and should obtain case-specific advice and preserve their records.

The current published PSLRA lead plaintiff deadline is December 28, 2026.

Do I Have to Become Lead Plaintiff?

Generally, no. A lead plaintiff is the investor or investor group the court appoints to actively supervise the proposed class and proposed lead counsel. Most investors remain passive class members.

Lead Plaintiff Deadline ≠ Settlement Claim Deadline

These are different dates. An eligible investor ordinarily does not need to seek lead-plaintiff appointment merely to remain a potential passive class member.

Generally, no, for the federal securities claim — continued ownership is ordinarily not required simply to remain a potential class member, and purchase and sale timing can affect recognized loss, loss causation, and damages. Current ownership matters differently for potential corporate-governance claims, discussed below.

Potentially. Because O-I Glass is a Delaware corporation, any shareholder derivative or internal-affairs analysis begins with Delaware law. Julie & Holleman LLP is evaluating whether current shareholders who owned shares at the time of potentially actionable conduct and have continued to hold may have separate corporate-governance rights relating to Fit to Win oversight (restructuring timelines, savings measurement, gross-versus-net tracking), European operational oversight (plant closures, furnace events, supply-chain disruption, leadership changes, cost overruns), forecasting and disclosure controls (the assumptions behind the $1.45 billion 2027 target and the decisions to maintain it in April and June), and the timing of the goodwill-impairment testing.

Standing depends on ownership timing, the specific challenged conduct, continued ownership, and applicable Delaware requirements. Counsel may evaluate whether a Delaware books-and-records investigation or other steps are appropriate for a qualifying current shareholder; that would not provide access to internal European forecasts, board minutes, plant-level reports, or privileged communications. No determination has been made that viable derivative claims exist, and no earlier overlapping securities action based on these specific Fit to Win allegations was identified in the sources reviewed.

Julie & Holleman LLP is investigating allegations involving O-I Glass, Inc., OI, Gordon Hardie, John Haudrich, Fit to Win, the European restructuring and plant closures, energy costs, competitive pricing, supply-chain disruption, adjusted EBITDA and free-cash-flow guidance, the goodwill impairment, the 2027 Investor Day targets, and corporate governance. We are interested in hearing from:

Investors With Securities Losses

Investors who purchased or otherwise acquired O-I Glass common stock between March 14, 2025 and July 28, 2026 and suffered losses, including investors evaluating lead-plaintiff appointment before December 28, 2026.

Current O-I Shareholders

Qualifying current O-I shareholders who owned shares during potentially actionable conduct and have continued to hold them, and who wish to evaluate separate Delaware corporate-governance rights.