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WEST PHARMACEUTICAL SERVICES INC

For the period ended Sep 30, 2025. Filed Oct 23, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 23, 2025

WST$413.09+3.3%Stored close · as of Nov 9, 2026

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Fair Value Measurements

Note 10: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables present the assets and liabilities recorded at fair value on a recurring basis:

Balance at · Basis of Fair Value Measurements
($ in millions)September 30,2025Level 1Level 2Level 3
Assets:
Deferred compensation assets$10.0$10.0$—$—
Money market funds176.8176.8——
Time deposits45.7—45.7—
Foreign currency contracts11.9—11.9—
Cross-currency swap18.3—18.3—
Commodity call options0.4—0.4—
$263.1$186.8$76.3$—
Liabilities:
Contingent consideration$2.8$—$—$2.8
Deferred compensation liabilities10.110.1——
Foreign currency contracts27.0—27.0—
$39.9$10.1$27.0$2.8
Balance at · Basis of Fair Value Measurements
($ in millions)December 31,2024Level 1Level 2Level 3
Assets:
Deferred compensation assets$11.1$11.1$—$—
Money market funds117.6117.6——
Time deposits71.3—71.3—
Foreign currency contracts17.3—17.3—
Cross-currency swap23.6—23.6—
Commodity call options0.3—0.3—
$241.2$128.7$112.5$—
Liabilities:
Contingent consideration$3.0$—$—$3.0
Deferred compensation liabilities11.211.2——
Foreign currency contracts18.3—18.3—
$32.5$11.2$18.3$3.0

Deferred compensation assets are included within other noncurrent assets and are valued using a market approach based on quoted market prices in an active market. Money market funds are included within cash and cash equivalents and are valued based on quoted market prices in active markets, with no valuation adjustment. Time deposits are included within cash and cash equivalents and are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. The fair value of our foreign currency contracts, included within other current and other noncurrent assets, as well as other current and other long-term liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of the cross-currency swap, included within other noncurrent assets, is valued using a market approach. Please refer to Note 9, Derivative Financial Instruments, for further discussion of our derivatives. The fair value of our commodity call options, included within other current and other noncurrent assets, is valued using a market approach. The fair value of the contingent consideration liability, within current and long-term liabilities, related to the SmartDose® technology platform (the “SmartDose® contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation are recorded as income or expense within other expense (income) in our condensed consolidated statements of income. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities.

Other Financial Instruments

We believe that the carrying amounts of our cash and accounts receivable approximate their fair values due to their near-term maturities.

The estimated fair value of long-term debt is based on quoted market prices for debt issuances with similar terms and maturities and is classified as Level 2 within the fair value hierarchy. At September 30, 2025, the estimated fair value of long-term debt was $202.1 million compared to a carrying amount of $202.7 million. At December 31, 2024, the estimated fair value of long-term debt was $200.5 million and the carrying amount was $202.6 million. As of September 30, 2025 and December 31, 2024, all debt is long-term.

Note 11: Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the nine months ended September 30, 2025:

($ in millions)DerivativesChange in equity affiliate investment AOCIDefined benefit pension and other postretirement plansForeign currency translationTotal
Balance, December 31, 2024$(2.5)$2.5$(9.8)$(248.3)$(258.1)
Other comprehensive income (loss) before reclassifications3.20.1(0.6)153.3156.0
Amounts reclassified out from accumulated other comprehensive income (loss)0.2—(0.4)—(0.2)
Other comprehensive income (loss), net of tax3.40.1(1.0)153.3155.8
Balance, September 30, 2025$0.9$2.6$(10.8)$(95.0)$(102.3)

The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the nine months ended September 30, 2024:

($ in millions)DerivativesChange in equity affiliate investment AOCIDefined benefit pension and other postretirement plansForeign currency translationTotal
Balance, December 31, 2023$—$2.3$(10.1)$(136.0)$(143.8)
Other comprehensive income (loss) before reclassifications(0.3)—(0.6)6.75.8
Amounts reclassified out from accumulated other comprehensive income (loss)2.3—(0.6)—1.7
Other comprehensive income (loss), net of tax2.0—(1.2)6.77.5
Balance, September 30, 2024$2.0$2.3$(11.3)$(129.3)$(136.3)

A summary of the reclassifications out from accumulated other comprehensive loss is presented in the following table:

($ in millions) · Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
Detail of components2025202420252024Location on Statement of Income
(Losses) gains on derivatives:
Foreign currency contracts$(0.4)$—$(0.5)$0.2Net sales
Foreign currency contracts0.5(0.7)0.2(4.1)Cost of goods and services sold
Foreign currency contracts———1.0Other expense (income)
Forward treasury locks——(0.1)(0.1)Interest expense
Total before tax0.1(0.7)(0.4)(3.0)
Tax benefit—0.20.20.7
Net of tax$0.1$(0.5)$(0.2)$(2.3)
Amortization of defined benefit pension and other postretirement plans:
Actuarial gains$0.2$0.3$0.5$0.8(a)
Total before tax0.20.30.50.8
Tax expense—(0.1)(0.1)(0.2)
Net of tax$0.2$0.2$0.4$0.6
Total reclassifications for the period, net of tax$0.3$(0.3)$0.2$(1.7)

(a) This component is included in the computation of net periodic benefit cost.

Note 12: Shareholders’ Equity

The following table presents the changes in shareholders’ equity for the nine months ended September 30, 2025:

Common Shares IssuedCommon StockCapital in Excess of Par ValueNumber of Treasury SharesTreasury StockRetained earningsAccumulated other comprehensive lossTotal
(in millions)
Balance, December 31, 202475.3$18.8$22.13.0$(1,057.1)$3,956.6$(258.1)$2,682.3
Net income—————89.8—89.8
Activity related to stock-based compensation——(20.3)(0.1)27.4——7.1
Shares purchased under share repurchase program———0.6(133.5)——(133.5)
Dividends declared ($0.21 per share)—————(15.2)—(15.2)
Other comprehensive income, net of tax——————52.652.6
Balance, March 31, 202575.3$18.8$1.83.5$(1,163.2)$4,031.2$(205.5)$2,683.1
Net income—————131.8—131.8
Activity related to stock-based compensation——(1.8)(0.1)23.5(8.8)—12.9
Shares purchased under share repurchase program————(0.5)——(0.5)
Dividends declared ($0.21 per share)—————(15.0)—(15.0)
Other comprehensive income, net of tax——————116.8116.8
Balance, June 30, 202575.3$18.8$—3.4$(1,140.2)$4,139.2$(88.7)$2,929.1
Net income—————140.0—140.0
Activity related to stock-based compensation————12.8(1.0)—11.8
Dividends declared ($0.22 per share)—————(15.8)—(15.8)
Other comprehensive loss, net of tax——————(13.6)(13.6)
Balance, September 30, 202575.3$18.8$—3.4$(1,127.4)$4,262.4$(102.3)$3,051.5

The following table presents the changes in shareholders’ equity for the nine months ended September 30, 2024:

Common Shares IssuedCommon StockCapital in Excess of Par ValueNumber of Treasury SharesTreasury StockRetained earningsAccumulated other comprehensive lossTotal
(in millions)
Balance, December 31, 202375.3$18.8$120.21.8$(637.6)$3,523.4$(143.8)$2,881.0
Net income—————115.3—115.3
Activity related to stock-based compensation——(65.0)(0.2)79.4——14.4
Shares purchased under share repurchase program———0.7(267.0)——(267.0)
Dividends declared ($0.20 per share)—————(14.6)—(14.6)
Other comprehensive loss, net of tax——————(48.5)(48.5)
Balance, March 31, 202475.3$18.8$55.22.3$(825.2)$3,624.1$(192.3)$2,680.6
Net income—————111.3—111.3
Activity related to stock-based compensation——(21.7)(0.1)32.8——11.1
Shares purchased under share repurchase program———0.5(187.1)——(187.1)
Dividends declared ($0.20 per share)—————(14.5)—(14.5)
Other comprehensive loss, net of tax——————(24.6)(24.6)
Balance, June 30, 202475.3$18.8$33.52.7$(979.5)$3,720.9$(216.9)$2,576.8
Net income—————136.0—136.0
Activity related to stock-based compensation——(10.2)(0.1)21.3——11.1
Shares purchased under share repurchase program———0.2(52.4)——(52.4)
Other comprehensive income, net of tax——————80.680.6
Balance, September 30, 202475.3$18.8$23.32.8$(1,010.6)$3,856.9$(136.3)$2,752.1

Note 13: Stock-Based Compensation

The West Pharmaceutical Services, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”) provides for the granting of stock options, stock appreciation rights ("SARs"), restricted stock awards and performance awards to employees and non-employee directors. A committee of the Board of Directors determines the terms and conditions of awards to be granted. Vesting requirements vary by award. In March 2025, the Board of Directors approved, and our stockholders subsequently approved in May 2025, an amendment to the 2016 Plan ("the Amended and Restated 2016 Plan"), which, among other things, added 2.0 million shares of common stock to the maximum number of shares of common stock as to which awards may be granted. Following the approval of the Amended and Restated 2016 Plan, all stock options or SARs that are not forfeited or cancelled will reduce the number of shares available for issuance under the Amended and Restated 2016 Plan byone share for each share subject to the award. Awards issued following the amendment that are payable in common stock (other than stock options or SARs) will reduce the total number of shares available for grant under the Amended and Restated 2016 Plan by an amount equal to 2.0 times the number of shares subject to the award. The reduction was previously equal to 2.5 times the number of shares subject to the award under the 2016 Plan. At September 30, 2025, there were approximately 3.0 million shares remaining in the Amended and Restated 2016 Plan for future grants.

During the nine months ended September 30, 2025, the Company granted 77,029 stock options at a weighted average exercise price of $218.98 per share based on the grant-date fair value of our stock to employees under the 2016 Plan. The weighted average grant date fair value of options granted was $93.40 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 4.3%; expected life of 6.5 years based on prior experience; stock volatility of 36.2% based on historical data; and a dividend yield of 0.4%. Stock option expense is recognized over the vesting period, net of forfeitures.

During the nine months ended September 30, 2025, the Company granted 59,106 stock-settled performance share unit (“PSU”) awards at a weighted average grant-date fair value of $215.98 per share to eligible employees. These awards are earned based on the Company’s performance against pre-established targets, including annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares of common stock. Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of stock-settled PSU awards is based on the market price of our stock at the grant date and is recognized as expense over the performance period, adjusted for estimated target outcomes and net of forfeitures.

During the nine months ended September 30, 2025, the Company granted 62,127 stock-settled restricted share unit (“RSU”) awards at a weighted average grant-date fair value of $219.90 per share to eligible employees. These awards are earned over a specified performance period. The fair value of stock-settled RSU awards is based on the market price of our stock at the grant date and is recognized as expense over the vesting period, net of forfeitures.

Stock-based compensation expense was $8.4 million and $17.1 million for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2024, stock-based compensation expense was $5.1 million and $14.4 million, respectively.

Note 14: Other Expense (Income)

Other expense (income) consists of:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in millions)2025202420252024
Restructuring and related charges$0.9$(2.5)$17.5$(2.5)
Contingent consideration2.71.27.33.2
Foreign exchange transaction losses2.74.15.67.3
Asset impairments0.31.01.41.9
Other items0.30.60.90.9
Total other expense (income)$6.9$4.4$32.7$10.8

Restructuring and Related Charges

In January 2025, the Company approved a restructuring plan to adjust our operating cost base to better respond to the macroeconomic factors influencing our business. These changes are expected to be implemented over a period of approximately twenty-four tothirty-six months from the date of approval. The plan is expected to require restructuring and related charges of approximately $30 million to $32 million, with annualized savings in the range of $35 million to $40 million. The following table presents activity related to our restructuring obligations related to our 2025 restructuring plan:

($ in millions)Severanceand benefitsAsset-related chargesTotal
Balance, December 31, 2024$—$—$—
Charges (Credits)15.02.517.5
Cash payments(7.6)—(7.6)
Non-cash asset write downs—(2.5)(2.5)
Balance, September 30, 2025$7.4$—$7.4

Contingent Consideration

Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please refer to Note 10, Fair Value Measurements, for additional details.

Note 15: Income Taxes

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items.

The provision for income taxes was $34.0 million and $32.4 million for the three months ended September 30, 2025 and 2024, respectively, and the effective tax rate was 19.8% and 19.7%, respectively.

The provision for income taxes was $88.3 million and $70.7 million for the nine months ended September 30, 2025 and 2024, respectively, and the effective tax rate was 20.1% and 16.8%, respectively. The increase in the effective tax rate is primarily due to a decrease in the tax benefit related to stock-based compensation in the nine months ended September 30, 2025 as compared to the same period in 2024.

The Company continues to address the change in tax laws enacted pursuant to the Organization for Economic Cooperation and Development (OECD)’s 15% global minimum tax initiative (Pillar 2). The 2025 forecasted impact of Pillar 2 is not expected to be material to the Company.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The impact to the Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2025 associated with this legislation is not material.

Note 16: Commitments and Contingencies

From time to time, we are involved in various proceedings, lawsuits, disputes and claims arising in the ordinary course of the Company’s business, whether that be matters involving commercial operations, product liability, intellectual property or employment actions, including class action lawsuits. We accrue for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated based on circumstances and assumptions existing at the time. Unless otherwise disclosed below, while the outcome of such claims cannot be predicted with certainty, we believe their ultimate resolution is not expected to have a material adverse effect on our business, financial condition, results of operations or liquidity. However, if an unfavorable ruling were to occur in any specific case, a material impact on the results of operations could be possible for that period.

Securities Class Action

On May 5, 2025, New England Teamsters Pension Fund filed a class action against us and certain of our current and former officers in the United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of a class of the Company’s investors who purchased or otherwise acquired the Company’s common stock between February 16, 2023 and February 12, 2025. On July 23, 2025, the court appointed lead plaintiffs in the action. On October 15, 2025, the lead plaintiffs filed an amended complaint. The complaint alleges violations of Sections 10(b), 20(a) and 20A of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with 1) various public statements made by the Company and certain current and former officers regarding its business, operations and prospects and 2) certain current and former officers' transactions in the Company's stock. The action seeks unspecified damages, costs and expenses, including attorneys’ fees. The defendants intend to vigorously defend against such allegations. Given the nature of the case, including that the proceedings are in their early stages, the Company is unable to predict the ultimate outcome of the case or estimate the range of potential loss, if any.

There have been no significant changes to commitments and contingencies since December 31, 2024.

Note 17: Segment Information

Our business operations are organized intotwo reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery products, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business, focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.

The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM evaluates the performance of our segments based upon, among other things, segment net sales and segment operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that the CODM considers not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items. The segment operating profit metric is what the CODM uses in evaluating our results of operations and the financial measure that provides a valuable insight into our overall performance and financial position. The CODM considers budget-to-actual variances and variances against prior years within segment operating profit when making decisions about allocating resources to the segments.

The following table presents information about our reportable segments, reconciled to consolidated totals:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in millions)2025202420252024
Net sales:
Proprietary Products$647.5$601.4$1,830.3$1,720.6
Contract-Manufactured Products157.1145.5438.8423.8
Consolidated net sales$804.6$746.9$2,269.1$2,144.4

The following tables provide summarized financial information for ourtwo reportable segments and corporate and unallocated:

($ in millions)September 30,2025December 31,2024
Assets
Proprietary Products$2,989.3$2,621.1
Contract-Manufactured Products685.9612.2
Corporate and Unallocated (1)430.6410.1
Total consolidated$4,105.8$3,643.4

(1) Corporate and unallocated assets primarily include investments in affiliated companies, cash and cash equivalents, property, plant and equipment used in our corporate operations and deferred income taxes.

($ in millions)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Depreciation and Amortization2025202420252024
Proprietary Products$35.1$33.8$101.5$96.8
Contract-Manufactured Products7.15.520.315.1
Corporate and Unallocated0.80.92.62.8
Total consolidated$43.0$40.2$124.4$114.7
($ in millions)Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
Capital Expenditures2025202420252024
Proprietary Products$47.7$47.8$148.1$167.4
Contract-Manufactured Products13.630.057.296.8
Corporate and Unallocated2.03.54.57.9
Total consolidated$63.3$81.3$209.8$272.1

The following table provides summarized financial information for our segments:

Three months ended September 30, 2025 · Three months ended September 30, 2024
($ in millions) · Proprietary Products · Contract-Manufactured Products · Total · Proprietary Products · Contract-Manufactured Products · Total
Net sales$647.5$157.1$804.6$601.4$145.5$746.9
Cost of goods and services sold383.5126.8365.7116.5
Research and development17.1—15.5—
Selling, general and administrative expenses65.67.556.66.7
Other segment expense (income)(4)6.10.55.40.5
Segment operating profit$175.2$22.3$197.5$158.2$21.8$180.0
Reconciliation of profit or loss:
Stock-based compensation(8.4)(5.1)
Corporate general costs(1)(19.0)(14.3)
Unallocated items:
Restructuring and related charges(2)(2.5)0.9
Amortization of acquisition-related intangible assets(3)—(0.2)
Total consolidated operating profit167.6161.3
Interest (income) expense and other nonoperating expense (income), net(4.3)(3.2)
Income before income taxes and equity in net income of affiliated companies$171.9$164.5
Nine Months Ended September 30, 2025 · Nine months ended September 30, 2024
($ in millions) · Proprietary Products · Contract-Manufactured Products · Total · Proprietary Products · Contract-Manufactured Products · Total
Net sales$1,830.3$438.8$2,269.1$1,720.6$423.8$2,144.4
Cost of goods and services sold1,107.8361.21,070.8348.7
Research and development52.5—50.6—
Selling, general and administrative expenses187.422.1173.419.1
Other segment expense (income)(4)15.11.910.3(0.1)
Segment operating profit$467.5$53.6$521.1$415.5$56.1$471.6
Reconciliation of profit or loss:
Stock-based compensation(17.1)(14.4)
Corporate general costs(1)(53.6)(47.2)
Unallocated items:
Restructuring and related charges(2)(21.9)0.9
Amortization of acquisition-related intangible assets(3)(0.2)(0.6)
Total consolidated operating profit428.3410.3
Interest (income) expense and other nonoperating expense (income), net(11.1)(10.3)
Income before income taxes and equity in net income of affiliated companies$439.4$420.6

(1) Corporate general costs includes executive and director compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.

(2)During the three and nine months ended September 30, 2025, the Company recorded charges of $2.5 million and $21.9 million, respectively, related to restructuring programs. The Company recorded $0.9 million and $17.5 million in thethree and nine months ended September 30, 2025, respectively, of these charges within other expense (income), related to severance and acceleration of depreciation and lease costs in connection with the Company's 2025 restructuring plan. The remaining $1.6 million and $4.4 million, respectively, of expense, recorded within selling, general and administrative expenses, relates to our plan to optimize the legal structure of the Company and its subsidiaries. Restructuring and other charges were a net benefit of $0.9 million for thethree and nine months ended September 30, 2024. The net benefit represented the impact of two items, the first of which is a $2.5 million benefit recorded within other expense (income) related to revised severance estimates in connection with the Company's 2022 restructuring plan. This benefit was partially offset by $1.6 million of expense recorded within selling, general and administrative expenses, related to our plan to optimize the legal structure of the Company and its subsidiaries. Please refer to Note 14, Other Expense (Income), for further discussion of this item.

(3) During the three and nine months ended September 30, 2025 and 2024, we recorded $0.0 million and $0.2 million, and $0.2 million and $0.6 million, respectively, of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020.

(4) Other segment expense (income) primarily includes foreign exchange transaction gains and losses, adjustments to contingent consideration and asset impairments attributable to the segments during the three and nine months ended September 30, 2025 and 2024.

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