APTARGROUP, INC.

Previous wording

Aptar is a global leader in the design and manufacturing of a broad range of drug delivery, consumer product dispensing and active material science solutions and services for the pharmaceutical, beauty, personal care, home care, food and beverage markets. Using proprietary design, engineering, science and insights or understanding of the end-user to create dispensing, dosing and protective technologies for many of the world's leading brands, Aptar in turn makes a meaningful difference in the lives, health, well-being and homes of millions of patients and consumers around the world.

Current wording

Aptar is a global leader in the design and manufacturing of a broad range of drug delivery, consumer product dispensing, active material science solutions and services for the pharmaceutical, F&F, personal care, home care, food and beverage markets. Using proprietary design, shared technology platforms, engineering, science and insights or understanding of the end-user to create dispensing, dosing and protective technologies for many of the world's leading brands, Aptar in turn makes a meaningful difference in the lives, health, well-being and homes of millions of patients and consumers around the world.

Previous wording

In addition to the information presented herein that conforms to accounting principles generally accepted in the United States of America (“U.S. GAAP”), we also present certain financial information that does not conform to U.S. GAAP, which are referred to as non-U.S. GAAP financial measures. Management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. We believe it is useful to present these non-U.S.GAAP financial measures because they allow for a more meaningful period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect Aptar’s core operating performance. These non-U.S. GAAP financial measures should not be considered in isolation or as a substitute for U.S. GAAP financial results, but should be read in conjunction with the audited Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures. See the reconciliation under "Non-U.S. GAAP Measures" below.

Current wording

In addition to the information presented herein that conforms to accounting principles generally accepted in the United States of America (“U.S. GAAP”), we also present certain financial information that does not conform to U.S. GAAP, which are referred to as non-U.S. GAAP financial measures. Management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. We believe it is useful to present these non-U.S.GAAP financial measures because they allow for a more meaningful period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect Aptar’s core operating performance. These non-U.S. GAAP financial measures should not be considered in isolation or as a substitute for U.S. GAAP financial results, but should be read in conjunction with the audited Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measure to arrive at these non-U.S. GAAP financial measures. See the reconciliation under "Non-U.S. GAAP Measures" below. A reconciliation of core sales growth to reported net sales growth, the most directly comparable U.S. GAAP measure, can be found under "Net Sales" below.

Previous wording

•2024 was our 31st consecutive year of paying an annually increasing dividend

Current wording

•2025 was our 32nd consecutive year of paying an annually increasing dividend

Previous wording

For the year ended December 31, 2024, reported net sales increased 3% to $3.58 billion from $3.49 billion a year ago. The average U.S. dollar exchange rate remained fairly consistent compared to the euro and other major currencies in which we operate, resulting in no currency translation impact during 2024. There was no significant impact from our acquisitions on our consolidated net sales during 2024. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, also increased by 3% in 2024 compared to 2023. Volume growth, especially for products in our prescription, material sciences and home care applications, had a positive impact on our core sales during 2024.

Current wording

For the year ended December 31, 2025, reported net sales increased 5% to $3.78 billion from $3.58 billion a year ago. The average U.S. dollar exchange rate weakened compared to the euro and most other major European currencies in which we operate, resulting in a 2% positive currency translation impact during 2025. Our current year acquisitions also positively impacted consolidated sales by 1%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 2% in 2025 compared to 2024. Strong product volume growth in our Pharma and Closures segments along with increased tooling sales, mainly in our Beauty segment, more than compensated for the pass through of lower resin costs to our customers.

Previous wording

Our cost of sales (“COS”) as a percentage of net sales decreased to 62.2% in 2024 compared to 63.8% in 2023. Our COS percentage was positively impacted by an improved mix of our higher-margin pharma services and product sales compared to the same period in 2023. We also benefited from improved operational performance and cost management initiatives, which more than offset an increase in input costs.

Current wording

Our cost of sales (“COS”) as a percentage of net sales increased to 62.8% in 2025 compared to 62.2% in 2024. While all three segments showed revenue growth during 2025, sales within the Pharma and Beauty segments were negatively impacted by a mix of lower margin applications compared to the same period in 2024. We were also negatively impacted by operational inefficiencies and an increase in certain input costs.

Previous wording

Our selling, research & development and administrative expenses (“SG&A”) increased approximately 3% or $16.4 million to $582.2 million in 2024 compared to $565.8 million in 2023. Excluding changes in foreign currency rates, SG&A increased by approximately $18.1 million compared to the prior year. Of this increase, $0.4 million relates to incremental SG&A costs in 2024 due to our acquisitions of iD SCENT and Gulf Closures. Improvements from our overhead cost management initiatives during 2024 were offset by increased investment in research and development, particularly in pharma, to support our innovation and higher non-cash stock-based compensation expense. SG&A as a percentage of net sales increased to 16.3% in 2024 compared to 16.2% in the prior year.

Current wording

Our SG&A increased approximately 4% or $24.3 million to $606.5 million in 2025 compared to $582.2 million in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $11.8 million compared to the prior year. Of this increase, $4.9 million relates to incremental SG&A costs in 2025 due to our acquisitions including BTY and Sommaplast. The remaining increase is related to higher legal fees in our Pharma segment and higher compensation costs. SG&A as a percentage of net sales decreased to 16.1% in 2025 compared to 16.3% in the prior year.

Previous wording

Depreciation and amortization expense increased approximately 6% or $15.2 million to $263.8 million in 2024 compared to $248.6 million in 2023. Excluding changes in foreign currency rates, depreciation and amortization expense increased by approximately $16.1 million compared to the prior year. Approximately $0.3 million of this increase is due to our acquisitions of iD SCENT and Gulf Closures. The majority of the remaining increase relates to higher capital spending during the prior years to support our growth strategy, including new manufacturing facilities commencing production during 2024. Depreciation and amortization as a percentage of net sales increased to 7.3% in 2024 compared to 7.1% in the prior year.

Current wording

Depreciation and amortization expense increased approximately 9% or $23.6 million to $287.4 million in 2025 compared to $263.8 million in 2024. Excluding changes in foreign currency rates, depreciation and amortization expense increased by approximately $17.4 million compared to the prior year. Approximately $5.4 million of this increase is due to our acquisitions during 2025. The majority of the remaining increase relates to higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.6% in 2025 compared to 7.3% in the prior year.

Previous wording

For the years ended December 31, 2024 and 2023, we recognized $13.0 million and $45.4 million, respectively, of restructuring costs related to our initiative to better leverage our fixed cost base through growth and cost reduction measures. The cumulative expense incurred as of December 31, 2024 was $64.7 million.

Current wording

For the years ended December 31, 2025 and 2024, we recognized $9.8 million and $13.0 million, respectively, of restructuring costs related to our initiative to better leverage our fixed cost base through growth and cost reduction measures. The cumulative expense incurred as of December 31, 2025 was $74.5 million.

Previous wording

Also included in Net Other Income is miscellaneous income, which predominately consists of changes in foreign currency and pension expenses. During 2024, we realized a $5.3 million positive impact from foreign currency and a $2.0 million positive impact from changes in pension expense when compared to 2023. The positive impact from foreign currency is mainly due to $2.4 million of foreign exchange losses related to the devaluation of the Argentine peso during the fourth quarter of 2023, while the favorable impact on pension expense primarily consists of a $1.9 million gain on pension curtailment for a 2024 facility closure in France. Offsetting these favorable impacts was a $6.6 million settlement we received during 2023 for disputed amounts with our insurance company to recover for losses caused by a fire at our facility in Annecy, France.

Current wording

Also included in net other income is miscellaneous income, which predominately consists of changes in foreign currency and pension expenses. During 2025, we realized a $1.0 million negative impact from foreign currency and a $1.8 million negative impact from changes in pension expense when compared to 2024. The unfavorable impact on pension expense primarily consists of a $1.9 million gain on pension curtailment for a 2024 facility closure in France. We also wrote off $2.1 million of software development costs during 2025.

Previous wording

We have previously removed our indefinite reinvestment assertion with respect to the pre-2020 earnings in Italy, Switzerland and Colombia, as well as undistributed earnings in Germany. We continue to assert indefinite reinvestment with respect to foreign earnings from other countries. We estimate that if the non-U.S. subsidiaries were to make a distribution of their cash or distributable reserves to the U.S., we would incur local country withholding tax and income taxes in the range of $15 million to $20 million. We would recognize such tax expense in our Consolidated Statements of Income and Consolidated Balance Sheets should we change the current indefinite reinvestment assertion on foreign earnings.

Current wording

During the current year, we removed the indefinite reinvestment assertion with respect to approximately $160.0 million of 2025 earnings in France. We have provided a $2.1 million deferred tax liability with respect to this action. We have previously removed our indefinite reinvestment assertion with respect to the pre-2020 earnings in Italy, Switzerland and Colombia, as well as undistributed earnings in Germany. We continue to assert indefinite reinvestment with respect to foreign earnings from other countries. We estimate that if the non-U.S. subsidiaries were to make a distribution of their cash or distributable reserves to the U.S., we would incur local country withholding tax and income taxes in the range of $15.0 million to $20.0 million. We would recognize such tax expense in our Consolidated Statements of Income and Consolidated Balance Sheets should we change the current indefinite reinvestment assertion on foreign earnings.

Previous wording

We reported net income of $374.5 million in 2024 compared to $284.5 million reported in 2023.

Current wording

We reported net income of $392.8 million in 2025 compared to $374.5 million reported in 2024.

Previous wording

Reported net sales increased approximately 8% in 2024 to $1.64 billion compared to $1.52 billion in 2023. As there were no significant impacts from changes in currency rates or acquisitions, core sales also increased 8% in 2024 when compared to 2023. Strong core sales growth for our drug delivery systems to the prescription drug and active material science solutions markets more than compensated for lower sales to the consumer health care market. Core sales of our proprietary drug delivery systems to the prescription drug market increased 15% on continued strong demand for our allergic rhinitis, central nervous system and emergency medicine systems along with higher customer royalties. Core sales to the consumer health care market declined 4% as higher demand for our eye care solutions was offset by lower sales of nasal saline and cough and cold products due to a soft 2023-2024 cold and flu season and customer inventory management. The 1% increase in core sales to the injectables market was due primarily to the prior year shutdown of operations for the implementation of our new ERP system, which more than compensated for tooling and service revenues that did not repeat. Core sales of our active material science solutions increased 13% mainly on improving tooling sales and growth in our probiotics, diabetes and oral solid dose applications after a period of destocking. Digital Health currently does not represent a significant percentage of the total Pharma sales.

Current wording

Reported net sales increased approximately 6% in 2025 to $1.74 billion compared to $1.64 billion in 2024. While there was no significant impact from our acquisition during 2025, changes in currency rates positively impacted net sales by 3%. Therefore, core sales increased 3% in 2025 when compared to 2024. Strong volume growth and royalty increases more than compensated for lower tooling sales and pricing adjustments to secure longer-term contracts. Core sales of our proprietary drug delivery systems to the prescription drug market increased 5% on increased demand for our emergency medicine and central nervous system solutions along with higher revenues received from customer royalties. Core sales to the consumer health care market declined 8% as higher demand for our eye care solutions was offset by lower sales of nasal decongestant, nasal saline and cough and cold products. Injectables core sales increased 11% driven by robust GLP-1 component sales despite a challenging comparison to the first half of 2024 which experienced a 14% increase in revenues related to a catch-up period following an enterprise resource planning system implementation. Core sales of our active material science solutions increased 3% as higher demand for our active film and diabetes treatment technologies more than compensated for lower tooling sales due to a large tooling sale in the previous year period.

Previous wording

Adjusted EBITDA for 2024 increased approximately 13.1% to $568.4 million compared to $502.6 million in 2023. This increase was mainly due to the growth in our prescription drug and active material science solutions divisions along with higher customer royalties discussed above. During the prior year, we also incurred additional expenses related to our injectables ERP system implementation which did not repeat. Overall, our Adjusted EBITDA margin improved to 34.6% in 2024 compared to 33.0% in 2023.

Current wording

Adjusted EBITDA for 2025 increased approximately 6.9% to $607.6 million compared to $568.4 million in 2024. This increase was mainly due to the strong core sales growth in prescription drug, injectables and active material solutions along with higher royalty income discussed above. Overall, our Adjusted EBITDA margin improved to 35.0% in 2025 compared to 34.6% in 2024.

Previous wording

Reported net sales decreased approximately 3% in 2024 to $1.23 billion compared to $1.27 billion in 2023. Core sales also decreased 3% as there were no material changes in currency rates or impact from our acquisition of iD SCENT. Approximately half of this decrease comes from lower tooling sales in 2024. Regionally, rebounding sales in North America and Latin America could not compensate for lower European demand. Core sales of our products to the beauty market decreased 8% during 2024 mainly due to the lower tooling sales and difficult European comparisons to strong growth reported during the prior year. Personal care core sales increased 2% as higher sales of our body and skin care products more than compensated for lower sales of our sun care applications. Core sales to the home care markets increased 11% over 2023 on higher demand from our customers selling air care and automotive products.

Current wording

Reported net sales increased approximately 7% in 2025 to $1.31 billion compared to $1.23 billion in 2024. Changes in currency rates and acquisitions positively impacted net sales by 2% and 3%, respectively. Therefore, core sales increased 2% compared to the prior year, mainly on stronger tooling sales in 2025. All regions showed sales growth during 2025 except North America due to weaker indie brand skincare demand. Core sales of our products to the F&F market decreased 4% during 2025 mainly due to softer demand for our prestige fragrance technologies and facial skincare products. However, personal care core sales increased 13% over the prior year on higher sales of our hair care and body and skin care products. Core sales to the home care markets increased 1% over 2024 on higher demand from our customers selling air care and industrial products.

Previous wording

Reported net sales increased approximately 2% in 2024 to $714.0 million compared to $698.8 million in 2023. Changes in currency rates negatively impacted net sales by 1%, while the acquisition of Gulf Closures did not have a significant impact on the 2024 results. Therefore, core sales increased 3% in 2024 compared to the prior year. Core sales of products to the food market increased 5% compared to prior year on strong sales of our closures for sauces and condiments and dairy products. Core sales of our products to the beverage market increased 3% during 2024 on improving bottled water and functional drink sales. Personal care core sales decreased 2% on lower sales of our hair care solutions, while other core sales improved 3% over the prior year due to strong sales of our products for laundry care applications.

Current wording

Reported net sales increased approximately 2% in 2025 to $730.3 million compared to $714.0 million in 2024. Changes in currency rates positively impacted net sales by 1%. Therefore, core sales increased 1% in 2025 compared to the prior year. Product sales volumes increased 4%, partially offset by lower resin prices and lower tooling which negatively impacted core sales by 2% and 1%, respectively. During 2025, liquid coffee creamer product sales were reclassified from our food market to the beverage market to better align with how those products are currently managed. All prior period amounts have been reclassified to conform to the current year presentation in the tables below. Core sales of products to the food market increased 2% compared to prior year on strong product sales of our closures for salad dressing, spreads and food protection products. Core sales of our products to the beverage market increased 6% during 2025 mainly on improving functional drink and dairy application sales. Personal care core sales decreased 9% on lower sales of our hair care and deodorant solutions, while other core sales improved 5% over the prior year due to strong sales of our products for laundry and dish care applications.

Previous wording

(2)Other includes beauty, home care and healthcare markets.

Current wording

(2)Other includes beauty, home care and other markets.

Previous wording

Adjusted EBITDA for 2024 increased approximately 10% to $114.1 million compared to $103.7 million in 2023. Our profitability was positively impacted by the higher sales in 2024 along with operational improvements and cost containment initiatives. These improvements more than compensate for a negative resin pass-through impact of $2.3 million. This led to our Adjusted EBITDA margin improving from 14.8% in 2023 to 16.0% during 2024.

Current wording

Adjusted EBITDA for 2025 increased approximately 2% to $116.5 million compared to $114.1 million in 2024. Our profitability was positively impacted by the higher product sales discussed above along with our cost improvement initiatives which more than compensated for a lower tooling contribution and lower productivity. Our Adjusted EBITDA margin remained at 16.0% during 2025 consistent with 2024.

Previous wording

We present earnings before net interest and taxes (“EBIT”) and earnings before net interest, taxes, depreciation and amortization (“EBITDA”). We also present our adjusted earnings before net interest and taxes (“Adjusted EBIT”) and adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”), both of which exclude restructuring initiatives, acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities. Our Operations Outlook is also provided on a non-U.S. GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled, such as exchange rates and changes in the fair value of equity investments, or reliably predicted because they are not part of our routine activities, such as restructuring initiatives and acquisition-related costs.

Current wording

We present earnings before net interest and taxes (“EBIT”), earnings before net interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings per share. We also present our adjusted earnings before net interest and taxes (“Adjusted EBIT”), adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and adjusted earnings per share, all of which exclude restructuring initiatives, acquisition-related costs, purchase accounting adjustments related to acquisitions and investments, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. For the year ended December 31, 2025, “other special items” include costs incurred related to non-ordinary-course litigation, specifically: lawsuits between Aptar and ARS Pharmaceuticals, Inc. involving Aptar’s claims of trade-secret misappropriation and contractual breaches and ARS’s counterclaims under U.S. antitrust laws; and patent infringement actions filed by Nemera La Verpillière SAS in Germany and France relating to certain of Aptar’s ophthalmic products. These costs are excluded because they do not reflect our core operating performance. Please refer to "Legal Proceedings" within Note 13 - Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information. Our Operations Outlook is also provided on a non-U.S. GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled, such as exchange rates and changes in the fair value of equity investments, or reliably predicted because they are not part of our routine activities, such as restructuring initiatives and acquisition-related costs.

Previous wording

Given our current level of leverage and our ability to generate cash flow from operations, we believe we are in a strong financial position to meet our operational commitments in the foreseeable future. We have historically used cash flow from operations, our revolving and other credit facilities, and proceeds from stock options, as needed, as our primary sources of liquidity. Our primary uses of cash are to invest in equipment, capacity expansions and working capital for the continued growth of our business to achieve our strategic objectives, as well as paying quarterly dividends to stockholders, investing in new businesses and repurchasing shares of our common stock. Due to uncertain macroeconomic conditions, including rising interest rates and inflation, if there was prolonged decrease in customer demand that would adversely impact our cash flows from operations, we would have the ability to restrict and significantly reduce capital expenditure levels and share repurchases, as well as reevaluate our acquisition strategy. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

Current wording

Given our current level of leverage and our ability to generate cash flow from operations, we believe we are in a strong financial position to meet our operational commitments in the foreseeable future. We have historically used cash flow from operations, our revolving and other credit facilities, as needed, as our primary sources of liquidity. Our primary uses of cash are to invest in equipment, capacity expansions and working capital for the continued growth of our business to achieve our strategic objectives, as well as paying quarterly dividends to stockholders, investing in new businesses and repurchasing shares of our common stock. Due to uncertain macroeconomic conditions, including rising interest rates and inflation, if there was a prolonged decrease in customer demand that would adversely impact our cash flows from operations, we would have the ability to restrict and significantly reduce capital expenditure levels and share repurchases, as well as reevaluate our acquisition strategy. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.

Previous wording

Cash and equivalents increased to $223.8 million at December 31, 2024 from $223.6 million at December 31, 2023 while total short and long-term interest bearing debt of $1.03 billion at December 31, 2024 decreased from $1.14 billion at December 31, 2023. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) decreased to 24.4% at December 31, 2024 compared to 28.3% at December 31, 2023. See the reconciliation under "Non-U.S. GAAP Measures."

Current wording

Cash and equivalents increased to $402.4 million at December 31, 2025 from $223.8 million at December 31, 2024 while total short and long-term interest bearing debt of $1.48 billion at December 31, 2025 increased from $1.03 billion at December 31, 2024. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) increased to 28.6% at December 31, 2025 compared to 24.4% at December 31, 2024. See the reconciliation under "Non-U.S. GAAP Measures."

Previous wording

In 2024, our operations provided approximately $643.4 million in net cash flow compared to $575.2 million in 2023. Cash flow from operations is primarily derived from improved net income generation year over year. Based on our current business plan, we believe that our 2025 operating cash flow will be more than sufficient to fund our working capital needs, growth capital investments in our business and outstanding purchase commitments as discussed in Note 20 - Investment in Equity Securities and Note 13 - Commitments and Contingencies as well as lease arrangements as discussed in Note 8 - Lease Commitments.

Current wording

In 2025, our operations provided approximately $570.0 million in net cash flow compared to $643.4 million in 2024. Cash flow from operations is primarily derived from net income generation year over year. The lower operating cash flow during 2025 was primarily a result of timing of payments on income taxes primarily in Germany, France and the US. Based on our current business plan, we believe that our 2026 operating cash flow will be more than sufficient to fund our working capital needs, capital investments in our business and outstanding purchase commitments as discussed in Note 20 - Investment in Equity Securities and Note 13 - Commitments and Contingencies as well as lease arrangements as discussed in Note 8 - Lease Commitments.

Previous wording

We used $396.7 million in cash for investing activities during 2024 compared to $324.5 million during 2023. During 2024, approximately $99.1 million was utilized to fund the 40% equity investment in Goldrain. Our investments in capital projects decreased $35.9 million as spending for several large facility expansions tapered off in 2024. In 2025, we expect our capital investments to be in the range of $280 million to $300 million.

Current wording

We used $331.4 million in cash for investing activities during 2025 compared to $396.7 million during 2024. We spent $270.4 million on capital expenditures, $60.2 million on acquisitions, net of cash acquired and $6.3 million, net for investments in equity securities during 2025. In 2026, we expect our capital investments to be in the range of $260.0 million to $280.0 million.

Previous wording

Financing activities utilized $225.3 million of cash during 2024, compared to $171.6 million during 2023. During 2024, we paid $114.1 million of dividends, purchased $68.6 million of our common stock that was placed into treasury stock and received proceeds of $54.8 million on stock option exercises. The increased use of cash during 2024 is primarily related to the debt refinancing of $100.0 million of Senior Unsecured Notes in the first quarter of 2024, €200 million of Senior Unsecured Notes in the second quarter of 2024 and $50.0 million of Senior Unsecured Notes in the third quarter of 2024. This was partially offset by the new term loan of $166.0 million and increased borrowings on our amended revolving credit facility of $$31.9 million. In 2025, we expect to have financing cash outlays of approximately $162.3 million to fund short and long term debt obligations as discussed in Note 7 - Debt, which are expected to be covered by cash on hand or additional borrowings on our revolving credit facility.

Current wording

Financing activities utilized $77.5 million of cash during 2025, compared to $225.3 million during 2024. During 2025, we paid $120.8 million of dividends, purchased $365.0 million of our common stock that was placed into treasury stock, received $600.2 million in proceeds from long-term debt obligations, primarily from our note issuance, repaid $166.6 million of long-term debt primarily related to private placement notes and received proceeds of $18.9 million on stock option exercises. In 2026, we expect to have financing cash outlays of approximately $156.5 million to fund short and long term debt obligations as discussed in Note 7 - Debt, which are expected to be covered by cash on hand or additional borrowings on our revolving credit facility.

Previous wording

Aptar has a revolving credit facility (the “revolving credit facility”) with a syndicate of banks that provides us with unsecured financing of up to $600 million, which may be increased by up to $300 million subject to certain conditions. The revolving credit facility is available in the U.S. and to our wholly-owned UK subsidiary and can be drawn in various currencies including USD, EUR, GBP, and CHF. The revolving credit facility was set to mature in June 2026, but on July 2, 2024, we entered into an amended and restated revolving credit facility (the “amended revolving credit facility”) that extended the maturity date to July 2029, subject to a maximum of two one-year extensions in certain circumstances. As of December 31, 2024, €170.0 million ($176.0 million) was utilized under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of December 31, 2023, $36.5 million was utilized under the revolving credit facility in the U.S. and €40.0 million ($44.2 million) under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

Current wording

We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks that provides us with unsecured financing of up to $600.0 million, which may be increased by up to $300.0 million more, subject to the satisfaction of certain conditions. The revolving credit facility is available in the U.S. and to our wholly-owned UK subsidiary and can be drawn in various currencies including USD, EUR, GBP, and CHF. On July 2, 2024, we entered into a new amended and restated revolving agreement (the “amended revolving credit facility”) that extended the maturity date to July 2029, subject to a maximum of two one-year extensions in certain circumstances. As of December 31, 2025, €130.0 million ($152.6 million) was utilized under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of December 31, 2024, we utilized €170.0 million ($176.0 million) under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

Previous wording

Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow an additional $1.9 billion before the 3.50 to 1.00 maximum ratio requirement would be exceeded.

Current wording

Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow an additional $1.70 billion before the 3.50 to 1.00 maximum ratio requirement would be exceeded.

Previous wording

On July 6, 2022, we entered into an agreement to swap approximately $200 million of our fixed USD debt to fixed EUR debt which should generate interest savings of approximately $0.5 million per quarter based upon exchange rates as of the transaction date.

Current wording

On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”) that matures in July 2027. As of December 31, 2025, $141.1 millionwas utilized under the Term Loan. On July 6, 2022, we entered into an agreement to swap approximately $200.0 million of our fixed USD debt to fixed EUR debt which should generate interest savings of approximately $0.5 million per quarter based upon exchange rates as of the transaction date.

Previous wording

In accordance with current accounting standards, goodwill has an indefinite life and is not amortized. We evaluate our goodwill for impairment at the reporting unit level on an annual basis, or whenever indicators of impairment exist. We have determined that our Aptar Beauty and Aptar Closures business segments each represent a reporting unit. In addition to the Aptar Pharma business reporting unit, the injectables and active material science solutions divisions of the Aptar Pharma segment qualify as separate reporting units for goodwill impairment testing apart from the remaining Aptar Pharma business. As of December 31, 2024, we have $936.3 million of goodwill, which is allocated as follows:

Current wording

In accordance with current accounting standards, goodwill has an indefinite life and is not amortized. We evaluate our goodwill for impairment at the reporting unit level on an annual basis, or whenever indicators of impairment exist. We have determined that our Beauty and Closures business segments each represent a reporting unit. In addition to the Pharma business reporting unit, the injectables and active material science solutions divisions of the Pharma segment qualify as separate reporting units for goodwill impairment testing apart from the remaining Pharma business. As of December 31, 2025, we have $1.08 billion of goodwill, which is allocated as follows:

Previous wording

We believe that the accounting estimates related to determining the fair value of our reporting units is a critical accounting estimate because: (1) it is highly susceptible to change from period to period as it requires management to make assumptions about the future cash flows for each reporting unit over several years, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet as well as our results of operations could be material. Management’s determination of the fair value of our reporting units, based on future cash flows for the reporting units, requires significant judgment and the use of estimates and assumptions related to projected revenue growth rates, projected EBITDA margins, the terminal growth factor, as well as the discount rate. Actual cash flows in the future may differ significantly from those forecasted today. The estimates and assumptions for future cash flows and their impact on the impairment testing of goodwill are a critical accounting estimate.

Current wording

We believe that the accounting estimates related to determining the fair value of our reporting units, for which a quantitative impairment test is performed, is a critical accounting estimate because: (1) it is highly susceptible to change from period to period as it requires management to make assumptions about the future cash flows for each reporting unit over several years, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet as well as our results of operations could be material. Management’s determination of the fair value of our reporting units, based on future cash flows for the reporting units, requires significant judgment and the use of estimates and assumptions related to projected revenue growth rates, projected EBITDA margins, as well as the discount rate. Actual cash flows in the future may differ significantly from those forecasted today. The estimates and assumptions for future cash flows and their impact on the impairment testing of goodwill are a critical accounting estimate.

Previous wording

For our goodwill impairment assessment, we first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50 percent chance) that the fair value of a reporting unit is less than its carrying amount (the “step zero” approach). Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance, and other relevant entity-specific events. In the absence of sufficient qualitative factors, if it is determined that the fair value of a reporting unit is below its carrying amount, where necessary, goodwill will be impaired at that time.

Current wording

For our goodwill impairment assessment, we first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50 percent chance) that the fair value of a reporting unit is less than its carrying amount (the “step zero” approach). Such qualitative factors may include the following: macroeconomic conditions; industry and market considerations; cost factors; overall financial performance, and other relevant entity-specific events. In the event we determine a quantitative test is necessary, we estimate the fair value of the reporting unit using a discounted cash flow approach as described below. If it is determined that the fair value of a reporting unit is below its carrying amount, goodwill will be impaired at that time.

Previous wording

We have historically evaluated our goodwill for impairment annually as of October 1 or more frequently if events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below it's carrying value, in accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other.” As we performed our annual goodwill impairment assessment, due to events or circumstances that were unfavorable for injectables, and the passage of time from our prior Step 1 analysis over the other pharma reporting unit, management determined it appropriate to calculate the fair value of the reporting units and compare with their associated carrying amounts as of October 1, 2024.

Current wording

We evaluate our goodwill for impairment annually as of October 1 or more frequently if events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below it's carrying value, in accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other.” As we performed our annual goodwill impairment assessment, due to events or circumstances that were unfavorable for the Beauty reporting unit, management determined it appropriate to calculate the fair value of the reporting unit and compare with its associated carrying amounts as of October 1, 2025.

Previous wording

We estimated the fair values of the affected businesses based upon the present value of their estimated future cash flows. Our determination of fair value involved judgment and the use of significant estimates and assumptions, including assumptions regarding the projected revenue growth rates, projected EBITDA margins, as well as the discount rate to calculate estimated future cash flows. We believe that our assumptions used in discounting future cash flows are appropriate. At October 1, 2024, our goodwill for the injectables and other pharma reporting units were $172.4 million and $177.9 million, respectively. A 15% decrease in the estimated fair value of the injectables and other pharma reporting units would not have resulted in a different conclusion. Based on our qualitative and quantitative analysis performed over the reporting units, we determined it was more likely than not that the fair value of the reporting units was greater than their carrying amounts and therefore no impairment of goodwill was recognized during the year ended December 31, 2024.

Current wording

We estimated the fair value of the reporting unit based upon the present value of its estimated future cash flows. Our determination of fair value involved judgment and the use of estimates and significant assumptions, including assumptions regarding the projected revenue growth rates, projected EBITDA margins, as well as the discount rate to calculate estimated future cash flows. We believe that our assumptions used in discounting future cash flows are appropriate. At October 1, 2025, our goodwill for the Beauty reporting unit was $370.8 million, which exceeded its carrying value. A 10% decrease in the estimated fair value of the Beauty reporting unit would not have resulted in a different conclusion. Based on our qualitative and quantitative analysis performed over the remaining reporting units, we determined it was more likely than not that the fair value of the reporting units was greater than their carrying amounts and therefore no impairment of goodwill was recognized during the year ended December 31, 2025.

Previous wording

At December 31, 2024 and 2023, we had $138.8 million and $133.4 million, respectively, of deferred tax assets net of valuation allowance on our balance sheet, a significant portion of which is related to net operating losses and other tax attribute carryforwards. The ultimate realization of these deferred tax assets is dependent upon the amount, source, and timing of future taxable income. In cases where we believe it is more likely than not that we may not realize the future potential tax benefits, we establish a valuation allowance against the deferred tax assets. We have $123.1 million of previously unrecorded tax losses in Luxembourg for which a deferred tax asset was recorded in 2024 due to a change in our expectation of future realization. A corresponding valuation allowance was recorded to reflect the amount of the deferred tax asset that we currently do not expect to be realized. Refer to Note 6 - Income Taxes for further details.

Current wording

At December 31, 2025 and 2024, we had $162.5 million and $138.8 million, respectively, of deferred tax assets net of valuation allowance on our balance sheet, a significant portion of which is related to net operating losses and other tax attribute carryforwards. The ultimate realization of these deferred tax assets is dependent upon the amount, source, and timing of future taxable income. In cases where we believe it is more likely than not that we may not realize the future potential tax benefits, we establish a valuation allowance against the deferred tax assets. We have $123.1 million of previously unrecorded tax losses in Luxembourg for which a deferred tax asset was recorded in 2024 due to a change in our expectation of future realization. A corresponding valuation allowance was recorded to reflect the amount of the deferred tax asset that we currently do not expect to be realized. Refer to Note 6 - Income Taxes for further details.

Previous wording

Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to support the realization of $7.0 million to $10.0 million of deferred tax assets for which there is currently a corresponding valuation allowance. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

Current wording

Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that $1.0 million to $5.0 million of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

Previous wording

We account for business combinations using the acquisition method, which requires management to estimate the fair value of identifiable assets acquired and liabilities assumed, and to properly allocate purchase price consideration to the individual assets acquired and liabilities assumed. Goodwill is measured as the excess amount of consideration transferred, compared to fair value of the assets acquired and the liabilities assumed. The allocation of the purchase price utilizes significant estimates and assumptions in determining the fair values of identifiable assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset and are reviewed by consulting with outside valuation experts. The purchase price allocation for business acquisitions contains uncertainties because it requires management's judgment.

Current wording

We account for business combinations using the acquisition method. Under this method, the identifiable assets acquired, liabilities assumed, and any non-controlling interest are recorded at their estimated fair values. We engage third-party valuation specialists to assist in determining fair values. Our valuation process utilizes various forms of the income approach, depending on the assets being valued. Goodwill is measured as the excess of consideration transferred over the fair value of the assets acquired and the liabilities assumed. The allocation of the purchase price utilizes estimates and significant assumptions in determining the fair values of identifiable assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on all available information at the acquisition date and may involve assumptions about the timing and amount of future revenues and expenses associated with an asset.

Previous wording

Management applied judgment in determining the fair value of the acquired assets with respect to the acquisitions of iD SCENT and Gulf Closures, including the fair values of acquired intangibles including acquired technology, trademarks and customer relationships. In particular, judgment was applied with respect to determining the fair value of acquired technology, trademarks and customer relationships intangible assets, which involved the use of benchmarking to prior deals to assess the reasonableness of allocation of excess purchase price to goodwill and intangibles.

Current wording

Management applied judgment in determining the fair value of the acquired assets with respect to the acquisitions of Sommaplast and BTY. The judgments made in determining the estimated fair value assigned to the assets acquired, as well as the estimated life of the assets, can materially impact net income in the periods subsequent to the acquisition through depreciation and amortization. In particular, judgment was applied with respect to determining the fair value of acquired technology, trademarks and customer relationships intangible assets, which involved the use of estimates and significant assumptions with respect to the timing and amounts of cash flow projections, the revenue growth rates, the customer attrition rates, the EBITDA margins and the discount rate. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates.

Previous wording

The discount rate is utilized principally in calculating our pension obligations, which are represented by the Accumulated Benefit Obligation ("ABO") and the Projected Benefit Obligation (“PBO”), and in calculating net periodic benefit cost. In establishing the discount rate for our foreign plans, we review a number of relevant interest rates including AA corporate bond yields. In establishing the discount rate for our domestic plans, we match the hypothetical duration of our plans, using a weighted average duration that is based upon projected cash payments, to a simulated bond portfolio (FTSE Pension Index Curve). At December 31, 2024, the discount rates for our domestic and foreign plans were 5.60% and 3.33%, respectively.

Current wording

The discount rate is utilized principally in calculating our pension obligations, which are represented by the Accumulated Benefit Obligation ("ABO") and the Projected Benefit Obligation (“PBO”), and in calculating net periodic benefit cost. In establishing the discount rate for our foreign plans, we review a number of relevant interest rates including AA corporate bond yields. In establishing the discount rate for our domestic plans, we match the hypothetical duration of our plans, using a weighted average duration that is based upon projected cash payments, to a simulated bond portfolio (FTSE Pension Index Curve). At December 31, 2025, the discount rates for our domestic and foreign plans were 5.63% and 3.90%, respectively.

Previous wording

To the extent the discount rates increase (or decrease), our PBO and net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease in each discount rate would be a $44.3 million increase in the PBO ($32.1 million for the domestic plans and $12.2 million for the foreign plans) and a $3.8 million increase in net periodic benefit cost ($2.7 million for the domestic plans and $1.1 million for the foreign plans). To the extent the PBO increases, the after-tax effect of such increase could reduce Other Comprehensive Income and Stockholders’ Equity. The estimated effect of a 1% increase in each discount rate would be a $35.8 million decrease in the PBO ($25.5 million for the domestic plans and $10.3 million for the foreign plans) and a $4.6 million decrease in net periodic benefit cost ($3.8 million for the domestic plans and $0.8 million for the foreign plans).

Current wording

To the extent the discount rates increase (or decrease), our PBO and net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease in each discount rate would be a $45.5 million increase in the PBO ($32.9 million for the domestic plans and $12.6 million for the foreign plans) and a $3.0 million increase in net periodic benefit cost ($2.0 million for the domestic plans and $1.0 million for the foreign plans). To the extent the PBO increases, the after-tax effect of such increase could reduce Other Comprehensive Income and Stockholders’ Equity. The estimated effect of a 1% increase in each discount rate would be a $36.8 million decrease in the PBO ($26.2 million for the domestic plans and $10.6 million for the foreign plans) and a $5.6 million decrease in net periodic benefit cost ($4.7 million for the domestic plans and $0.9 million for the foreign plans).

Previous wording

The assumed expected long-term rate of return on assets is the average rate of earnings expected on the funds invested to provide for the benefits included in the PBO. Of domestic plan assets, approximately 50% was invested in equities, 25% was invested in fixed income securities, 11% was invested in hedge funds, 8% was invested in infrastructure securities, 4% was invested in real estate securities and 2% was invested in money market funds, at December 31, 2024. Of foreign plan assets, approximately 94% was invested in investment funds, 3% was invested in equity securities, 2% was invested in corporate debt securities, 1% was invested in fixed income securities and 0% was invested in money market funds at December 31, 2024.

Current wording

The assumed expected long-term rate of return on assets is the average rate of earnings expected on the funds invested to provide for the benefits included in the PBO. Of domestic plan assets, approximately 50% was invested in equities, 25% was invested in fixed income securities, 11% was invested in hedge funds, 7% was invested in infrastructure securities, 4% was invested in real estate securities and 3% was invested in money market funds, at December 31, 2025. Of foreign plan assets, approximately 94% was invested in investment funds, 2% was invested in equity securities, 3% was invested in corporate debt securities, 1% was invested in fixed income securities and 0% was invested in money market funds at December 31, 2025.

Previous wording

The expected long-term rate of return assumptions are determined based on our investment policy combined with expected risk premiums of equities and fixed income securities over the underlying risk-free rate. This rate is utilized principally in calculating the expected return on the plan assets component of the net periodic benefit cost. To the extent the actual rate of return on assets realized over the course of a year is greater or less than the assumed rate, that year’s net periodic benefit cost is not affected. Rather, this gain (or loss) reduces (or increases) future net periodic benefit cost over a period of approximately 15 to 20 years. To the extent the expected long-term rate of return on assets increases (or decreases), our net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease (or increase) in each expected long-term rate of return on assets would be a $2.4 million increase (or decrease) in net periodic benefit cost.

Current wording

The expected long-term rate of return assumptions are determined based on our investment policy combined with expected risk premiums of equities and fixed income securities over the underlying risk-free rate. This rate is utilized principally in calculating the expected return on the plan assets component of the net periodic benefit cost. To the extent the actual rate of return on assets realized over the course of a year is greater or less than the assumed rate, that year’s net periodic benefit cost is not affected. Rather, this gain (or loss) reduces (or increases) future net periodic benefit cost over a period of approximately 15 to 20 years. To the extent the expected long-term rate of return on assets increases (or decreases), our net periodic benefit cost will decrease (or increase) accordingly. The estimated effect of a 1% decrease (or increase) in each expected long-term rate of return on assets would be a $2.5 million increase (or decrease) in net periodic benefit cost.

Previous wording

The average rate of compensation increase is utilized principally in calculating the PBO and the net periodic benefit cost. The estimated effect of a 0.5% decrease in each of the expected compensation rates would be a $5.6 million decrease in the PBO ($1.1 million decrease for the domestic plans and $4.5 million decrease for the foreign plans) and a $0.9 million decrease to the net periodic benefit cost. The estimated effect of a 0.5% increase in each of the expected compensation rates would be a $5.9 million increase in the PBO ($1.1 million increase for the domestic plans and $4.8 million increase for the foreign plans) and a $1.0 million increase to the net periodic benefit cost.

Current wording

The average rate of compensation increase is utilized principally in calculating the PBO and the net periodic benefit cost. The estimated effect of a 0.5% decrease in each of the expected compensation rates would be a $5.9 million decrease in the PBO ($1.2 million decrease for the domestic plans and $4.7 million decrease for the foreign plans) and a $1.1 million decrease to the net periodic benefit cost. The estimated effect of a 0.5% increase in each of the expected compensation rates would be a $6.2 million increase in the PBO ($1.2 million increase for the domestic plans and $5.0 million increase for the foreign plans) and a $1.1 million increase to the net periodic benefit cost.