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APTARGROUP, INC.

For the period ended Mar 31, 2026. Filed May 1, 2026.

View on SEC.gov

About this filing

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.

Mar 31, 2026 · Filed May 1, 2026

ATR$142.50-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-31.

0000896622-25-000033

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-01.

0000896622-26-000092

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 136 previous paragraphs and 124 current paragraphs.

76 unchanged; 32 reworded; 13 added; 28 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 22 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

For the first three months of 2026, cost of sales ("COS") as a percentage of net sales increased to 64.2% compared to 62.1% in the same period in 2025. This increase is mainly due to the lower sales of some higher margin Pharma products, and lower margins on our tooling sales compared to the first three months of 2025.

Current report

Interest expense increased approximately $5.6 million to $16.9 million in the first three months of 2026 compared to $11.4 million during the same period in 2025. Since the beginning of 2025, we have repaid $250.0 million of private placement debt having an interest rate of 3.6% and issued a total of $600.0 million in new notes with a fixed interest rate of 4.75%, thus increasing both the amount and the average interest rate of our debt in the first quarter of 2026 compared to the same period in the prior year. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details on our current debt structure.

Current report

Net other income decreased approximately $0.7 million to $3.2 million of income for the three months ended March 31, 2026 from $3.9 million of income in the same period of the prior year. Higher interest income of $0.8 million was offset by approximately $1.4 million in lower equity results from affiliates in part due to our investment in BTY now being fully consolidated.

Current report

Net sales for the first three months of 2026 increased by approximately 7% to $438.6 million compared to $409.5 million in the first three months of 2025. Changes in currency rates and acquisitions positively impacted net sales by 7% and 1%, respectively during the first three months of 2026. Therefore, core sales decreased by 1% in the first three months of 2026 compared to the same period in the prior year. Strong sales in our consumer healthcare and Injectables divisions, along with higher tooling sales could not compensate for lower prescription drug sales. Core sales of products included in our prescription drug division decreased 10% mainly on difficult emergency medicine comparisons to the prior year. Core sales in the consumer healthcare market increased 4% on higher demand for our eye care and nasal decongestant products. Injectables core sales increased 20% with strong demand primarily for elastomeric components used for GLP-1, biologics and antithrombotic applications. Core sales of our active material science solutions decreased 1% as increases in sales of our oral solid dose technologies could not offset declines in probiotic product sales.

Current report

(2)Prescription drug includes prescription drug and digital health solutions.

Current report

Adjusted EBITDA in the first three months of 2026 increased 3% to $146.2 million compared to $142.5 million in the same period of the prior year. This increase was mainly due to strong operational performance in the first quarter of 2026, a favorable currency impact and the core sales growth in consumer healthcare and injectables discussed above. However, due to the lower sales of our higher-margin emergency medicine products, our Adjusted EBITDA margin declined to 33.3% in the first three months of 2026 compared to 34.8% in the first three months of 2025.

Current report

(2)F&F includes fragrance, facial skincare and color cosmetics.

Current report

Adjusted EBITDA in the first three months of 2026 increased 9% to $40.5 million compared to $37.1 million reported in the same period in the prior year. This increase was mainly driven by improving fragrance and color cosmetic volumes mentioned above along with a favorable currency impact. However, some isolated operational issues led to our Adjusted EBITDA margin to decline from 12.1% in the first three months of 2025 to 11.1% during the first three months of 2026.

Current report

Adjusted EBITDA in the first three months of 2026 decreased 13% to $23.7 million compared to $27.3 million reported in the same period of the prior year. The positive impact of higher product sales discussed above was offset by some operational issues and a $0.9 million write-off of an equity investment. This led to our Adjusted EBITDA margin declining from 15.8% in the first three months of 2025 to 13.1% during the first three months of 2026.

Current report

(1)Foreign currency effects are approximations of the adjustment necessary to state the prior year earnings and earnings per share using current period foreign currency exchange rates.
Removed paragraphs (28)

Previous report

We reported net sales of $961.1 million for the quarter ended September 30, 2025, which represents a 6% increase compared to $909.3 million reported during the third quarter of 2024. The U.S. dollar weakened against most European currencies resulting in a positive 4% currency translation impact at the consolidated level. Current year acquisitions also positively impacted consolidated sales by 1%. Therefore, core sales, which excludes acquisitions and changes in foreign currency rates, increased by 1% in the third quarter of 2025 compared to the same period in 2024. Strong product volume growth in our Aptar Pharma and Aptar Closures segments more than compensated for lower tooling sales and the pass through of lower resin costs.

Previous report

Cost of sales (“COS”) as a percentage of net sales increased to 62.2% in the third quarter of 2025 compared to 61.4% in the third quarter of 2024. While our sales and royalty growth continued to be driven by our Pharma segment, sales within this segment were negatively impacted by a mix of lower margin applications compared to the same period in 2024. We also were negatively impacted by lower productivity and an increase in certain input costs.

Previous report

For the first nine months of 2025, COS as a percentage of net sales decreased to 62.1% compared to 62.5% in the same period in 2024. This decrease is mainly due to the improved mix of higher-margin Pharma product sales and royalties along with favorable productivity driven by volume and savings from cost management initiatives.

Previous report

Our SG&A expenses increased by approximately $11.5 million to $455.2 million in the first nine months of 2025 compared to $443.7 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $6.3 million in the first nine months of 2025 compared to the first nine months of 2024 mainly due to the higher legal expenses discussed above. We also incurred higher bad debt costs during the first nine months of 2025 due to a reversal of a specific customer reserve in the 2024 period. SG&A as a percentage of net sales remained consistent at 16.2% in the first nine months of 2025 and in the same period in 2024.

Previous report

Reported depreciation and amortization expenses increased by approximately $8.2 million to $75.2 million in the third quarter of 2025 compared to $67.0 million during the same period in 2024. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $5.8 million in the third quarter of 2025 compared to the same period a year ago. This increase is due to recent acquisitions and higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.8% in the third quarter of 2025 compared to 7.4% in the same period of the prior year.

Previous report

During the three months ended September 30, 2024, pension curtailment accounting was triggered as a result of restructuring in one of our entities in Europe. In addition to the costs above, the remeasurement of this pension obligation resulted in a $1.9 million curtailment gain. The curtailment gain is included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income.

Previous report

Operating income decreased approximately $1.4 million to $136.9 million in the third quarter of 2025 compared to $138.3 million in the same period a year ago. Excluding changes in foreign currency rates, operating income decreased by approximately $7.9 million in the quarter compared to the same period a year ago. Cost management efforts were more than offset by higher cost of sales, depreciation, amortization and legal expenses noted above. Operating income as a percentage of net sales decreased to 14.3% in the third quarter of 2025 compared to 15.2% in the prior year period.

Previous report

Interest expense increased approximately $1.2 million to $13.5 million in the third quarter of 2025 compared to $12.3 million for the same period of the prior year. During 2024, we replaced more than $370 million of private placement debt having interest rates between 1.2% and 3.5% with term loan and revolving credit facility borrowings having current interest rates between 2.9% and 5.6%.

Previous report

Interest expense increased $3.2 million to $35.7 million in the first nine months of 2025 compared to $32.5 million during the same period in 2024 due to higher rates on current year borrowings as discussed above. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details on our current debt structure.

Previous report

Net other income increased $25.6 million to $30.7 million in the third quarter of 2025 from $5.1 million in the same period of the prior year. On July 28, 2025, we executed our call option to purchase an additional 31% equity interest in our investment in BTY. As a result of this additional investment, we remeasured our previously held minority equity interest in BTY at fair value resulting in a gain of $26.5 million. Following the transaction, we recognized a redeemable noncontrolling interest related to the remaining 20% equity interest held by the selling shareholder. This interest is classified in mezzanine equity and is subject to remeasurement based on a predetermined redemption formula. We also realized improving returns from our equity method investments with a $1.8 million improvement over the prior-year quarter, which was partially offset by a $1.2 million lower remeasurement gain on our investment in PureCycle. During the third quarter of 2024, we also reported a $1.9 million gain on pension curtailment for a facility closure in Europe.

Previous report

Net other income increased $31.0 million to $40.8 million of income for the nine months ended September 30, 2025 from $9.8 million of income in the same period of the prior year. As discussed above, we realized a $26.5 million remeasurement gain on an additional investment in BTY discussed above. We also realized approximately $6.3 million in higher equity results from affiliates which more than compensated for the $1.9 million gain on pension curtailment realized during 2024.

Previous report

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Previous report

Net sales for the Aptar Pharma segment increased 6% in the third quarter of 2025 to $445.4 million compared to $420.6 million in the third quarter of 2024. Changes in currencies positively affected net sales by 4%. Therefore, core sales increased by 2% in the third quarter of 2025 compared to the third quarter of 2024. The majority of the sales growth is due to higher volumes in our prescription drug, injectables and active material science solutions divisions. Core sales of our products to the prescription drug market increased 3% on strong demand for our products used on central nervous system and emergency medicines applications along with higher customer royalties. The 11% core sales decline in the consumer health care market was mainly driven by softer nasal decongestant and nasal saline volumes. Sales of our products and services to the injectables market increased 18% on strong demand for higher value elastomeric components, which are used in a number of end markets including biologics and GLP-1, while active material science solutions increased 3% mainly on strong diabetes product protection technologies growth. Digital Health currently does not represent a significant percentage of the total Pharma sales.

Previous report

Net sales for the first nine months of 2025 increased by approximately 4% to $1.30 billion compared to $1.24 billion in the first nine months of 2024. Changes in currency rates positively impacted net sales by 2% during the first nine months of 2025. Therefore, core sales increased by 2% in the first nine months of 2025 compared to the same period in the prior year. Strong volume growth and royalty increases more than compensated for lower tooling sales and pricing adjustments to secure longer-term contracts. Core sales of products included in our prescription drug division increased 7% on strong demand for our emergency medicine and central nervous system solutions along with higher revenues received from customer royalties. Core sales in the consumer health care market decreased 11% 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 by 6% 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 8% mainly on higher demand for our active film and diabetes treatment technologies. Digital Health currently does not represent a significant percentage of the total Pharma sales.

Previous report

Adjusted EBITDA in the third quarter of 2025 increased 9% to $165.8 million compared to $151.6 million in the same period of the prior year. This increase was mainly due to strong prescription drug, injectables and active material science solutions sales growth along with the higher customer royalties. As a result, our Adjusted EBITDA margin improved to 37.2% in the third quarter of 2025 from 36.0% in the third quarter of 2024.

Previous report

Adjusted EBITDA in the first nine months of 2025 increased 9% to $465.1 million compared to $425.3 million in the same period of the prior year. This increase was also 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 35.8% in the first nine months of 2025 compared to 34.2% in the first nine months of 2024.

Previous report

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Previous report

Reported net sales for the quarter ended September 30, 2025 increased 8% to $327.8 million compared to $302.9 million in the third quarter of the prior year. Changes in currency rates and acquisitions each positively impacted net sales by 4% in the third quarter of 2025. Therefore, core sales remained flat in the third quarter of 2025 compared to the same quarter of the prior year as higher tooling revenues and tariff pass throughs were offset by slightly lower product sales. Core sales to the beauty market decreased 5% on lower sales of skincare applications for the indie brand market as well as softer demand for our prestige fragrance dispensing technologies. Personal care improved by 13% on strong sales of our hair care and body and skin care applications, while home care core sales decreased 18% on lower sales of our products to air care and automotive customers.

Previous report

Adjusted EBITDA in the third quarter of 2025 decreased 1% to $39.7 million compared to $40.2 million in the same period in the prior year. This is primarily attributable to the increase of certain input costs and lower product and tooling margins. Adjusted EBITDA margin declined from 13.3% in the third quarter of 2024 to 12.1% during the third quarter of 2025 due to the items mentioned above along with higher tariff costs which are mostly passed through to customers with no margin.

Previous report

Adjusted EBITDA in the first nine months of 2025 decreased 2% to $124.0 million compared to $126.0 million reported in the same period in the prior year. This decrease was mainly driven by lower prestige fragrance and facial skincare volumes mentioned above along with increases in certain input costs. These factors, along with the pass through of higher tariff costs, led to our Adjusted EBITDA margin declining from 13.2% in the first nine months of 2024 to 12.8% during the first nine months of 2025.

Previous report

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Previous report

Reported sales for the quarter ended September 30, 2025 increased approximately 1% to $188.0 million compared to $185.8 million in the third quarter of the prior year. Changes in currency rates positively impacted net sales by 2%. Therefore, core sales for the third quarter of 2025 decreased approximately 1% from the same quarter of the prior year. 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 revised to conform to the current year presentation. Higher product sales of 3% could not offset the decrease in tooling sales and the pass through of lower resin costs. Sales to the food market decreased 4% on lower tooling sales while product sales increased slightly across a number of applications. The 9% increase in beverage market sales was mainly due to higher sales of our closures on bottled water and functional drink products. Personal care sales declined 8% during the third quarter of 2025 mainly due to lower hair care sales, while other sales were flat.

Previous report

Adjusted EBITDA in the third quarter of 2025 decreased 5% to $30.3 million compared to $32.0 million reported in the same period of the prior year mainly due to lower tooling sales and lower productivity. Our Adjusted EBITDA margin declined from 17.2% in the third quarter of 2024 to 16.1% during the third quarter of 2025 due to the items discussed above along with higher tariff costs which are mostly passed through to customers with no margin.

Previous report

Adjusted EBITDA in the first nine months of 2025 increased 4% to $89.5 million compared to $86.3 million reported in the same period of the prior year. 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. This led to our Adjusted EBITDA margin improving from 16.0% in the first nine months of 2024 to 16.3% during the first nine months of 2025.

Previous report

For the quarter ended September 30, 2025, Corporate & Other costs decreased to $13.3 million from $15.4 million in the third quarter of 2024. Improved performance of certain equity method investments along with lower incentive compensation costs led to the current quarter improvement compared to the prior-year period.
Reworded paragraphs (32)

Previous wording

Reported net sales for the first nine months of 2025 increased 3% to $2.81 billion compared to $2.73 billion for the first nine months of 2024. Foreign currency exchange rates and acquisitions each positively impacted our consolidated results by 1% during the first nine months of 2025. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased 1% for the first nine months of 2025 compared to the same period in 2024. As mentioned above, volume growth in our Aptar Pharma and Aptar Closures segments more than compensated for lower tooling sales and the pass through of lower resin costs.

Current wording

Reported net sales for the first three months of 2026 increased 11% to $982.9 million compared to $887.3 million for the first three months of 2025. Foreign currency exchange rates and acquisitions each positively impacted our consolidated results by 8% and 3%, respectively during the first three months of 2026. Therefore, core sales, which exclude acquisitions and changes in foreign currency exchange rates, for the first three months of 2026 was flat when compared with the same period in 2025. Volume growth in our Beauty and Closures segments, along with higher tooling sales were offset by lower sales of emergency medicine products within our Pharma segment and the pass through of lower material costs.

Previous wording

Selling, research & development and administrative expenses (“SG&A”) increased by approximately $7.2 million to $148.8 million in the third quarter of 2025 compared to $141.6 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $2.4 million in the quarter mainly due to higher legal fees in our Aptar Pharma segment. SG&A as a percentage of net sales decreased to 15.5% in the third quarter of 2025 compared to 15.6% in the same period in 2024.

Current wording

Our selling, research & development and administrative ("SG&A") expenses increased by approximately $12.3 million to $167.6 million in the first three months of 2026 compared to $155.3 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $2.7 million in the first three months of 2026 compared to the first three months of 2025. $2.6 million of this increase relates to incremental SG&A costs in 2026 due to our acquisitions. SG&A as a percentage of net sales decreased to 17.1% in the first three months of 2026 compared to 17.5% in the same period in 2025.

Previous wording

Depreciation and amortization expenses increased by approximately $14.5 million to $210.8 million in the first nine months of 2025 compared to $196.3 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $12.0 million in the first nine months of 2025 compared to the same period a year ago. As discussed above, this increase is due to recent acquisitions and higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.5% in the first nine months of 2025 compared to 7.2% in the same period of the prior year.

Current wording

Depreciation and amortization expenses increased by approximately $10.1 million to $75.7 million in the first three months of 2026 compared to $65.6 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $5.3 million in the first three months of 2026 compared to the same period a year ago. Of this increase, $3.8 million relates to incremental depreciation and amortization costs in 2026 due to our acquisitions. The remaining net increase is due to higher capital investments made to support our growth strategy offset by certain intangible assets being fully amortized. Depreciation and amortization as a percentage of net sales increased to 7.7% in the first three months of 2026 compared to 7.4% in the same period of the prior year.

Previous wording

For the three and nine months ended September 30, 2025, we recognized $2.2 million and $5.8 million, respectively of restructuring costs related to initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and nine months ended September 30, 2024, we recognized $3.9 million and $9.7 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of September 30, 2025 was $70.5 million.

Current wording

For the three months ended March 31, 2026 and 2025, we recognized $1.1 million and $2.0 million, respectively, of restructuring costs related to initiatives to better leverage our fixed cost base through growth and cost reduction measures. The cumulative expense incurred as of March 31, 2026 was $75.6 million.

Previous wording

Restructuring costs for the three and nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Restructuring costs for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

For the first nine months of 2025, operating income increased by approximately $18.4 million to $394.8 million compared to $376.4 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income increased by approximately $11.5 million in the first nine months of 2025 compared to the same period a year ago. This increase was driven by sales growth from our Aptar Pharma segment and effective cost management efforts which more than compensated for higher legal expenses. Operating income as a percentage of net sales increased to 14.0% in the first nine months of 2025 compared to 13.8% for the same period in the prior year.

Current wording

For the first three months of 2026, operating income decreased by approximately $6.0 million to $107.5 million compared to $113.4 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income decreased by approximately $15.8 million in the first three months of 2026 compared to the same period a year ago. This decrease was mainly driven by higher COS as a percentage of revenue, reflecting product mix and lower tooling margins, as well as lower sales of certain higher-margin products within our Pharma segment and higher depreciation costs to support our growth initiatives. Operating income as a percentage of net sales decreased to 10.9% in the first three months of 2026 compared to 12.8% for the same period in the prior year.

Previous wording

The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.1% and 23.8% respectively. The lower effective tax rate for the three months ended September 30, 2025 reflects a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (4.2%) and a deferred tax benefit resulting from the release of a valuation allowance (2.7%). The effective tax rate for the nine months ended September 30, 2025 and 2024 was 20.4% and 22.7%, respectively. The lower effective tax rate for the nine months ended September 30, 2025 reflects deferred tax benefits from the valuation allowance releases (3.1%) and a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (1.6%). The tax rate for 2024 reflects tax incentives in certain non-U.S. jurisdictions from intellectual property development activities and greater excess tax benefits from share-based compensation than in 2025.

Current wording

The effective tax rate for the three months ended March 31, 2026 and 2025 was 22.4% and 25.8%, respectively. The lower effective tax rate for the three months ended March 31, 2026 reflects a more favorable mix of earnings and greater excess tax benefits from share-based compensation.

Previous wording

We reported net income attributable to AptarGroup, Inc. of $127.9 million and $318.4 million in the three and nine months ended September 30, 2025, respectively, compared to $100.0 million and $273.6 million for the same periods in the prior year.

Current wording

We reported net income attributable to AptarGroup, Inc. of $72.7 million and $78.8 million in the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Operations that sell proprietary dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer health care, injectables, active material science solutions and digital health markets form our Aptar Pharma segment.

Current wording

Operations that sell proprietary dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer healthcare, injectables, active material science solutions and digital health markets form our Pharma segment.

Previous wording

Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Aptar Beauty segment.

Current wording

Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Beauty segment.

Previous wording

For the first nine months of 2025, reported net sales of $968.3 million increased 2% compared to $951.7 million reported in the first nine months of the prior year. Changes in currency rates and acquisitions each positively impacted net sales by 1% in the first nine months of 2025. Therefore, core sales remained flat during the first nine months of 2025 compared to the same period in the prior year. Core sales of our products to the beauty market decreased 7% during the first nine months of 2025 due to softer demand for our prestige fragrance technologies and facial skin care products. However, personal care core sales improved 11% over the prior year on higher sales of our hair care and body and skin care products. Core sales of our home care market products declined 1% on lower demand from our customers selling air automotive products.

Current wording

For the first three months of 2026, reported net sales of $363.6 million increased 19% compared to $305.7 million reported in the first three months of the prior year. Changes in currency rates and acquisitions positively impacted net sales by 9% and 7%, respectively, in the first three months of 2026. Therefore, core sales increased 3% during the first three months of 2026 compared to the same period in the prior year. Overall, improving volumes were slightly offset by lower tooling sales and the pass through of lower material costs. Core sales of our products to the F&F market increased 3% during the first three months of 2026 due to strong demand for our prestige and masstige fragrance technologies as well as our color cosmetic products. Personal care core sales improved 6% over the prior year on higher sales of our hair care and body and skincare products. Core sales of our home care market products, which makes up a smaller percentage of our total sales, declined 12% on lower demand from our customers selling air care and surface cleaning products.

Previous wording

Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and other markets form our Aptar Closures segment. Our food protection business and elastomeric flow-control technology business continue to report through the Aptar Closures segment.

Current wording

Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and other markets form our Closures segment. Our food protection business and elastomeric flow-control technology business continue to report through the Closures segment.

Previous wording

Net sales for the first nine months of 2025 increased approximately 1% to $548.7 million compared to $540.7 million in the first nine months of 2024. Changes in currency rates did not impact net sales. Therefore, core sales increased approximately 1% in the first nine months of 2025 compared to the same period in the prior year. As mentioned above, during 2025, liquid coffee creamer product sales were reclassified from our food market to the beverage market and all prior period amounts have been revised to conform to the current year presentation. Product sales contributed a 5% improvement for the first nine months of 2025 but was partially offset by lower tooling sales and the pass through of lower resin costs. While core product sales to our food and beverage markets each increased 3% and 6% respectively, both were negatively impacted by 2% lower segment tooling sales compared to the first nine months of 2024. For the food market, we reported strong product sales of our closures for salad dressing, spread, jellies and honey, granules and powders and food protection products. Core sales to our beverage customers increased during the first nine months of 2025 on improving functional drink and bottled water application sales. Personal care core sales declined on lower tooling and sales of our hair care solutions while the other markets improved by 2% on stronger sales of our laundry and dish care products.

Current wording

Net sales for the first three months of 2026 increased approximately 5% to $180.7 million compared to $172.1 million in the first three months of 2025. Changes in currency rates positively impacted net sales by 5%. Therefore, core sales were flat in the first three months of 2026 compared to the same period in the prior year as higher product and tooling sales for the first quarter of 2026 was fully offset by the pass through of lower resin costs. Core sales to our food customers declined 3% mainly due to the resin impact noted above. Increases in sales of our products to the food service and sauce and condiment markets were offset by lower Asian sauces and granular powder product sales. Core sales to our beverage customers increased 10% during the first three months of 2026 on strong tooling sales and improving dairy and liquid coffee creamer application sales. Personal care core sales declined 12% on lower tooling sales and sales of our hair care solutions while the other markets improved by 13% on stronger sales of our laundry and dish care products.

Previous wording

In addition to our three reporting segments, we assign certain costs to “Corporate & Other” which is presented separately in Note 16 – Segment Information of the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items) primarily includes certain professional fees, compensation and information system costs along with certain equity method investments which are not allocated directly to our reporting segments.

Current wording

In addition to our three reporting segments, we assign certain costs to “Corporate & Other” which is presented separately in Note 16 – Segment Information of the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items) primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our reporting segments.

Previous wording

For the first nine months of 2025 Corporate & Other costs decreased to $54.1 million compared to $57.5 million reported in the same period of the prior year. This decrease is mainly due to the improved performance of our equity method investments and lower costs to evaluate acquisition targets, which more than offset higher incentive compensation costs, including higher accrual rates for certain equity compensation programs.

Current wording

For the first three months of 2026, Corporate & Other costs decreased to $21.5 million compared to $23.5 million reported in the same period of the prior year. This decrease is mainly due to lower incentive compensation costs.

Previous wording

In our Management’s Discussion and Analysis, we exclude the impact of foreign currency translation when presenting net sales and other information, which we define as “constant currency.” Core sales, which excludes the impact of foreign currency translation is a non-U.S. GAAP financial measure. Core sales growth is calculated as current-period core sales less prior period core sales divided by prior period core sales multiplied by a hundred. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our prior period results at current-period foreign currency exchange rates. As a result, management believes that these presentations are useful internally and may be useful to investors. We also exclude the impact of acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.

Current wording

In our Management’s Discussion and Analysis, we exclude the impact of foreign currency translation when presenting net sales and other information, which we define as “constant currency.” Core sales, which excludes the impact of acquisitions and foreign currency translation is a non-U.S. GAAP financial measure. Core sales growth is calculated as current-period core sales less prior period core sales divided by prior period core sales multiplied by a hundred. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our prior period results at current period foreign currency exchange rates. As a result, management believes that these presentations are useful internally and may be useful to investors. We also exclude the impact of material acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.

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, gain or loss from remeasurement of equity method investment, net unrealized investment gains and losses related to observable market price changes on equity securities, and other special items. For the three and nine months ended September 30, 2025, "Other special items" include costs incurred related to non-ordinary-course litigation regarding matters under "Legal Proceedings" within Note 12 - Commitments and Contingencies as these costs do not reflect our core operating performance. Our 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, acquisition-related costs and other special items.

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 three months ended March 31, 2026, "Other special items" include costs incurred related to non-ordinary-course litigation regarding matters under "Legal Proceedings" within Note 12 - Commitments and Contingencies as these costs do not reflect our core operating performance. Our 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, acquisition-related costs and other special items.

Previous wording

During the nine months ended September 30, 2025, the U.S. dollar was weaker compared to all European currencies and Thai baht. This resulted in an additive impact on our translated results during the third quarter of 2025 when compared to the third quarter of 2024.

Current wording

During the three months ended March 31, 2026, the U.S. dollar was weaker compared to all European currencies, most Latin American currencies and the Thai baht. This resulted in an additive impact on our translated results during the first quarter of 2026 when compared to the first quarter of 2025.

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 business requirements 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 as working capital for the continued growth of our business and to achieve our strategic objectives. We also use cash to pay quarterly dividends to stockholders, invest in the acquisition of new businesses and repurchase shares of our common stock. Due to uncertain macroeconomic conditions, including rising interest rates, inflation and the impact of tariffs and related trade restrictions, if there was a prolonged decrease in customer demand and that decrease adversely impacted 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 business requirements 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 and restricted cash increased to $257.1 million at September 30, 2025 from $223.8 million at December 31, 2024. Total short and long-term interest-bearing debt increased from $1.03 billion at December 31, 2024 to $1.20 billion at September 30, 2025. The ratio of our Net Debt (interest-bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) increased to 25.1% at September 30, 2025 from 24.4% at December 31, 2024. See the reconciliation under “Non-U.S. GAAP Measures.”

Current wording

Cash and equivalents and restricted cash decreased to $225.0 million at March 31, 2026 from $404.8 million at December 31, 2025. Total short- and long-term interest-bearing debt decreased from $1.48 billion at December 31, 2025 to $1.37 billion at March 31, 2026. The ratio of our Net Debt (interest-bearing debt less cash and cash equivalents and short-term investments) to Net Capital (stockholders’ equity plus Net Debt) increased to 30.0% at March 31, 2026 from 28.6% at December 31, 2025. See the reconciliation under “Non-U.S. GAAP Measures.”

Previous wording

In the first nine months of 2025, our operations provided approximately $386.3 million in net cash flow compared to $465.2 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization.

Current wording

In the first three months of 2026, our operations provided approximately $118.7 million in net cash flow compared to $82.7 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization.

Previous wording

We used $215.1 million in cash for investing activities during the first nine months of 2025 compared to $225.7 million during the same period a year ago. We spent $183.6 million during the first nine months of 2025 on capital expenditures. Additionally, we spent $28.2 million for acquisitions, net of cash acquired and $7.3 million for investment in equity securities during the first nine months of 2025.

Current wording

We used $65.1 million in cash for investing activities during the first three months of 2026 compared to $56.6 million during the same period a year ago. Our primary use of such cash was on capital expenditures in the amount of $65.4 million during the first three months of 2026.

Previous wording

Financing activities used $154.2 million in cash during the first nine months of 2025 compared to $137.7 million in cash used by financing activities during the same period a year ago. During 2025, we paid $89.3 million in dividends, purchased $190.0 million of our common stock that we placed into treasury stock and received proceeds of $14.9 million on stock option exercises. Additionally, we had net proceeds on our revolving credit facility of $151.1 million.

Current wording

Financing activities used $230.3 million in cash during the first three months of 2026 compared to $134.8 million in cash used by financing activities during the same period a year ago. During the first three months of 2026, we paid $30.9 million in dividends, purchased $100.0 million of our common stock which we placed into treasury stock, repaid in full the $125.0 million of long-term debt primarily related to the 3.60% Senior Notes that were due in February 2026 and received proceeds of $18.5 million on stock option exercises.

Previous wording

In October 2020, we entered into an unsecured money market borrowing arrangement to provide short-term financing of up to $30 million that is available in the U.S. No balance was outstanding under this arrangement as of September 30, 2025.

Current wording

In October 2020, we entered into an unsecured money market borrowing arrangement to provide short-term financing of up to $30.0 million that is available in the U.S. No balance was outstanding under this arrangement as of March 31, 2026.

Previous wording

We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks which 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 a new amended and restated 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, 2024, €170.0 million ($176.0 million) was utilized under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of September 30, 2025, we had utilized $187.0 million and €130 million ($152.6 million) under the amended 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 which provides us with unsecured financing of up to $600.0 million, which may be increased by up to $300.0 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 a new amended and restated 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 March 31, 2026, we had utilized $7.0 million and €130.0 million ($150.3 million) 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, 2025, €130.0 million ($152.6 million) was utilized under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

Previous wording

On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”). The Term Loan matures in July 2027. As of September 30, 2025, $141.1 millionwas utilized under the Term Loan facility.

Current wording

On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”). The Term Loan matures in July 2027. As of March 31, 2026, $141.1 millionwas utilized under the Term Loan.

Previous wording

(1)Definitions of ratios are included as part of the amended revolving credit facility agreement and private placement agreements.

Current wording

(1)Definitions of ratios are included as part of the amended revolving credit facility agreement.

Previous wording

Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow approximately an additional $1.8 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 approximately an additional $1.7 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.

Current wording

On July 6, 2022, we entered into an agreement to swap approximately $200.0 million of our fixed USD debt to fixed EUR debt.

Previous wording

We expect adjusted earnings per share for the fourth quarter of 2025 to be in the range of $1.20 to $1.28 and this guidance is based on an effective tax rate range of 19.5% to 21.5%. Our total 2025 estimated cash outlays for capital expenditures net of government grant proceeds are expected to be approximately $250 million to $270 million.

Current wording

We expect adjusted earnings per share for the second quarter of 2026 to be in the range of $1.32 to $1.40. This guidance assumes an effective tax rate range of 22.5% to 24.5%. The earnings per share guidance range is assuming a 1.18 Euro to USD exchange rate. Our total 2026 estimated cash outlays for capital expenditures net of government grant proceeds are expected to be approximately $310.0 million to $320.0 million.

Previous wording

Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Significant Developments, Restructuring Initiatives, Quarterly Trends, Liquidity and Capital Resources, Contingencies and Outlook sections of this Form 10-Q. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential”, “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment including, but not limited to:

Current wording

Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Significant Developments, Restructuring Initiatives, Quarterly Trends, Liquidity and Capital Resources, Contingencies and Outlook sections of this Form 10-Q. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential”, "continues", “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment including, but not limited to:
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Current report — wording carried from elsewhere

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

Current report — wording carried from elsewhere

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”