ATR 10-K & 10-Q changes, risk factors and insider trading

ForAlthough example,the Russia'scontinued invasion of Ukraine has created significant regional disruption in addition to global security concerns that together with retaliatory sanctions imposed by the U.S. and other NATO members could have a lasting impact on both regional and global economies. As of December 31, 2024, less than 1% of our consolidated net sales were from Russia and Ukraine; in addition, less than 2% is imported into Russia and Ukraine and therefore the war has not had, and we continue to expect that it would not havehad a material direct impact to our consolidated results. However,results, we have experienced indirect impacts on our business, including higher energy and other input costs as well as certain supply chain disruptions, which could materially adversely affect our results of operations and financial condition. In addition, some Aptar products and services are subject to various sanctions regimes, including in the U.S. and the EU, relating to Russia. Although we currently have relevant licenses regarding our products and services, changes in the sanctions regimes without obtaining necessary licenses could adversely affect our operations in Russia and, as a result, our relationship with certain customers.

Significant tariffs or other restrictions imposed on foreign imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial results. If significant tariffs or other restrictions are imposed on foreign imports by the U.S. and related countermeasures are taken by impacted foreign countries, our business, including sales and results of operations, may be adversely affected. In January 2025, during the initial days of President Trump's second term, the U.S. announcedgovernment theimposed impositiona series of additional substantial tariffs on a broad range of imports from various countries, including China, Canada and Mexico,Mexico. andIn theresponse, subjectseveral countries indicatedhave theirimposed intentionor to imposeannounced counter measures. If implemented, suchSuch tariffs and countermeasures couldhave increaseincreased the cost of certain raw materials and components used in our packaging solutions, and have the potential to disrupt our global supply chain and create additional operational challenges. Although the scope and application of these tariffs and countermeasures may continue to evolve, their implementation has contributed to heightened economic uncertainty and volatility in the global markets. If further tariffs are imposed on a broader range of imports, or if retaliatory trade measures are enacted by affected countries, we may face even higher costs that could require us to raise prices for our products. These factors could reduce demand for our products, result in the loss of customers and harm our competitive position in key markets. Additionally, ongoing trade tensions and uncertainty regarding future trade policies could negatively impact global economic conditions and consumer confidence, further affecting our business performance.

Increased global cybersecurity threats and more sophisticated, targeted computer crime could pose a risk to our operations. Increased global information security threats and more sophisticated, targeted computer crime pose a risk to the confidentiality, availability and integrity of our data, operations and infrastructure, as well as the data of our customers. The rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. We continue to assess potential threats, including computer viruses, cyberattacks, ransomware attacks, phishing attacks and other malicious activity, and make investments seeking to reduce the risk of these threats by employing a number of security measures, including employee training, monitoring of our networks and systems, ensuring strong data protection standards including authentication mechanisms are in place and safeguarding our critical information assets.

We also periodically test our systems for vulnerabilities and regularly rely on third parties to conduct such tests. To date, we have seen no material impact on our business or operations from these threats; however, we cannot guarantee that our security efforts will prevent unauthorized access to, or loss of functionality toof, our system or our third-party providers' systems. Even with these mitigations, our information systems remain potentially vulnerable to sophisticated cybersecurity threats, particularly as more business activities have shifted online. Depending on their nature and scope, such threats could potentially lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, production downtimes and operational disruptions, mitigation costs and legal liability, which in turn could adversely affect our reputation, competitiveness and results of operations.

We face strong global competition and our market share could decline. All of the markets in which we operate are highly competitive and we continue to experience competition in all product lines and segments. Competitors, including privately and publicly held entities that range from regional to international companies, are becoming increasingly credible in the core markets in which we do business. We expect the market for our products to remain competitive, as consolidation and/or changing of ownership among our competitors and key customers are increasing in the current economic climate.competitive.

In difficult market conditions, our fixed costs structure combined with potentially lower revenues may negatively impact our results. Our business is characterized by relatively high fixed costs and, notwithstanding our utilization of third-party manufacturing capacity, most of our production requirements are met by our own manufacturing facilities. In difficult environments, or as a result of a reduction in firm orders, we are generally faced with a decline in the utilization rates of our manufacturing facilities due to decreases in product demand. During such periods, our plants may not operate at full capacity and the costs associated with this excess capacity are charged directly to cost of sales. Difficult market conditions in the future may adversely affect our utilization rates and consequently our future gross margins, and this, in turn, could have a material negative impact on our business, financial condition and results of operations.

Our ability to adequately source materials including those from a single supplier or from a single manufacturing location, could adversely impact our ability to deliver our products. We have many suppliers providing materials to our manufacturing sites. In some cases, we sourcehave historically sourced certain materials, especially some resins and rubber components for our Aptar Pharma segment, from a single source. Any disruption in the supply of the materials that we require could adversely impact our ability to deliver products to our customers. Similarly, we have certain components and products that are manufactured at a single location or from a single machine or mold. Any disruption to the manufacturing process could also adversely impact our results, financial position and our ability to deliver products to our customers. We have therefore attempted to mitigate this risk by actively ensuring that we have dual sources of key materials.

Global health crises, suchepidemics asand thepandemics COVID-19 pandemic, havemay adversely affectedaffect our business, and futurefinancial developmentscondition orand otherresults globalof pandemics could cause adverse effects, which may be material.operations. Global health crises could have a material impact on our operations our employees and our customer, which could adversely impact our business, financial condition and results of operations. For example, during 2020 the COVID-19 pandemic adversely affected our sales of products to our prescription pharma customers, due to lower incidences of common illnesses and doctors' appointments, and to our travel and retail beauty business and on-the-go beverage customers. CustomerShould demandsuch acrossan allevent segmentshappen mayagain decrease quickly as a result of future developments related to a health crises, includingin the extent, duration and severity of outbreaks, the availability, adoption and efficacy of approved vaccines and treatments, the length of timefuture, it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extended in response to outbreaks, and numerous other uncertainties. Such events may result in business and manufacturing disruption, inventory shortages due to disruptions to our supply chain and distribution channels, delivery delays, increased risk associated with customer payments, increased labor cost and reduced labor availability, and reduced sales and operations, any of which could materially affect our stock price, business prospects, financial condition, results of operations and liquidity.

The success or failure of our customers’ products, particularly in the pharmaceutical market, may materially affect our operating results and financial condition. In the pharmaceutical market, the proprietary nature of our customers’ products and the success or failure of their products in the market using our dispensing systems may have a material impact on our operating results and financial condition. We typically work for years modifying our dispensing device to work in conjunction with a customer’s drug formulation. If the customer’s pharmaceutical product is not approved by regulatory bodies or it is not successful on the market, the associated costswe may not beachieve recovered.a future return on the time and effort invested in the development of the product.

Our revenue and results of operations may suffer upon the bankruptcy, insolvency or other credit failure of our customers. As mentioned above, shifting consumer preferences put our customers under pressure in their markets. In addition, general economic conditions, competition and other factors may adversely affect the solvency or creditworthiness of our customers. If our customers suffer significant financial difficulty, they may be unable to pay their debts to us timely or at all, which could have a material adverse effect on our results of operations. It is possible that customers may be unable to meet their obligations on a timely basis or may contest their contractual obligations to us under bankruptcy laws or otherwise.otherwise which could adversely affect our ability to collect receivables. Customer bankruptcies could further adversely affect our net sales and increase our operating expenses by requiring larger provisions for bad debt expense. In addition, even when our contracts with these customers are not contested,Therefore, if customers are unable to meet their obligations on a timely basis, it could adversely affect our ability to collect receivables. Further, we may have to negotiate significant discounts and/or extended financing terms with customers in these situations. If we are unable to collect upon our accounts receivable as they come due in an efficient and timely manner, our business, financial condition or results of operations may be materially adversely affected.

If disputes with our unions arise, or if our unionized workers engage in a strike or other work stoppage, or if our suppliers engage in a strike or other work stoppage, we could experience a significant disruption of operations. The majority of our employees in EuropeEurope, specifically France for our Pharma and Beauty segments, and Latin America are covered by collective bargaining arrangements made either at the local or national level in their respective countries. Although we believe that our relations with our employees are satisfactory, no assurance can be given that this will continue. If disputes with our unions arise, or if our unionized workers or our suppliers engage in a strike or other work stoppage, we could experience a significant disruption of operations, which could have a material adverse effect on our business, operating results and financial position.

If our integration of acquisitions or significant capital investments fail to generate expected returns, our financial performance may suffer. We continue to pursue growth through acquisitions and equity investments, including the recent equity investment in Goldrain.investments. We also continue to invest internally in several capacity expansions,expansions. ifIf our acquisition integration efforts, including unlocking synergies, are unsuccessful or if our capacity expansions do not provide the expected returns, we may not realize the full potential of the acquisitions and/or investments and as a result our financial performance may suffer.

We have approximately $936.3$1.08 millionbillion in recorded goodwill at December 31, 2024,2025, and changes in future business conditions could cause this asset to become impaired, requiring write-downs that would reduce our operating income. We evaluate the recoverability of goodwill amounts annually, or more frequently when evidence of potential impairment exists. The impairment test is based on several factors requiring judgment. A decrease in expected reporting unit cash flows, changes in market conditions, or rising discount rates may indicate potential impairment of recorded goodwill and, as a result, our operating results could be materially adversely affected. See “Critical Accounting Estimates” in Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.

In addition, Aptar's customers' products, as well as certain of Aptar's products and services, are subject to regulation in the U.S. by the U.S. Food and Drug Administration ("FDA") and by comparable government agencies in other countries. The regulatory clearance and approval process may result in, among other things, delayed realization of product revenues, substantial additional costs or limitations on indicated uses of products, any one of which could have a material adverse effect on our financial condition and results of operations.

We are exposed to risks from lawsuits and claims, including product liability claims, as well as investigations, audits and other proceedings, which may result in substantial costs and expenses or interruption of our normal business operations. We are subject to a number of lawsuits and claims that arise in the ordinary course of our business, which include intellectual property infringement, product liability, commercial, employment, tort, business interruption and other litigation. For example, in May 2025, Nemera filed patent infringement actions against us in France and Germany relating to certain of our ophthalmic products. In October 2025, an EPO hearing invalidated Nemera’s main patent claim while allowing an amended claim to continue. In addition, in September 2025, ARS Pharmaceuticals Operations, Inc. filed an antitrust lawsuit against us in the United States District Court for the Southern District of California, alleging violations of U.S. competition laws related to supply of certain components and are seeking injunctive relief and damages. Refer to Note 13 – Commitments and Contingencies of the Notes to the Consolidated Financial Statements for additional information regarding these actions We are also subject to indemnification claims under various contracts. Further, the failure of our products to operate as intended may result in a product liability claim against us. We believe we maintain adequate levels of product liability insurance coverage and robust quality control systems at our facilitates.facilities. However, a product liability claim in excess of our insurance coverage or not covered by existing insurance may materially adversely affect our business, results of operations or cash flows.

In addition, we are subject to investigations, audits and other proceedings initiated by federal, state, international, national, provincial and local authorities, including regulatory agencies such as the FDA as a result of the products manufactured by our Aptar Pharma segment.

Current and future litigation, claims, investigations, audits and other proceedings or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome. In addition, these matters could lead to increased operating costs or interruptions of our normal business operations.operations or could result in restrictions on our ability to manufacture or sell certain products or operate specific product lines. Litigation, proceedings and indemnification claims involve uncertainties and the eventual outcome of any such matter could adversely affect our business, results of operations or cash flows.

Challenges to, or the loss of, our intellectual property rights could have an adverse impact on our ability to compete effectively. Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our owned and licensed intellectual property. We own a large number of patents on our products, aspects of our products, methods of use and/or methods of manufacturing, and we own, or have licenses to use, all of the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how and other unpatented proprietary technology. We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright and trade secret laws of the U.S. and other countries, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. Furthermore,For manyexample, in March 2025, we filed a lawsuit against ARS Pharmaceuticals, Inc. and ARS Pharmaceuticals Operations, Inc. alleging that our confidential information and trade secrets were improperly disclosed and used. Refer to Note 13 – Commitments and Contingencies of the countriesNotes in which we operate do not have intellectual property laws that protect proprietary rights as fully as do laws into the U.S.Consolidated TheFinancial useStatements offor ouradditional intellectual property by someone else without our authorization could reduce or eliminate certain of our competitive advantages, cause us to lose sales or otherwise harm our business. The costs associated with protecting our intellectual property rights could also adversely impact our business.information.

WeDefending areagainst alsosuch fromclaims, timeor initiating legal action to timeprotect subjectour toown claims from third parties suggesting that werights, may beinvolve infringingsignificant onlegal theirexpenses, intellectualoperational propertydisruptions, rights.and Ifdiversion weof weremanagement held liable for infringement, we could be required to pay damages, obtain licenses or cease making or selling certain products.attention. Intellectual property litigation, which could result in substantial cost to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary licenses on reasonable terms or at all.all or such litigation may result in restrictions on our ability to manufacture or sell certain products or operate product lines. Failure to protect our patents, trademarks and other intellectual property rights, or failure to successfully defend against intellectual property litigation, may have a material adverse effect on our business, consolidated financial condition or results of operations.

Beginning in 2024, various countries applied the Income Inclusion (“IIR”) and Qualified Domestic Minimum Top-up Tax rules modeled after the Organization of Economic Cooperation and Development (“OECD”) model rules on a global minimum tax.tax (“Pillar Two”). These specific actions did not have a material affect on our results for 2024, nor do we expect a material effect on our results for 2024 or 2025.

Aptar is a global leader in the design and manufacturing of a broad range of drug delivery, consumer product dispensing anddispensing, active material science solutions and services for the pharmaceutical, beauty,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.

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.

•NetReported cash provided by operationssales increased 12%5% and freecore cash flowsales increased 40%2%.

•20242025 was our 31st32nd consecutive year of paying an annually increasing dividend

For the year ended December 31, 2024,2025, reported net sales increased 3%5% to $3.58$3.78 billion from $3.49$3.58 billion a year ago. The average U.S. dollar exchange rate remained fairly consistentweakened compared to the euro and most other major European currencies in which we operate, resulting in noa 2% positive currency translation impact during 2024.2025. ThereOur wascurrent no significant impact from ouryear acquisitions onalso ourpositively impacted consolidated net sales duringby 2024.1%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, also increased by 3%2% in 20242025 compared to 2023.2024. VolumeStrong growth,product especiallyvolume for productsgrowth in our prescription, material sciencesPharma and homeClosures caresegments applications,along hadwith aincreased positivetooling impactsales, onmainly in our coreBeauty salessegment, duringmore 2024.than compensated for the pass through of lower resin costs to our customers.

Our cost of sales (“COS”) as a percentage of net sales decreasedincreased to 62.8% in 2025 compared to 62.2% in 20242024. comparedWhile toall 63.8%three insegments 2023.showed Ourrevenue COSgrowth percentageduring was2025, positivelysales within the Pharma and Beauty segments were negatively impacted by an improveda mix of ourlower higher-marginmargin pharma services and product salesapplications compared to the same period in 2023.2024. We were also benefitednegatively fromimpacted improvedby operational performanceinefficiencies and cost management initiatives, which more than offset an increase in certain input costs.

Our selling, research & development and administrative expenses (“SG&A”) increased approximately 3%4% or $16.4$24.3 million to $606.5 million in 2025 compared to $582.2 million in 2024 compared to $565.8 million in 2023.2024. Excluding changes in foreign currency rates, SG&A increased by approximately $18.1$11.8 million compared to the prior year. Of this increase, $0.4$4.9 million relates to incremental SG&A costs in 20242025 due to our acquisitions ofincluding iD SCENTBTY and GulfSommaplast. Closures.The Improvementsremaining fromincrease is related to higher legal fees in our overheadPharma cost management initiatives during 2024 were offset by increased investment in research and development, particularly in pharma, to support our innovationsegment and higher non-cash stock-based compensation expense.costs. SG&A as a percentage of net sales increaseddecreased to 16.3%16.1% in 20242025 compared to 16.2%16.3% in the prior year.

Depreciation and amortization expense increased approximately 6%9% or $15.2$23.6 million to $287.4 million in 2025 compared to $263.8 million in 2024 compared to $248.6 million in 2023.2024. Excluding changes in foreign currency rates, depreciation and amortization expense increased by approximately $16.1$17.4 million compared to the prior year. Approximately $0.3$5.4 million of this increase is due to our acquisitions ofduring iD SCENT and Gulf Closures.2025. The majority of the remaining increase relates to higher capital spendinginvestments during the prior yearsmade to support our growth strategy, including new manufacturing facilities commencing production during 2024.strategy. Depreciation and amortization as a percentage of net sales increased to 7.3%7.6% in 20242025 compared to 7.1%7.3% in the prior year.

Operating income increased approximately $92.5$4.5 million or 23%1% to $501.0 million in 2025 compared to $496.5 million in 2024 compared to $404.0 million in 2023.2024. Excluding changes in foreign currency rates, operating income increaseddecreased by approximately $91.6$10.0 million in 20242025 compared to 2023.2024. Strong salesSales growth fromacross all three of our Pharmasegments segmentcould not compensate for the shift in mix of our product sales along with oursome loweroperational COS percentageinefficiencies and lowerhigher restructuringdepreciation costs droveas thediscussed improvement in 2024.above. Operating income as a percentage of net sales increaseddecreased to 13.8%13.3% in 20242025 compared to 11.6%13.8% for the prior year.

Interest expense increased by $3.5$8.8 million in 20242025 to $52.7 million compared to $43.9 million compared to $40.4 million in 2023.2024. During 2024,2025, we refinancedrepaid more than $370$125.0 million of private placement debt having an interest ratesrate betweenof 1.2%3.6% and 3.5%issued a total of $600.0 million in new notes with a fixed interest rate of 4.75%, thus increasing both the amount and enteredthe into a new term loan and revolving credit facility borrowings having current variableaverage interest ratesrate betweenof 3.8%our anddebt 6.6%.during 2025 compared to 2024.

Also included in Netnet Otherother Incomeincome is miscellaneous income, which predominately consists of changes in foreign currency and pension expenses. During 2024,2025, we realized a $5.3$1.0 million positivenegative impact from foreign currency and a $2.0$1.8 million positivenegative impact from changes in pension expense when compared to 2023.2024. 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 favorableunfavorable impact on pension expense primarily consists of a $1.9 million gain on pension curtailment for a 2024 facility closure in France. OffsettingWe thesealso favorablewrote impactsoff was a $6.6$2.1 million settlementof wesoftware receiveddevelopment costs during 2023 for disputed amounts with our insurance company to recover for losses caused by a fire at our facility in Annecy, France.2025.

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$15.0 million to $20$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.

Reported net sales increased approximately 8%6% in 20242025 to $1.74 billion compared to $1.64 billion compared to $1.52 billion in 2023.2024. AsWhile there werewas no significant impactsimpact from our acquisition during 2025, changes in currency rates orpositively acquisitions,impacted net sales by 3%. Therefore, core sales also increased 8%3% in 20242025 when compared to 2023.2024. Strong core salesvolume growth for our drug delivery systems to the prescription drug and activeroyalty material science solutions marketsincreases more than compensated for lower tooling sales and pricing adjustments to thesecure consumerlonger-term health care market.contracts. Core sales of our proprietary drug delivery systems to the prescription drug market increased 15%5% on continued strongincreased demand for our allergicemergency rhinitis,medicine and central nervous system and emergency medicine systemssolutions along with higher revenues received from customer royalties. Core sales to the consumer health care market declined 4%8% as higher demand for our eye care solutions was offset by lower sales of nasal decongestant, nasal saline and cough and cold productsproducts. dueInjectables 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 softcatch-up 2023-2024period coldfollowing andan fluenterprise seasonresource andplanning customersystem 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.implementation. Core sales of our active material science solutions increased 13%3% mainlyas onhigher improvingdemand for our active film and diabetes treatment technologies more than compensated for lower tooling sales anddue growthto a large tooling sale 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 totalprevious Pharmayear sales.period.

Adjusted EBITDA for 20242025 increased approximately 13.1%6.9% to $607.6 million compared to $568.4 million compared to $502.6 million in 2023.2024. This increase was mainly due to the strong core sales growth in our prescription drugdrug, injectables and active material science solutions divisions along with higher customerroyalty royaltiesincome 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%35.0% in 20242025 compared to 33.0%34.6% in 2023.2024.

Reported net sales decreasedincreased approximately 3%7% in 20242025 to $1.31 billion compared to $1.23 billion compared to $1.27 billion in 2023.2024. Core sales also decreased 3% as there were no material changesChanges in currency rates orand impactacquisitions frompositively ourimpacted acquisitionnet ofsales iDby SCENT.2% Approximatelyand half3%, ofrespectively. thisTherefore, decreasecore comessales fromincreased lower2% compared to the prior year, mainly on stronger tooling sales in 2024.2025. Regionally,All reboundingregions showed sales ingrowth during 2025 except North America anddue Latinto Americaweaker couldindie notbrand compensate for lower Europeanskincare demand. Core sales of our products to the beautyF&F market decreased 8%4% during 20242025 mainly due to thesofter lowerdemand toolingfor salesour prestige fragrance technologies and difficultfacial Europeanskincare comparisonsproducts. toHowever, strong growth reported during the prior year. Personalpersonal care core sales increased 2%13% asover the prior year on higher sales of our hair care and body and skin care products more than compensated for lower sales of our sun care applications.products. Core sales to the home care markets increased 11%1% over 20232024 on higher demand from our customers selling air care and automotiveindustrial products.

Reported net sales increased approximately 2% in 20242025 to $730.3 million compared to $714.0 million compared to $698.8 million in 2023.2024. Changes in currency rates negativelypositively impacted net sales by 1%, while the acquisition of Gulf Closures did not have a significant impact on the 2024 results.1%. Therefore, core sales increased 3%1% in 20242025 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 5%2% compared to prior year on strong product sales of our closures for saucessalad dressing, spreads and condimentsfood and dairyprotection products. Core sales of our products to the beverage market increased 3%6% during 20242025 mainly on improving bottledfunctional waterdrink and functionaldairy drinkapplication sales. Personal care core sales decreased 2%9% on lower sales of our hair care and deodorant solutions, while other core sales improved 3%5% over the prior year due to strong sales of our products for laundry and dish care applications.

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

Adjusted EBITDA for 20242025 increased approximately 10%2% to $116.5 million compared to $114.1 million compared to $103.7 million in 2023.2024. Our profitability was positively impacted by the higher product sales indiscussed 2024above along with operational improvements andour cost containmentimprovement initiatives.initiatives These improvementswhich more than compensatecompensated for a negativelower resintooling pass-throughcontribution impactand oflower $2.3productivity. million. This led to ourOur Adjusted EBITDA margin improvingremained from 14.8% in 2023 toat 16.0% during 2025 consistent with 2024.

Corporate & Other expenses in 20242025 increased slightly to $67.5$67.8 million compared to $62.3$67.5 million of expense in 2023.2024. OurHigher 2024compensation resultscosts includein approximately2025 $2.2were millionmostly offset by the improved performance of foreigncertain currencyequity gainsmethod whileinvestments 2023and includes approximately $4.2 million of realized gains on sales of PCT shares. The remaining cost increases during 2024 include $3.4 million oflower costs to evaluate potential acquisition targets,targets alongwhen withcompared someto higher professional fees for corporate projects and higher incentive compensation costs.2024.

We present earnings before net interest and taxes (“EBIT”) and, 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”) and, adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”), bothand adjusted earnings per share, all of which exclude restructuring initiatives, acquisition-related costs, purchase accounting adjustments related to acquisitions and investments andinvestments, net unrealized investment gains and losses related to observable market price changes on equity securities.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.

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 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.

Cash and equivalents increased to $402.4 million at December 31, 2025 from $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 $1.48 billion at December 31, 2025 increased from $1.03 billion at December 31, 2024 decreased from $1.14 billion at December 31, 2023.2024. The ratio of our Net Debt (interest bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) decreasedincreased to 28.6% at December 31, 2025 compared to 24.4% at December 31, 2024 compared to 28.3% at December 31, 2023.2024. See the reconciliation under "Non-U.S. GAAP Measures."

In 2024,2025, our operations provided approximately $643.4$570.0 million in net cash flow compared to $575.2$643.4 million in 2023.2024. Cash flow from operations is primarily derived from improved 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 20252026 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.

We used $396.7$331.4 million in cash for investing activities during 20242025 compared to $324.5$396.7 million during 2023.2024. DuringWe 2024,spent approximately $99.1$270.4 million wason utilizedcapital toexpenditures, fund$60.2 themillion 40%on equityacquisitions, investmentnet inof Goldrain.cash Ouracquired and $6.3 million, net for investments in capitalequity projectssecurities decreasedduring $35.9 million as spending for several large facility expansions tapered off in 2024.2025. In 2025,2026, we expect our capital investments to be in the range of $280$260.0 million to $300$280.0 million.

Financing activities utilized $225.3$77.5 million of cash during 2024,2025, compared to $171.6$225.3 million during 2023.2024. During 2024,2025, we paid $114.1$120.8 million of dividends, purchased $68.6$365.0 million of our common stock that was placed into treasury stockstock, 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 $54.8$18.9 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 2025,2026, we expect to have financing cash outlays of approximately $162.3$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.

AptarWe hashave a revolving credit facility (the “revolving credit facility”) with a syndicate of banks that provides us with unsecured financing of up to $600$600.0 million, which may be increased by up to $300$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. The revolving credit facility was set to mature in June 2026, but onOn July 2, 2024, we entered into ana new amended and restated revolving credit facilityagreement (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, 2024,2025, €170.0130.0 million ($176.0$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, 2023,2024, $36.5 million waswe utilized under the revolving credit facility in the U.S. and €40.0170.0 million ($44.2$176.0 million) under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

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 million was utilized under the Term Loan. On July 6, 2022, we entered into an agreement to swap approximately $200$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.

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, 2024,2025, we have $936.3$1.08 millionbillion of goodwill, which is allocated as follows:

We believe that the accounting estimates related to determining the fair value of our reporting unitsunits, 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, 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.

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 absenceevent we determine a quantitative test is necessary, we estimate the fair value of sufficientthe qualitativereporting factors,unit ifusing 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, where necessary, goodwill will be impaired at that time.

We have historically evaluatedevaluate 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 pharmaBeauty reporting unit, management determined it appropriate to calculate the fair value of the reporting unitsunit and compare with theirits associated carrying amounts as of October 1, 2024.2025.

We estimated the fair valuesvalue of the affectedreporting businessesunit based upon the present value of theirits estimated future cash flows. Our determination of fair value involved judgment and the use of significant 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, 2024,2025, our goodwill for the injectables and other pharmaBeauty reporting unitsunit werewas $172.4 million and $177.9$370.8 million, respectively.which exceeded its carrying value. A 15%10% decrease in the estimated fair value of the injectables and other pharmaBeauty reporting unitsunit 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, 2024.2025.

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 supportallow theus realizationto ofreach $7.0a conclusion that $1.0 million to $10.0$5.0 million of deferred tax assets for which there is currently a correspondingthe valuation allowance.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.

We account for business combinations using the acquisition method. Under this method, which requires management to estimate the fair value of identifiable assets acquired andacquired, liabilities assumed, and toany properlynon-controlling allocateinterest purchaseare pricerecorded considerationat their estimated fair values. We engage third-party valuation specialists to assist in determining fair values. Our valuation process utilizes various forms of the individualincome approach, depending on the assets acquiredbeing and liabilities assumed.valued. Goodwill is measured as the excess amount of consideration transferred,transferred comparedover tothe fair value of the assets acquired and the liabilities assumed. The allocation of the purchase price utilizes significant 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 inmay some casesinvolve assumptions with respect toabout 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.asset.

Management applied judgment in determining the fair value of the acquired assets with respect to the acquisitions of iD SCENTSommaplast and GulfBTY. Closures,The includingjudgments made in determining the estimated fair valuesvalue assigned to the assets acquired, as well as the estimated life of acquiredthe intangiblesassets, includingcan acquiredmaterially technology,impact trademarksnet income in the periods subsequent to the acquisition through depreciation and customer relationships.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 benchmarkingestimates and significant assumptions with respect to priorthe dealstiming toand assessamounts of cash flow projections, the reasonablenessrevenue 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 allocationsuch ofassumptions excessor purchase price to goodwill and intangibles.estimates.

Aptar expects earnings per share for the first quarter of 2025,2026, excluding any restructuring expenses, changes in the fair value of equity investments and acquisition-related costs, to be in the range of $1.11$1.13 to $1.19$1.21 and this guidance is based on an effective tax rate range of 25%21% to 27%.23%. The earnings per share guidance range is based on spot rates at the end of December for all currencies. Currency impacts will drive a larger headwind in the first quarter than typical because of the U.S. dollar’s renewed strength against many currencies.

ReportedWe reported net sales of $1.03 billion for the firstquarter threeended monthsJune of30, 20262026, increasedwhich 11%represents toa $982.96% millionincrease compared to $887.3$966.0 million forreported during the firstsecond three monthsquarter of 2025. ForeignThe U.S. dollar weakened against most European currencies resulting in a positive 2% currency exchangetranslation ratesimpact andat acquisitionsthe eachconsolidated level. Acquisitions also positively impacted our consolidated resultssales by 8% and 3%, respectively during the first three months of 2026.3%. Therefore, core sales, which excludeexcludes acquisitions and changes in foreign currency exchange rates, forincreased 1% in the firstsecond three monthsquarter of 2026 was flat when compared withto the same period in 2025. VolumeStrong product 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 higher input costs more than compensated for lower materialtooling costs.sales.

For the first threesix months of 2026, cost of sales ("COS") as a percentage of net sales increased to 64.2%64.3% compared to 62.1% in the same period in 2025. ThisAs discussed above, this increase is mainly due to the lower sales of some higher margin Pharma products, along with higher input costs and lower marginsproductivity on our tooling saleswhen compared to the first threesix months of 2025.

Our selling,Selling, research & development and administrative expenses ("“SG&A"”) expenses increased by approximately $12.3$6.6 million to $167.6$157.7 million in the firstsecond three monthsquarter of 2026 compared to $155.3$151.1 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $2.7$3.2 million in the firstquarter, threewith months of 2026 compared to the first three months of 2025. $2.6$3.3 million ofcoming this increase relates to incrementalfrom SG&A costsexpenses in 2026 due tofrom our acquisitions. SG&A as a percentage of net sales decreased to 17.1%15.4% in the firstsecond three monthsquarter of 2026 compared to 17.5%15.6% in the same period in 2025.

Depreciation and amortization expenses increased by approximately $10.1$9.7 million to $75.7$79.6 million in the firstsecond three monthsquarter of 2026 compared to $65.6$69.9 million during the same period ain year ago.2025. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $5.3$8.0 million in the firstsecond three monthsquarter of 2026 compared to the same period a year ago. OfApproximately this increase, $3.8$3.9 million relatesof to incremental depreciation and amortization costs in 2026 due to our acquisitions. The remaining netthis increase is due to recent acquisitions, while the remainder is related to higher capital investments in our legacy businesses made to support our growth strategy offset by certain intangible assets being fully amortized.strategy. Depreciation and amortization as a percentage of net sales increased to 7.7%7.8% in the firstsecond three monthsquarter of 2026 compared to 7.4%7.2% in the same period of the prior year.

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we recognized $1.1$1.4 million and $2.0$2.5 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 six months ended June 30, 2025, we recognized $1.6 million and $3.6 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of MarchJune 31,30, 2026 was $75.6$77.0 million.

Restructuring costs for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:

For the first three months of 2026, operatingOperating income decreased by approximately $6.0$17.7 million to $107.5$126.7 million in the second quarter of 2026 compared to $113.4$144.4 million in the same period ofa theyear prior year.ago. Excluding changes in foreign currency rates, operating income decreased by approximately $15.8$20.2 million in the first three months of 2026quarter compared to the same period a year ago. ThisCost decreasemanagement wasefforts mainlywere drivenmore than offset by higher COScost of sales and depreciation and amortization as anoted 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.above. Operating income as a percentage of net sales decreased to 10.9%12.3% in the firstsecond three monthsquarter of 2026 compared to 12.8% for the same period15.0% in the prior year.year period.

Interest expense increased approximately $5.6$10.7 million to $16.9$32.9 million in the first threesix months of 2026 compared to $11.4$22.2 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 quartersix months 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.

Net other income decreased approximately $0.7$2.5 million to $3.2$7.5 million of income for the threesix months ended MarchJune 31,30, 2026 from $3.9$10.1 million of income in the same period of the prior year. Higher interest income of $0.8$1.7 million was offset by approximately $1.4$2.3 million in lower equity results from affiliates in part due to our investment in BTY now being fully consolidated.

The effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was 22.4%23.5% and 25.8%,20.0% respectively. The lowereffective tax rate for the six months ended June 30, 2026 and 2025 was 23.0% and 22.5%, respectively. The effective tax rate for the three and six months ended MarchJune 31,30, 2026 reflectsdid not include a moredeferred favorabletax mixbenefit from the release of earningsa valuation allowance, and greater excess tax benefits from share-based compensation.compensation that existed in the prior-year period.

We reported net income attributable to AptarGroup, Inc. of $72.7$87.6 million and $78.8$160.2 million in the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $111.7 million and 2025,$190.5 respectively.million for the same periods in the prior year.

Net sales for the first threesix months of 2026 increased by approximately 7%5% to $438.6$896.7 million compared to $409.5$852.1 million in the first threesix months of 2025. Changes in currency rates and acquisitions positively impacted net sales by 7%4% and 1%, respectively during the first threesix months of 2026. Therefore, core sales decreasedremained byflat 1% induring the first threesix 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 couldwere notoffset compensate forby lower prescription drug sales. Core sales of products included in our prescription drug division decreased 10%9% mainlyas strong demand for our products used on difficultasthma and central nervous system applications could not compensate for lower emergency medicine comparisonsproduct to the prior year.sales. Core sales in the consumer healthcare market increased 4%10% on higher tooling sales and strong demand for our nasal decongestant and eye care and nasal decongestant products. Injectables core sales increased 20%14% with strong demand primarily for elastomeric components used for GLP-1, biologicsGLP-1 and antithromboticother biologics applications. Core sales of our active material science solutions decreased 1% as increases in sales of our probiotic and oral solid dose technologies could not offset declines in probioticdiabetes product sales.

Adjusted EBITDA in the firstsecond three monthsquarter of 2026 increaseddecreased 3%2% to $146.2$153.9 million compared to $142.5$156.8 million in the same period of the prior year.year, Thisreflecting increasethe wasless mainlyfavorable dueproduct tomix described above while royalties and strong operational performance incontinued theto firstpositively quarterimpact ofmargins. 2026,As 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,result, our Adjusted EBITDA margin declined to 33.3%33.6% in the firstsecond three monthsquarter of 2026 comparedfrom to 34.8%35.4% in the firstsecond three monthsquarter of 2025.

For the first three months of 2026, reportedReported net sales offor $363.6the millionquarter ended June 30, 2026 increased 19%10% to $367.5 million compared to $305.7$334.8 million reported in the firstsecond three monthsquarter of the prior year. Changes in currency rates and acquisitions positively impacted net sales by 9%3% and 7%,6%, respectively,respectively in the firstsecond three monthsquarter of 2026. Therefore, core sales increased 3%1% duringin the firstsecond three monthsquarter of 2026 compared to the same periodquarter inof the prior year.year Overall, improving volumes were slightly offset by lower tooling sales andas the pass through of higher input costs more than compensated for lower materialtooling costs.sales. Core sales of our products to the F&F market increased 3%2% during the first three months of 2026 due toon strong demand for our prestigecolor cosmetics and masstigeprestige fragrance technologiesdispensing as well as our color cosmetic products.technologies. Personal care core sales improvedwere 6%flat over theversus prior year onas higherstrong sales of our hair care andapplications bodyoffset andlower skincaretooling products.sales. CoreHome care core sales decreased 8% on lower sales of our homeproducts care market products, which makes up a smaller percentage of our total sales, declined 12% on lower demand from our customers sellingto air care and surfaceautomotive cleaning products.customers.

Adjusted EBITDA in the firstsecond three monthsquarter of 2026 increaseddecreased 9%5% to $40.5$44.7 million compared to $37.1$47.1 million reported in the same period in the prior year.year Thisprimarily increasedue wasto mainlylower drivenproduct byvolumes, improvingunfavorable fragrancemix and colorthe cosmetictiming volumesof mentionedresin abovepass along with a favorable currency impact. However, some isolated operational issues led to ourthroughs. Adjusted EBITDA margin to declinedeclined from 12.1%14.1% in the firstsecond three monthsquarter of 2025 to 11.1%12.2% during the firstsecond three monthsquarter of 2026.2026 mainly due to the items mentioned above.

Net sales for the first threesix months of 2026 increased approximately 5%6% to $180.7$381.6 million compared to $172.1$360.7 million in the first threesix months of 2025. Changes in currency rates positively impacted net sales by 5%.4%. Therefore, core sales wereincreased flat2% in the first threesix months of 2026 compared to the same period in the prior year as higherstrong product and tooling sales for the first quarter of 2026 was fully offset byand the pass through of lowerhigher resininput costs.costs more than compensated for a decline in tooling sales. Core sales to our food customers declined 3%2% mainly due to the resinlower impacttooling sales 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%13% during the first threesix months of 2026 on strong toolingbottled sales and improving dairywater and liquid coffee creamer application sales. Personal care core sales declined 12%8% on lower tooling sales and sales of our hair care solutions while the other markets improved by 13%12% on stronger sales of our laundry and dish care products.

Adjusted EBITDA in the firstsecond three monthsquarter of 2026 decreased 13%6% to $23.7$29.8 million compared to $27.3$31.9 million reported in the same period of the prior year.year Theprimarily positivedue impactto higher operational costs associated with the ramp up of highera productnew salesproduction discussedline abovealong was offset bywith some operationalpreviously issuesreported andmaintenance acosts, $0.9which millionlessened write-offas ofthe anquarter equityprogressed. investment. This led to ourOur Adjusted EBITDA margin decliningdeclined from 15.8%16.9% in the firstsecond three monthsquarter of 2025 to 13.1%14.9% during the firstsecond three monthsquarter of 2026.2026 due to the items discussed above along with higher input costs which are mostly passed through to customers with no margin.

For the firstquarter threeended monthsJune of30, 2026, Corporate & Other costs decreased to $21.5$15.9 million from $17.4 million in the second quarter of 2025. Lower incentive compensation costs led to the current quarter improvement compared to $23.5 million reported in the sameprior-year period of the prior year. This decrease is mainly due to lower incentive compensation costs.period.

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 and six months ended MarchJune 31,30, 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.

Because of our international presence, movements in exchange rates can have a significant impact on the translation of the financial statements of our foreign subsidiaries. Our primary foreign exchange exposure is to the European euro, but we also have foreign exchange exposure to the Chinese yuan, Brazilian real, Argentine peso, Mexican peso, Swiss franc and other Asian, European and Latin American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive effect. We manage our exposures to foreign exchange principally with forward exchange contracts to economically hedge recorded transactions and firm purchase and sales commitments denominated in foreign currencies.

During the threesix months ended MarchJune 31,30, 2026, the U.S. dollar was weaker compared to all European currencies, most Latin American currenciescurrencies, Chinese yuan and the Thai baht. This resulted in an additive impact on our translated results during the firstsecond quarter of 2026 when compared to the firstsecond quarter of 2025.

Generally, we have incurred higher stock-based compensation expense in the first quarter compared with the rest of the fiscal year due to the timing and recognition of stock-based expense from substantive vesting for retirement eligible employees. As of MarchJune 31,30, 2026, our estimated stock-based compensation expense on a pre-tax basis for the year 2026 compared to 2025 is as follows:

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, and investing in new businesses and repurchasing shares of our common stock.businesses. 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 discretionary 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.

Cash and equivalents and restricted cash decreased to $225.0$192.8 million at MarchJune 31,30, 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 MarchJune 31,30, 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%30.7% at MarchJune 31,30, 2026 from 28.6% at December 31, 2025. See the reconciliation under “Non-U.S. GAAP Measures.”

In the first threesix months of 2026, our operations provided approximately $118.7$222.2 million in net cash flow compared to $82.7$208.7 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization.

We used $65.1$121.9 million in cash for investing activities during the first threesix months of 2026 compared to $56.6$126.1 million during the same period a year ago. Our primary use of such cash was on capital expenditures in the amount of $65.4$123.0 million during the first threesix months of 2026.

Financing activities used $230.3$308.3 million in cash during the first threesix months of 2026 compared to $134.8$162.0 million in cash used by financing activities during the same period a year ago. During the first threesix months of 2026, we paid $30.9$61.5 million in dividends, purchased $100.0$150.0 million of our common stock which we placed into treasury stock, repaid in full the $125.0 million of long-term debt primarily related tobeing the 3.60% Senior Notes that were due in February 2026 and received proceeds of $18.5$19.0 million on stock option exercises.

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 MarchJune 31,30, 2026.

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 MarchJune 31,30, 2026, we had utilized $7.0$37.5 million and €130.0 million ($150.3$148.5 million) under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.Assubsidiary. 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.

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 MarchJune 31,30, 2026, $141.1$116.2 million was utilized under the Term Loan.

On AprilJuly 23,16, 2026, the Board of Directors declared a quarterly cash dividend of $0.48 per share payable on MayAugust 27,20, 2026 to stockholders of record as of MayJuly 6,30, 2026.

We have reviewed the recently issued ASUs to the FASB’s Accounting Standards Codification that have future effective dates. StandardsThere thatwere haveno beenstandards adopted during 2026the arefirst discussedhalf inof 2026, see Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

We expect adjusted earnings per share for the secondthird quarter of 2026 to be in the range of $1.32$1.45 to $1.40.$1.53. This guidance assumes an effective tax rate range of 22.5% to 24.5%. The earnings per share guidance range is assuming a 1.181.14 Euroeuro 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$260.0 million to $320.0$280.0 million.

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: