APTARGROUP, INC. - Quarter Report: 2025 June (Form 10-Q)

Foreign currency translation adjustments ()— — — ()()Changes in unrecognized pension gains and related amortization, net of tax— — — — — Changes in derivative gains, net of tax— — — — — Stock awards and option exercises— — — Cash dividends declared on common stock()— — — — — ()Treasury stock purchased— — — ()— — ()Balance - June 30, 2024$ $()$ $()$ $ $ Balance - March 31, 2025$ $()$ $()$ $ $ Net income — — — — Foreign currency translation adjustments() — — — Changes in unrecognized pension gains and related amortization, net of tax— — — — — Changes in derivative losses, net of tax— ()— — — — ()Stock awards and option exercises— — — Cash dividends declared on common stock()— — — — — ()Treasury stock purchased— — — ()— — ()Excise tax on treasury shares— — — ()— — ()Balance - June 30, 2025$ $()$ $()$ $ $

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In thousands

Six Months Ended

AptarGroup, Inc. Stockholders’ Equity

June 30, 2025 and 2024

Retained
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Common
Stock
Par Value

Treasury
Stock

Capital in
Excess of
Par Value

Non-
Controlling
Interest

Total
Equity

Balance - December 31, 2023

()

Net income (loss)

—

()

Foreign currency translation adjustments

()

—

()

Changes in unrecognized pension gains and related amortization, net of tax

—

Changes in derivative gains, net of tax

—

Stock awards and option exercises

—

Cash dividends declared on common stock

()

—

()

Treasury stock purchased

—

()

—

()

Balance - June 30, 2024

()

Balance - December 31, 2024

()

Net income (loss)

—

()

Notes receivable, net

()

Net Cash Used by Investing Activities

()

Cash Flows from Financing Activities:

Proceeds from notes payable and overdrafts

Repayments of notes payable and overdrafts

()

Proceeds of short-term revolving credit facility, net

Proceeds from long-term obligations

Repayments of long-term obligations

()

Dividends paid

()

Proceeds from stock option exercises

Purchase of treasury stock

()

Net Cash Used by Financing Activities

()

Effect of Exchange Rate Changes on Cash

()

Net Decrease in Cash and Equivalents and Restricted Cash

()

Cash and Equivalents and Restricted Cash at Beginning of Period

Cash and Equivalents and Restricted Cash at End of Period

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

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AptarGroup, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollars in Thousands, Except per Share Amounts, or as Otherwise Indicated)

(Unaudited)

NOTE 1 –

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to days and are based on industry standards and best practices within each of our regions.

All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable, accrued and other liabilities in our Condensed Consolidated Balance Sheets, and associated payments are included in operating activities within our Condensed Consolidated Statements of Cash Flows. As of June 30, 2025, the amounts due to suppliers participating in the SCF and included in accounts payable, accrued and other liabilities were approximately $ million.

While we provide suppliers with the above third-party alternative for accelerated payments, we may also take advantage of similar accelerated payment opportunities offered to us by our customers, when economically beneficial for us to do so.

NOTE 2 –

$ $ $ $ Aptar Beauty Aptar Closures Total$ $ $ $ $

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$ $ $ $ Aptar Beauty Aptar Closures Total$ $ $ $ $

For the Six Months Ended June 30, 2025

Segment

Europe

Domestic

Latin
America

Asia

Total

Aptar Pharma

Aptar Beauty

Aptar Closures

Total

For the Six Months Ended June 30, 2024

Segment

Europe

Domestic

Latin
America

Asia

Total

Aptar Pharma

Aptar Beauty

Aptar Closures

Total

We perform our obligations under a contract with a customer by transferring goods and/or services in exchange for consideration from the customer. The timing of performance will sometimes differ from the timing of the invoicing for the associated consideration from the customer, thus resulting in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer control of goods or services to a customer prior to invoicing for the related performance obligation. The contract asset is transferred to accounts receivable when the product is invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance.

$ $()Contract liability (current) Contract liability (long-term)

The differences in the opening and closing balances of our contract asset and contract liabilities are primarily the result of timing differences between our performance and the invoicing. The total amount of revenue recognized during the current year against contract liabilities is $ million, including $ million relating to contract liabilities at the beginning of the year. Current contract assets are included within Prepaid and other, while current contract liabilities and long-term contract liabilities are included within Accounts payable, accrued and other liabilities and Deferred and other non-current liabilities, respectively, within our Condensed Consolidated Balance Sheets.

Determining the Transaction Price

In most cases, the transaction price for each performance obligation is stated in the contract. In determining the variable amounts of consideration within the transaction price (such as volume-based customer rebates), we include an estimate of the expected amount of consideration within revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identify reasonable estimates based on this information. We apply the method consistently throughout the contract when estimating the effect of an uncertainty on the amount of variable consideration to which we will be entitled.

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NOTE 3 -

$ Work in process Finished goods Total$ $

NOTE 4 –

$ $ $ Foreign currency exchange effects Balance as of June 30, 2025$ $ $ $ $ $()$ $ $()$ Acquired technology () () Customer relationships () () Trademarks and trade names () () License agreements and other () () Total intangible assets$ $()$ $ $()$

Aggregate amortization expense for the intangible assets above for the quarters ended June 30, 2025 and 2024 was $ and $, respectively. Aggregate amortization expense for the intangible assets above for the six months ended June 30, 2025 and 2024 was $ and $, respectively.

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(remaining estimated amortization for 2025)

2026 2027 2028 2029 Thereafter

Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of June 30, 2025.

NOTE 5 –

% and %. The lower effective tax rate for the three months ended June 30, 2025 reflects a deferred tax benefit of $ million resulting from the release of a valuation allowance, and greater tax benefits from share-based compensation. The valuation allowance release reflects profitable results in locations that previously operated with tax losses. The effective tax rate for the six months ended June 30, 2025 and 2024, respectively, was % and %. The effective tax rate for the six months ended June 30, 2025 includes tax benefits from the valuation allowance release and from share-based compensation, offset by a one-time French surtax. The tax rate for the six months ended June 30, 2024 reflects tax incentives in certain non-US jurisdictions from intellectual property development activities and a similar amount of tax benefits from share-based compensation.

Given our current earnings and anticipated future earnings, we believe there is a reasonable possibility that within the next 12-months, sufficient positive evidence may become available to support the realization of $ million to $ million of deferred tax assets for which there is currently a valuation allowance. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period in which 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.

NOTE 6 –

% to %$ $

Overdraft %

$ $

We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks that provides us with unsecured financing of up to $ million, which may be increased by up to $ 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 could be drawn in various currencies including USD, EUR, GBP, and CHF. 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 extensions in certain circumstances. As of December 31, 2024, € million ($ million) was utilized under the amended revolving credit facility in the U.S. and balance was utilized by our wholly-owned UK subsidiary. As of June 30, 2025, we had utilized $ million and € million ($ million) under the amended revolving credit facility in the U.S. and balance was utilized by our wholly-owned UK subsidiary.

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compensating balance requirements associated with our amended revolving credit facility. Each borrowing under the amended revolving credit facility will bear interest at rates based on SOFR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The amended revolving credit facility also provides mechanics relating to a transition away from designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the amended revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the amended revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio.

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 June 30, 2025, $ million was utilized under the Term Loan facility and as of as of December 31, 2024, $ million was utilized.

We have an unsecured money market borrowing arrangement to provide short-term financing of up to $ million that is available in the U.S. balance was outstanding under this arrangement as of June 30, 2025 or December 31, 2024.

Long-Term Obligations

% – %, due in monthly and annual installments through 2031$ $

Senior unsecured notes %, due in 2025

Senior unsecured notes %, due in 2026

Term loan % floating, due in 2027

Senior unsecured notes %, due in 2032, net of discount of $ million

Finance Lease Liabilities Unamortized debt issuance costs()()$ $ Current maturities of long-term obligations()()Total long-term obligations$ $ Year Two Year Three Year Four Year Five Thereafter

Covenants

to 1.00

Consolidated Interest Coverage Ratio (1)

Minimum of to 1.00

to 1.00

________________________________________

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NOTE 7 –

$ $ $ Finance lease cost:Amortization of right-of-use assets$ $ $ $ Interest on lease liabilities Total finance lease cost$ $ $ $ Short-term lease and variable lease costs$ $ $ $ $ Operating cash flows from finance leases Financing cash flows from finance leases Right-of-use assets obtained in exchange for lease obligations:Operating leases$ $ Finance leases

NOTE 8 –

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$ $ $ Interest cost Expected return on plan assets()()()()Amortization of net (gain) loss() Amortization of prior service cost Net periodic benefit cost$ $ $ $


	Domestic Plans		Foreign Plans
Six Months Ended June 30,	2025	2024	2025	2024
Service cost	$	$	$	$
Interest cost
Expected return on plan assets	()	()	()	()
Amortization of net (gain) loss	()
Amortization of prior service cost
Net periodic benefit cost	$	$	$	$

The components of net periodic benefit cost, other than the service cost component, are included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income.

Employer Contributions

We currently have minimum funding requirements for our domestic and foreign plans. However, we contributed $ million to our domestic defined benefit plans during the six months ended June 30, 2025, and do not expect that we will make any additional significant contributions during the rest of 2025. We contributed $ million to our foreign defined benefit plans during the six months ended June 30, 2025 and do not expect that we will make any additional significant contributions during the rest of 2025.

NOTE 9 –

)$()$()$()Other comprehensive (loss) income before reclassifications() ()Amounts reclassified from accumulated other comprehensive income Net current-period other comprehensive (loss) income() ()Balance - June 30, 2024$()$()$()$()Balance - December 31, 2024$()$ $()$()

Other comprehensive (loss) income before reclassifications

() Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive (loss) income

() Balance - June 30, 2025$()$ $()$()

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$ (1)Amortization of prior service cost (1) Total before tax()()Tax impact$ $ Net of taxTotal reclassifications for the period$ $


Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income		Affected Line in the Statement Where Net Income is Presented
Six Months Ended June 30,	2025	2024

Defined Benefit Pension Plans
Amortization of net loss	$	$	(1)
Amortization of prior service cost			(1)
			Total before tax
	()	()	Tax impact
	$	$	Net of tax




Total reclassifications for the period	$	$

______________________________________________

(1)These accumulated other comprehensive income components are included in the computation of total net periodic benefit costs, net of tax. See Note 8 – Retirement and Deferred Compensation Plans for additional details.

NOTE 10 –

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USD/EUR fixed-to-fixed cross currency interest rate swap to effectively hedge the interest rate exposure relating to $ million of the $ million % Senior Notes due March 2032, which were issued by AptarGroup, Inc. on March 7, 2022. This USD/EUR swap agreement exchanged $ million of fixed-rate % USD debt to € million of fixed-rate % euro debt. We pay semi-annual fixed rate interest payments on the euro notional amount of € million and receive semi-annual fixed rate interest payments on the USD notional amount of $ million. This swap has been designated as a net investment hedge to effectively hedge the foreign exchange risk associated with € million of our euro denominated net assets. We elected the spot method for recording the net investment hedge. Gains and losses resulting from the settlement of the excluded components are recorded in interest expense in the Condensed Consolidated Statements of Income. Gains and losses resulting from the fair value adjustments to the cross currency swap agreements are recorded in accumulated other comprehensive (loss) income as the swaps are effective in hedging the designated risk. As of June 30, 2025, the fair value of the cross currency swap was a $ million liability. The swap agreement will mature on September 15, 2029.

Other

As of June 30, 2025, we have recorded the fair value of foreign currency forward exchange contracts of $ million in prepaid and other and $ million in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets. All forward exchange contracts outstanding as of June 30, 2025 had an aggregate notional contract amount of $ million.

$ $ $ $ $ $ $ Derivative LiabilitiesForeign Exchange ContractsAccounts payable, accrued and other liabilities$ $ $ $ Cross Currency Swap Contract (1)

Deferred and other non-current liabilities

$ $ $ $

__________________________

(1)This cross currency swap agreement is composed of both an interest component and a foreign exchange component.

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)$ Miscellaneous, net$ $ $()$()$ $ $

The Effect of Derivatives Designated as Hedging Instruments on Accumulated Other Comprehensive Income (Loss) for the Six Months Ended June 30, 2025 and 2024


Derivatives Designated as Hedging Instruments	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative			Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative		Total Amount of Affected Income Statement Line Item
	2025		2024		2025	2024
Cross currency swap agreement:

Foreign exchange component	$	()	$	Miscellaneous, net	$	$	$	()
	$	()	$		$	$

)$ $()$

The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Six Months Ended June 30, 2025 and 2024


Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivatives	Amount of Loss Recognized in Income on Derivatives
		2025	2024
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	$
		$	$

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$ $ Total Assets$ $ $ Derivative Liabilities$ $ $ Total Liabilities$ $ $ December 31, 2024Derivative Assets$ $ $ Total Assets$ $ $ Derivative Liabilities$ $ $ Total Liabilities$ $ $

NOTE 11 –

$ $ $

Foreign exchange contracts (2)

Convertible notes (3)

Total assets at fair value$ $ $ $ Liabilities

Foreign exchange contracts (2)

$ $ $ $

Cross currency swap contract (2)

Total liabilities at fair value$ $ $ $

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$ $ $

Foreign exchange contracts (2)

Convertible note (3)

Total assets at fair value$ $ $ $ Liabilities

Foreign exchange contracts (2)

$ $ $ $

Cross currency swap contract (2)

Total liabilities at fair value$ $ $ $

________________________________________________

(1)Investment in PureCycle Technologies (“PCT” or “PureCycle”). See Note 17 – Investment in Equity Securities for discussion of this investment.

(2)Market approach valuation technique based on observable market transactions of spot and forward rates.

(3)Investment in convertible notes in Enable Injections, Inc. and Siklus Refill Pte, Ltd. The investments are included within Miscellaneous assets in our Condensed Consolidated Balance Sheets.

The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument. We consider our long-term debt obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $ million as of June 30, 2025 and $ million as of December 31, 2024.

NOTE 12 –

liabilities recorded for these agreements as of June 30, 2025 and December 31, 2024.

We are periodically subject to loss contingencies resulting from custom duties assessments. We accrue for anticipated costs when an assessment has indicated that a loss is probable and can be reasonably estimated. We have received claims worth approximately $ million to $ million in principal, and $ million to $ million for interest and penalties. We are currently defending our position with respect to these claims in the respected administrative procedures. Due to uncertainty in the probability of settlement and the timing of our appeal, liability is recorded as of June 30, 2025.

NOTE 13 –

million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

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thousand shares for $ million and million shares for $ million, respectively. During the three and six months ended June 30, 2024, we repurchased approximately thousand shares for $ million and thousand shares for $ million, respectively. As of June 30, 2025, there was $ million for authorized share repurchases remaining under the existing authorization.

NOTE 14 –

. Performance-based RSUs vest at the end of the specified performance period, generally , assuming required performance or market vesting conditions are met.

For awards granted in the first quarter of 2023 and thereafter, our performance-based RSUs will vest based on our return on invested capital (“ROIC”). Award share payouts depend on the extent to which the ROIC performance goal has been achieved, but the final payout is adjusted by a total shareholder return (“TSR”) modifier.

At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). RSUs granted to directors are only time-based and generally vest on or around the first anniversary of the date of grant.

The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation.

$ Grant date stock price$ $ Assumptions:Aptar's stock price expected volatility % %Expected average volatility of peer companies % %Correlation assumption % %Risk-free interest rate % %Dividend yield assumption % % $ $ Granted Vested() () Forfeited() () Nonvested at June 30, 2025 $ $

Included in the time-based RSU activity for the six months ended June 30, 2025 are units granted to non-employee directors and units that vested related to non-employee directors.

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$ Compensation expense (included in Cost of sales) Compensation expense, Total$ $ Fair value of units vested Intrinsic value of units vested

The actual tax benefit realized for the tax deduction from RSUs was approximately $ million and $ million in the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $ million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of years.

Historically we issued stock options to our employees and non-employee directors. We did not issue stock options between 2019 and 2022. Stock options were reinstituted in 2023 and valued based on the Black-Scholes model and generally vest ratably over and expire years after grant.

The Company uses historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the stock awards plans were $ and $ per share during the first six months of 2025 and 2024, respectively.

% %Expected Stock Price Volatility % %Risk-free Interest Rate % %Expected Life of Option (years)

$ Granted Exercised() Forfeited or expired() Outstanding at June 30, 2025 $ Exercisable at June 30, 2025 $ Weighted-Average Remaining Contractual Term (Years):Outstanding at June 30, 2025Exercisable at June 30, 2025Aggregate Intrinsic Value:Outstanding at June 30, 2025$ Exercisable at June 30, 2025$

Intrinsic Value of Options Exercised During the Six Months Ended:

June 30, 2025$ June 30, 2024$

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$ Compensation expense (included in Cost of sales) Compensation expense, Total$ $ Compensation expense, net of tax Grant date fair value of options vested

The increase in stock option expense is due to the newly issued options as discussed above. Cash received from option exercises for the six months ended June 30, 2025 and 2024 was approximately $ million and $ million, respectively. The actual tax benefit realized for the tax deduction from option exercises was approximately $ million and $ million in the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, there was $ million of total unrecognized compensation cost relating to stock option awards which is expected to be recognized over a weighted-average period of years.

NOTE 15 –

$ $ $ Average equivalent sharesShares of common stock Effect of dilutive stock-based compensationStock options — — Restricted stock — — Total average equivalent shares Net income per share$ $ $ $

Six Months Ended

June 30, 2025

June 30, 2024

Diluted

Basic

Diluted

Basic

Consolidated operations

Income available to common stockholders

Average equivalent shares

Shares of common stock

Effect of dilutive stock-based compensation

Stock options

—

Restricted stock

—

Total average equivalent shares

Net income per share

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NOTE 16 –

reporting segments. 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. Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Aptar Beauty segment. Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and healthcare markets form our Aptar Closures segment. Aptar Pharma and Aptar Beauty are named for the markets they serve with multiple product platforms, while Aptar Closures is named primarily for a single product platform that serves all available markets.

The accounting policies of the segments are the same as those described in Part II, Item 8, Note 1 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024. Our chief operating decision maker, ("CODM") is our President and Chief Executive Officer, Stephan Tanda. Our CODM is provided operating reports from each of our reportable segments which include or can be used to easily derive significant segment expenses identified as selling, research & development and administrative expenses and cost of sales by segment. Additionally, the other segment items is primarily comprised of foreign currency gains or losses from operations and other non-operating activity. Our CODM evaluates performance of our reporting segments and allocates resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, 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 provides useful information regarding the performance of each segment as it reflects the profitability and performance of each segment on a consistent and comparable basis, and our CODM considers budget-to-actual variances on a monthly basis when making decisions supporting capital resource allocation, including in connection with development, acquisition and disposition activities in each segment.

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$ $ $ Aptar Beauty Aptar Closures Total Sales$ $ $ $ Less: Intersegment Sales:Aptar Pharma$ $ $ $ Aptar Beauty Aptar Closures Total Intersegment Sales$ $ $ $ Net Sales:Aptar Pharma$ $ $ $ Aptar Beauty Aptar Closures Net Sales$ $ $ $ Less:Cost of Sales (exclusive of depreciation and amortization):Aptar Pharma Aptar Beauty Aptar Closures Selling, Research & Development and Administrative:Aptar Pharma Aptar Beauty Aptar Closures Other Segment Items:Aptar Pharma ()()()Aptar Beauty()()()()Aptar Closures()()()()Adjusted EBITDA (1):Aptar Pharma$ $ $ $ Aptar Beauty Aptar Closures Adjusted EBITDA for Reportable Segments$ $ $ $ Corporate & Other, unallocated()()()()Acquisition-related costs (2)()()()()Restructuring Initiatives (3)()()()()Net unrealized investment gain (loss) (4) () Depreciation and amortization()()()()Interest Expense()()()()Interest Income Income before Income Taxes$ $ $ $

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$ $ $ Aptar Beauty Aptar Closures Depreciation and Amortization for Reportable Segments Corporate & Other Depreciation and Amortization$ $ $ $

________________________________________________

(1)We evaluate performance of our reporting segments and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined 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.

(2)Acquisition-related costs include transaction costs (and purchase accounting adjustments related to acquisitions and investments).

(3)

$ $ $ Prior year initiatives ()Total Restructuring Initiatives$ $ $ $ Restructuring Initiatives by Segment:Aptar Pharma$ $ $ $ Aptar Beauty Aptar Closures Corporate & Other() Total Restructuring Initiatives$ $ $ $

(4)Net unrealized investment gain (loss) represents the change in fair value of our investment in PCT (see Note 17 – Investment in Equity Securities for further details).

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NOTE 17 –

$ BTY Sonmol Desotec GmbH Other Investments:PureCycle YAT Loop Others $ $

Equity Method Investments

Goldrain

On October 22, 2024, we acquired % of the equity interests in Ningbo Jinyu Technology Industry Co., Ltd., doing business as Goldrain, (referred to as “Goldrain”), a leading manufacturer of dispensing technologies in China for an approximate purchase price of $ million. Goldrain is a leading manufacturer specialized in developing and producing packages for skin care, cosmetic, household, cleaning, personal care and perfumery products.

BTY

On January 1, 2020, we acquired % of the equity interests in related companies: Suzhou Hsing Kwang, Suqian Hsing Kwang and Suzhou BTY (collectively referred to as “BTY”) for an approximate purchase price of $ million. We have a call option to acquire an additional % to % of BTY’s equity interests following the initial lock-up period of years based on a predetermined formula. Subsequent to the second lock-up period, which ends years after the initial lock-up period, we have a call option to acquire the remaining equity interests of BTY based on a predetermined formula. Additionally, the selling shareholders of BTY have a put option for the remaining equity interest to be acquired by Aptar based on a predetermined formula. The BTY entities are leading Chinese manufacturers of high quality, decorative metal components, metal-plastic sub-assemblies, and complete color cosmetics packaging solutions for the beauty industry. For the six months ended June 30, 2025 and June 30, 2024, we had purchases of $ million and $ million, respectively, from BTY. As of June 30, 2025 and December 31, 2024, approximately $ million and $ million, respectively, was due to BTY and included in accounts payable, accrued and other liabilities on our Condensed Consolidated Balance Sheets.

On June 12, 2025, we signed an Equity Transfer Agreement with the selling shareholders to exercise our call option to acquire an additional % of BTY's equity interests for an estimated purchase price of $ million. The transaction closed on July 28, 2025, subject to customary closing conditions. As a result of this acquisition, we anticipate a remeasurement of our previously held minority equity interest in BTY at fair value resulting in a non-cash gain of approximately $ million during the third quarter of 2025. Due to the timing of the acquisition, the initial purchase accounting is not yet complete and will be included in the third quarter Form 10-Q filing. The business will be consolidated into our Beauty segment during the third quarter Form 10-Q filing.

Sonmol

On April 1, 2020, we invested $ million to acquire % of the equity interests in Healthcare, Inc., Shanghai Sonmol Internet Technology Co., Ltd. and its subsidiary, Shanghai Sonmol Medical Equipment Co., Ltd. (collectively referred to as “Sonmol”). Sonmol is a leading Chinese pharmaceutical company that provides consumer electric devices and connected devices for asthma control.

Desotec GmbH

During 2009, we invested € thousand to acquire % of the equity interests in Desotec GmbH, a leading manufacturer of specialty assembly machines for bulk processing for the pharmaceutical, beauty and closures markets.

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million in preferred equity investments in Loop, a sustainability company.

In prior years, we also invested, through a series of transactions, $ million in PureCycle and received $ million of equity in exchange for our resource dedication for technological partnership and support. In March 2021, PureCycle became a publicly-traded company and listed its common stock on Nasdaq under the ticker symbol “PCT,” At that time, our investment in PureCycle was converted into shares of common stock of PCT resulting in less than a % ownership interest. This investment is now recorded at fair value based on observable market prices for identical assets and the change in fair value is recorded as a net investment gain or loss in the Condensed Consolidated Statements of Income.

shares were sold during 2024 or 2025 related to PCT. On April 26, 2024, we received $ million of equity in exchange for our resource dedication for technological partnership and support.

$()$ $

On July 7, 2021, we invested approximately $ million to acquire % of the equity interests in YAT, a multi-functional, science-driven online skincare solutions company.

indications of impairment noted in the six months ended June 30, 2025 and 2024 related to these investments.

NOTE 18 –

million and $ million, respectively, of restructuring costs related to our initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and six months ended June 30, 2024, we recognized $ million and $ million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of June 30, 2025 was $ million. $ $()$ $ Professional fees and other costs () Totals$ $ $()$ $

As of June 30, 2024, we have recorded the following activity associated with our optimization initiatives:

Beginning Reserve at December 31,
2023

Net Charges for the Six Months Ended June 30, 2024

Cash Paid

Interest and
FX Impact

Ending Reserve at June 30, 2024

Employee severance

()

Professional fees and other costs

()

Totals

()

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR AS OTHERWISE INDICATED)

RESULTS OF OPERATIONS


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	62.0		62.4		62.1		63.0
Selling, research & development and administrative	15.6		16.4		16.5		16.6
Depreciation and amortization	7.2		7.1		7.3		7.1
Restructuring initiatives	0.2		0.3		0.2		0.3
Operating income	15.0		13.8		13.9		13.0
Interest expense	(1.1)		(1.1)		(1.2)		(1.1)
Other expense	0.6		0.3		0.6		0.3
Income before income taxes	14.5		13.0		13.3		12.2
Net Income	11.6		9.9		10.3		9.5
Effective tax rate	20.0	%	23.5	%	22.5	%	22.1	%
Adjusted EBITDA margin (1)	22.6	%	21.2	%	21.7	%	20.4	%

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(1)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”

NET SALES

We reported net sales of $966.0 million for the quarter ended June 30, 2025, which represents a 6% increase compared to $910.1 million reported during the second quarter of 2024. The U.S. dollar weakened against most European currencies but strengthened against most Latin American currencies, resulting in a positive 3% currency translation impact at the consolidated level. Current year acquisitions did not impact the consolidated sales increase. Therefore, core sales, which excludes acquisitions and changes in foreign currency rates, increased by 3% in the second quarter of 2025 compared to the same period in 2024. All three segments contributed to our core sales increase during the second quarter of 2025.


Second Quarter 2025 Net Sales Change over Prior Year	Aptar Pharma		Aptar Beauty		Aptar Closures		Total
Reported Net Sales Growth	7	%	4	%	8	%	6	%
Currency Effects (1)	(4)	%	(2)	%	(1)	%	(3)	%
Acquisitions	—	%	(1)	%	—	%	—	%
Core Sales Growth	3	%	1	%	7	%	3	%

Reported net sales for the first six months of 2025 increased 2% to $1.85 billion compared to $1.83 billion for the first six months of 2024. Neither changes in foreign currency exchange rates nor acquisitions significantly impacted our consolidated results during the first six months of 2025. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, also increased 2% for the first six months of 2025 compared to the same period in 2024. Volume growth in our Aptar Pharma and Aptar Closures segments more than compensated for slightly lower results in our Aptar Beauty segment.


Six Months Ended June 30, 2025 Net Sales Change over Prior Year	Aptar Pharma		Aptar Beauty		Aptar Closures		Total
Reported Net Sales Growth	4	%	(1)	%	2	%	2	%
Currency Effects (1)	(1)	%	—	%	1	%	—	%
Acquisitions	—	%	—	%	—	%	—	%
Core Sales Growth	3	%	(1)	%	3	%	2	%

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(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

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The following table sets forth, for the periods indicated, net sales by geographic location based on shipped to locations:


	Three Months Ended June 30,								Six Months Ended June 30,
	2025		% of Total		2024		% of Total		2025		% of Total		2024		% of Total

Domestic	$	309,749	32	%	$	289,820	32	%	$	592,206	32	%	$	567,723	31	%
Europe	475,995		49	%	450,127		49	%	914,641		49	%	924,519		51	%
Latin America	76,142		8	%	77,791		9	%	148,656		8	%	149,873		8	%
Asia	104,123		11	%	92,325		10	%	197,811		11	%	183,396		10	%

For discussion regarding net sales by reporting segment, please refer to the analysis of segment net sales and segment Adjusted EBITDA on the following pages.

COST OF SALES (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION SHOWN BELOW)

Cost of sales (“COS”) as a percentage of net sales decreased to 62.0% in the second quarter of 2025 compared to 62.4% in the second quarter of 2024. Our COS percentage was positively impacted by an improved mix of our higher-margin Pharma product sales and royalties compared to the same period in 2024. We also benefited from improved operational performance and cost management initiatives, which offset an increase in input costs.

For the first six months of 2025, COS as a percentage of net sales decreased to 62.1% compared to 63.0% 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 improved operational performance and savings from our cost management initiatives discussed above.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by approximately $1.8 million to $151.1 million in the second quarter of 2025 compared to $149.3 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A decreased by approximately $1.8 million in the quarter mainly as a result of our cost optimization efforts. Also, higher bad debt costs due to a reversal of a specific customer reserve in the 2024 period were more than compensated by lower costs to evaluate potential acquisition targets in the 2025 period. SG&A as a percentage of net sales decreased to 15.6% in the second quarter of 2025 compared to 16.4% in the same period in 2024.

Our SG&A expenses increased by approximately $4.3 million to $306.4 million in the first six months of 2025 compared to $302.1 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $4.0 million in the first six months of 2025 compared to the first six months of 2024. Bad debt and compensation cost increases more than offset the lower acquisition evaluation costs during 2025. SG&A as a percentage of net sales decreased slightly to 16.5% in the first six months of 2025 compared to 16.6% in the same period in 2024.

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased by approximately $4.9 million to $69.9 million in the second quarter of 2025 compared to $65.0 million during the same period in 2024. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $3.3 million in the second quarter of 2025 compared to the same period a year ago. This increase is due to higher capital investments made during the prior years to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.2% in the second quarter of 2025 compared to 7.1% in the same period of the prior year.

Depreciation and amortization expenses increased by approximately $6.2 million to $135.6 million in the first six months of 2025 compared to $129.3 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $6.3 million in the first six months of 2025 compared to the same period a year ago. As discussed above, this increase is due to higher capital investments made during the prior years to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.3% in the first six months of 2025 compared to 7.1% in the same period of the prior year.

RESTRUCTURING INITIATIVES

For the three and six months ended June 30, 2025, we recognized $1.6 million and $3.6 million, respectively of restructuring costs related to our initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and six months ended June 30, 2024, we recognized $2.3 million and $5.8 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of June 30, 2025 was $68.3 million.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Restructuring Initiatives by Plan:
Optimization initiative	$	1,579	$	2,315	$	3,621	$	5,812
Prior year initiatives	—		—		—		(17)
Total Restructuring Initiatives	$	1,579	$	2,315	$	3,621	$	5,795

Restructuring Initiatives by Segment:
Aptar Pharma	$	68	$	65	$	258	$	89
Aptar Beauty	626		1,199		1,021		3,909
Aptar Closures	890		893		2,242		1,653
Corporate & Other	(5)		158		100		144
Total Restructuring Initiatives	$	1,579	$	2,315	$	3,621	$	5,795

OPERATING INCOME

Operating income increased approximately $18.4 million to $144.4 million in the second quarter of 2025 compared to $126.0 million in the same period a year ago. Excluding changes in foreign currency rates, operating income increased by approximately $14.1 million in the quarter compared to the same period a year ago mainly due to sales growth in our Aptar Pharma and Aptar Closures segments along with improved operational performance and cost management initiatives. Operating income as a percentage of net sales increased to 15.0% in the second quarter of 2025 compared to 13.8% in the prior year period.

For the first six months of 2025, operating income increased by approximately $19.7 million to $257.8 million compared to $238.1 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income increased by approximately $19.3 million in the first six 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. Operating income as a percentage of net sales increased to 13.9% in the first six months of 2025 compared to 13.0% for the same period in the prior year.

INTEREST EXPENSE

Interest expense increased approximately $0.8 million to $10.9 million in the second quarter of 2025 compared to $10.1 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 variable interest rates between 2.98% and 5.83%.

Interest expense increased $2.0 million to $22.2 million in the first six months of 2025 compared to $20.2 million during the same period in 2024. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details.

NET OTHER INCOME (EXPENSE)

Net other income increased $3.9 million to $6.2 million in the second quarter of 2025 from $2.3 million in the same period of the prior year. We realized strong returns from our equity method investments of $2.1 million and also recorded a $2.2 million increase in the value of our PureCycle investment over the prior year period.

Net other income increased $5.4 million to $10.1 million of income for the six months ended June 30, 2025 from $4.7 million of income in the same period of the prior year. This increase is mainly due to approximately $4.5 million in higher equity results from affiliates.

PROVISION FOR INCOME TAXES

The effective tax rate for the three months ended June 30, 2025 and 2024 was 20.0% and 23.5% respectively. The effective tax rate for the three months ended June 30, 2025 reflects a deferred tax benefit of $8.3 million resulting from the release of a valuation allowance, and greater tax benefits from share-based compensation. The release of the valuation allowance reflects profitable results in locations that previously operated with tax losses. The effective tax rate for the six months ended June 30, 2025 and 2024 was 22.5% and 22.1%, respectively. The effective tax rate for the six months ended June 30, 2025 includes tax benefits from the valuation allowance release and from share-based compensation, offset by a one-time French surtax. The tax rate for 2024 reflects tax incentives in certain non-US jurisdictions from intellectual property development activities and a similar amount of tax benefits from share-based compensation.

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NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup, Inc. of $111.7 million and $190.5 million in the three and six months ended June 30, 2025, respectively, compared to $90.5 million and $173.6 million for the same periods in the prior year.

APTAR PHARMA SEGMENT

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.


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024

Net Sales	$	442,589		$	414,533		$	852,056		$	821,826
Adjusted EBITDA (1)	156,831			141,488			299,281			273,666
Adjusted EBITDA margin (1)	35.4		%	34.1		%	35.1		%	33.3		%

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(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.”

Net sales for the Aptar Pharma segment increased 7% in the second quarter of 2025 to $442.6 million compared to $414.5 million in the second quarter of 2024. Changes in currencies positively affected net sales by 4%. Therefore, core sales increased by 3% in the second quarter of 2025 compared to the second 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 8% on strong demand for our products used on emergency medicines and asthma, COPD applications along with $3.3 million in higher customer royalties. The 14% core sales decline in the consumer health care market was mainly driven by softer nasal decongestant, nasal saline and cough and cold volumes. Sales of our products and services to the injectables market increased 9% on strong GLP-1 component sales, while active material science solutions increased 11% mainly on strong active film sales growth. Digital Health currently does not represent a significant percentage of the total Pharma sales.


Second Quarter 2025 Net Sales Change over Prior Year	Prescription Drug		Consumer Health Care		Injectables		Active Material Science Solutions		Digital Health		Total
Reported Net Sales Growth	11	%	(10)	%	13	%	12	%	9	%	7	%
Currency Effects (1)	(3)	%	(4)	%	(4)	%	(1)	%	(3)	%	(4)	%

Core Sales Growth	8	%	(14)	%	9	%	11	%	6	%	3	%

Net sales for the first six months of 2025 increased by approximately 4% to $852.1 million compared to $821.8 million in the first six months of 2024. Changes in currency rates negatively impacted net sales by 1% during the first six months of 2025. Therefore, core sales increased by 3% in the first six 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 9% on continued strong demand for our central nervous system and emergency medicine solutions along with higher revenues received from customer royalties. Core sales in the consumer health care market decreased 12% 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 1% 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 11% mainly on higher demand for our active film and diabetes protection technologies. Digital Health currently does not represent a significant percentage of the total Pharma sales.

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Six Months Ended June 30, 2025 Net Sales Change over Prior Year	Prescription Drug		Consumer Health Care		Injectables		Active Material Science Solutions		Digital Health		Total
Reported Net Sales Growth	10	%	(11)	%	1	%	11	%	13	%	4	%
Currency Effects (1)	(1)	%	(1)	%	—	%	—	%	(1)	%	(1)	%

Core Sales Growth	9	%	(12)	%	1	%	11	%	12	%	3	%

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(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Adjusted EBITDA in the second quarter of 2025 increased 11% to $156.8 million compared to $141.5 million in the same period of the prior year. This increase was mainly due to the profitability of strong prescription drug, injectables and active material science solutions sales growth along with the higher customer royalties and improved operational performance. As a result, our Adjusted EBITDA margin improved to 35.4% in the second quarter of 2025 from 34.1% in the second quarter of 2024.

Adjusted EBITDA in the first six months of 2025 increased 9% to $299.3 million compared to $273.7 million in the same period of the prior year. This increase was mainly due to the strong core sales growth in prescription and active material solutions along with higher royalty income as discussed above. Overall, our Adjusted EBITDA margin improved to 35.1% in the first six months of 2025 compared to 33.3% in the first six months of 2024.

APTAR BEAUTY SEGMENT

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024

Net Sales	$	334,849		$	321,487		$	640,556		$	648,807
Adjusted EBITDA (1)	47,073			44,638			84,211			85,772
Adjusted EBITDA margin (1)	14.1		%	13.9		%	13.1		%	13.2		%

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Reported net sales for the quarter ended June 30, 2025 increased 4% to $334.8 million compared to $321.5 million in the second quarter of the prior year. Changes in currency rates and acquisitions positively impacted net sales by 2% and 1%, respectively, in the second quarter of 2025. Therefore, core sales increased 1% in the second quarter of 2025 compared to the same quarter of the prior year, mainly on stronger tooling sales. Core sales to the beauty market decreased 4% as strong sales to our mass fragrance customers could not compensate for lower sales of skincare applications for the indie brand market as well as softer demand for our prestige fragrance dispensing technologies as customers plan around current tariff-related uncertainties. Personal care improved by 11% on strong sales of our hair care and body and skin care applications, while home care core sales were flat.


Second Quarter 2025 Net Sales Change over Prior Year	Personal Care		Beauty		Home Care		Total
Reported Net Sales Growth	12	%	(2)	%	19	%	4	%
Currency Effects (1)	(2)	%	(2)	%	(1)	%	(2)	%
Acquisitions	1	%	—	%	(18)	%	(1)	%
Core Sales Growth	11	%	(4)	%	—	%	1	%

For the first six months of 2025, reported net sales of $640.6 million decreased 1% compared to $648.8 million reported in the first six months of the prior year. Changes in currency rates did not have a significant impact on the 2025 results. Therefore, core sales also decreased 1% in the first six months of 2025 compared to the same period in the prior year. Sales gains in North America, Latin America and Asia could not compensate for lower European and specialty skincare applications for the indie brand market. Core sales of our products to the beauty market decreased 7% during the first six months of 2025 due to softer European demand for our prestige fragrance technologies and facial skin care products. However, personal care core sales improved 10% over the prior year on higher sales of our hair care and body and skin care products. Also, core sales of our home care market products improved 7% on higher demand from our customers selling air care and surface cleaning products.

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Six Months Ended June 30, 2025 Net Sales Change over Prior Year	Personal Care		Beauty		Home Care		Total
Reported Net Sales Growth	9	%	(8)	%	16	%	(1)	%
Currency Effects (1)	1	%	1	%	1	%	—	%
Acquisitions	—	%	—	%	(10)	%	—	%
Core Sales Growth	10	%	(7)	%	7	%	(1)	%

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(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

Adjusted EBITDA in the second quarter of 2025 increased 5% to $47.1 million compared to $44.6 million in the same period in the prior year. This is primarily attributable to higher tooling sales mentioned above. We also benefited from improved operational performance and the performance of our equity method investments along with improvements realized from our cost management initiatives during the second quarter of 2025. These improvements led to our Adjusted EBITDA margin increasing from 13.9% in the second quarter of 2024 to 14.1% during the second quarter of 2025.

Adjusted EBITDA in the first six months of 2025 decreased 2% to $84.2 million compared to $85.8 million reported in the same period in the prior year. Improved results from our equity method investments and savings realized from our cost improvement initiatives could not fully offset the lower beauty and indie brand skin care volumes mentioned above. Therefore, our Adjusted EBITDA margin declined slightly from 13.2% in the first six months of 2024 to 13.1% during the first six months of 2025.

APTAR CLOSURES SEGMENT

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024

Net Sales	$	188,571		$	174,043		$	360,702		$	354,878
Adjusted EBITDA (1)	31,883			27,118			59,143			54,279
Adjusted EBITDA margin (1)	16.9		%	15.6		%	16.4		%	15.3		%

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Reported sales for the quarter ended June 30, 2025 increased approximately 8% to $188.6 million compared to $174.0 million in the second quarter of the prior year. Changes in currency rates positively impacted net sales by 1%. Therefore, core sales for the second quarter of 2025 increased approximately 7% from the same quarter of the prior year. The majority of the increase during the current quarter is due to higher product sales in our food and beverage markets. Sales to the food market increased 13% on higher sales of our dispensing closures across a number of applications including sauces and condiments, food service, salad dressing and spreads, jellies and honey. The 7% increase in beverage market sales was mainly due to higher sales of our closures on functional drink products. Personal care sales declined 4% mainly due to lower tooling sales, while other sales increased 1% on higher sales of our laundry and dish care products.


Second Quarter 2025 Net Sales Change over Prior Year	Food		Beverage		Personal Care		Other (2)		Total
Reported Net Sales Growth	14	%	8	%	(4)	%	4	%	8	%
Currency Effects (1)	(1)	%	(1)	%	—	%	(3)	%	(1)	%

Core Sales Growth	13	%	7	%	(4)	%	1	%	7	%

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Net sales for the first six months of 2025 increased approximately 2% to $360.7 million compared to $354.9 million in the first six months of 2024. Changes in currency rates negatively impacted net sales by 1%. Therefore, core sales increased approximately 3% in the first six months of 2025 compared to the same period in the prior year. During the first six months of 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. While core product sales to our food and beverage markets each increased 7% and 4% respectively, both were negatively impacted by 2% lower tooling sales compared to the first six months of 2024. For the food market, we reported strong product sales of our closures for salad dressing, spread, jellies and honey, granulars and powders and Asian sauce products. Core sales to our beverage customers during the first six months of 2025 increased on improving functional drink application sales. Personal care core sales declined on lower tooling and sales of our hair care solutions while the other markets improved by 3% on stronger sales of our laundry and dish care products.


Six Months Ended June 30, 2025 Net Sales Change over Prior Year	Food		Beverage		Personal Care		Other (2)		Total
Reported Net Sales Growth	6	%	3	%	(11)	%	4	%	2	%
Currency Effects (1)	1	%	1	%	2	%	(1)	%	1	%

Core Sales Growth	7	%	4	%	(9)	%	3	%	3	%

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(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.

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

Adjusted EBITDA in the second quarter of 2025 increased 18% to $31.9 million compared to $27.1 million reported in the same period of the prior year. Sales growth, along with operational improvements, utilization improvements and cost containment initiatives drove the improvement during the current quarter. Therefore, our Adjusted EBITDA margin improved from 15.6% in the second quarter of 2024 to 16.9% during the second quarter of 2025.

Adjusted EBITDA in the first six months of 2025 increased 9% to $59.1 million compared to $54.3 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. This led to our Adjusted EBITDA margin improving from 15.3% in the first six months of 2024 to 16.4% during the first six months of 2025.

CORPORATE & OTHER

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 along with certain equity method investments which are not allocated directly to our reporting segments.

For the quarter ended June 30, 2025, Corporate & Other costs decreased to $17.4 million from $20.5 million in the second quarter of 2024. Improved performance of certain equity method investments along with lower costs to evaluate potential acquisition targets in 2025 lead to the current quarter improvement compared to the prior year period.

For the first six months of 2025 Corporate & Other costs decreased to $40.9 million compared to $42.1 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 mentioned above, which more than offset higher incentive compensation costs, including higher accrual rates for certain equity compensation programs.

NON-U.S. GAAP MEASURES

In addition to the information presented herein that conforms to U.S. GAAP, we also present 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 better period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect our 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 unaudited Condensed 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 measures to arrive at these non-U.S. GAAP financial measures.

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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, our 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.

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

We provide a reconciliation of Net Debt to Net Capital as a non-U.S. GAAP measure. “Net Debt” is calculated as interest-bearing debt less cash and equivalents and short-term investments while “Net Capital” is calculated as stockholders’ equity plus Net Debt. Net Debt to Net Capital measures a company’s financial leverage, which gives users an idea of a company's financial structure, or how it is financing its operations, along with insight into its financial strength. We believe that it is meaningful to take into consideration the balance of our cash, cash equivalents and short-term investments when evaluating our leverage. If needed, such assets could be used to reduce our gross debt position.

Finally, we provide a reconciliation of free cash flow as a non-U.S. GAAP measure. Free cash flow is calculated as cash provided by operating activities less capital expenditures plus proceeds from government grants related to capital expenditures. We use free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. We believe that it is meaningful to investors in evaluating our financial performance and measuring our ability to generate cash internally to fund our initiatives.

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	Three Months Ended
	June 30, 2025

	Consolidated			Aptar Pharma			Aptar Beauty			Aptar Closures			Corporate & Other		Net Interest
Net Sales	$	966,009		$	442,589		$	334,849		$	188,571		$	—	$	—

Reported net income	$	111,732
Reported income taxes	27,982
Reported income before income taxes	139,714			122,594			24,628			17,546			(16,084)		(8,970)
Adjustments:
Restructuring initiatives	1,579			68			626			890			(5)

Net investment gain	(2,102)												(2,102)

Transaction costs related to acquisitions	344			—			344			—			—

Adjusted earnings before income taxes	139,535			122,662			25,598			18,436			(18,191)		(8,970)
Interest expense	10,850														10,850
Interest income	(1,880)														(1,880)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	148,505			122,662			25,598			18,436			(18,191)		—
Depreciation and amortization	69,904			34,169			21,475			13,447			813

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	218,409		$	156,831		$	47,073		$	31,883		$	(17,378)	$	—

Reported net income margin (Reported net income / Reported Net Sales)	11.6		%
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	22.6		%	35.4		%	14.1		%	16.9		%

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	Three Months Ended
	June 30, 2024

	Consolidated			Aptar Pharma			Aptar Beauty			Aptar Closures			Corporate & Other		Net Interest
Net Sales	$	910,063		$	414,533		$	321,487		$	174,043		$	—	$	—

Reported net income	$	90,458
Reported income taxes	27,788
Reported income before income taxes	118,246			111,814			22,773			11,971			(21,353)		(6,959)
Adjustments:
Restructuring initiatives	2,315			65			1,199			893			158

Net investment loss	140												140

Transaction costs related to acquisitions	140			—			140			—			—

Adjusted earnings before income taxes	120,841			111,879			24,112			12,864			(21,055)		(6,959)
Interest expense	10,061														10,061
Interest income	(3,102)														(3,102)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	127,800			111,879			24,112			12,864			(21,055)		—
Depreciation and amortization	64,968			29,609			20,526			14,254			579

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	192,768		$	141,488		$	44,638		$	27,118		$	(20,476)	$	—

Reported net income margin (Reported net income / Reported Net Sales)	9.9		%
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	21.2		%	34.1		%	13.9		%	15.6		%

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	Six Months Ended
	June 30, 2025

	Consolidated			Aptar Pharma			Aptar Beauty			Aptar Closures			Corporate & Other		Net Interest
Net Sales	$	1,853,314		$	852,056		$	640,556		$	360,702		$	—	$	—

Reported net income	$	190,395
Reported income taxes	55,334
Reported income before income taxes	245,729			233,706			41,309			29,879			(41,658)		(17,507)
Adjustments:
Restructuring initiatives	3,621			258			1,021			2,242			100

Net investment gain	(1,006)												(1,006)

Transaction costs related to acquisitions	344			—			344			—			—

Adjusted earnings before income taxes	248,688			233,964			42,674			32,121			(42,564)		(17,507)
Interest expense	22,201														22,201
Interest income	(4,694)														(4,694)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	266,195			233,964			42,674			32,121			(42,564)		—
Depreciation and amortization	135,551			65,317			41,537			27,022			1,675

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	401,746		$	299,281		$	84,211		$	59,143		$	(40,889)	$	—

Reported net income margin (Reported net income / Reported Net Sales)	10.3		%
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	21.7		%	35.1		%	13.1		%	16.4		%

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	Six Months Ended
	June 30, 2024

	Consolidated			Aptar Pharma			Aptar Beauty			Aptar Closures			Corporate & Other		Net Interest
Net Sales	$	1,825,511		$	821,826		$	648,807		$	354,878		$	—	$	—

Reported net income	$	173,391
Reported income taxes	49,173
Reported income before income taxes	222,564			215,166			39,969			24,841			(43,176)		(14,236)
Adjustments:
Restructuring initiatives	5,795			89			3,909			1,653			144

Net investment gain	(452)												(452)

Transaction costs related to acquisitions	140			—			140			—			—

Adjusted earnings before income taxes	228,047			215,255			44,018			26,494			(43,484)		(14,236)
Interest expense	20,236														20,236
Interest income	(6,000)														(6,000)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	242,283			215,255			44,018			26,494			(43,484)		—
Depreciation and amortization	129,317			58,411			41,754			27,785			1,367

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	371,600		$	273,666		$	85,772		$	54,279		$	(42,117)	$	—

Reported net income margin (Reported net income / Reported Net Sales)	9.5		%
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	20.4		%	33.3		%	13.2		%	15.3		%


Net Debt to Net Capital Reconciliation	June 30,			December 31,
	2025			2024

Revolving credit facility and overdrafts	$	264,659		$	176,035
Current maturities of long-term obligations, net of unamortized debt issuance costs	286,864			162,250
Long-Term Obligations, net of unamortized debt issuance costs	535,054			688,066
Total Debt	1,086,577			1,026,351
Less:
Cash and equivalents	161,728			223,844
Short-term investments	8,037			2,337
Net Debt	$	916,812		$	800,170

Total Stockholders' Equity	$	2,717,814		$	2,485,924
Net Debt	916,812			800,170
Net Capital	$	3,634,626		$	3,286,094

Net Debt to Net Capital	25.2		%	24.4		%

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Free Cash Flow Reconciliation
Six Months Ended June 30,	2025		2024

Net Cash Provided by Operations	$	208,700	$	235,912
Capital Expenditures	(120,287)		(143,866)
Proceeds from Government Grants	3,308		—
Free Cash Flow	$	91,721	$	92,046

FOREIGN CURRENCY

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 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 six months ended June 30, 2025, the U.S. dollar was weaker compared to all currencies except Latin America currencies, Chinese yuan, Indian rupee and Indonesia rupiah. This resulted in an additive impact on our translated results during the second quarter of 2025 when compared to the second quarter of 2024.

QUARTERLY TRENDS

Our results of operations in the fourth quarter of the year are typically negatively impacted by customer plant shutdowns in December. Several of the markets we serve are impacted by the seasonality of underlying consumer products. This, in turn, may have an impact on our net sales and results of operations for those markets. The diversification of our product portfolio minimizes fluctuations in our overall quarterly financial statements and results in an immaterial seasonality impact on our Condensed Consolidated Financial Statements when viewed quarter over quarter.

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 June 30, 2025, our estimated stock-based compensation expense on a pre-tax basis for the year 2025 compared to 2024 is as follows:


	2025		2024
First Quarter	$	19,193	$	18,276
Second Quarter	8,813		9,277
Third Quarter (estimated for 2025)	9,998		10,409
Fourth Quarter (estimated for 2025)	10,117		9,688
	$	48,121	$	47,650

LIQUIDITY AND CAPITAL RESOURCES

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.

Cash and equivalents and restricted cash decreased to $161.7 million at June 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 $1.09 billion at June 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 25.2% at June 30, 2025 from 24.4% at December 31, 2024. See the reconciliation under “Non-U.S. GAAP Measures.”

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In the first six months of 2025, our operations provided approximately $208.7 million in net cash flow compared to $235.9 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 $126.1 million in cash for investing activities during the first six months of 2025 compared to $145.0 million during the same period a year ago. Our investment in capital projects decreased $26.9 million during the first six months of 2025 compared to the first six months of 2024 as we completed larger projects that had higher spend in the prior year.

Financing activities used $162.0 million in cash during the first six months of 2025 compared to $89.0 million in cash used by financing activities during the same period a year ago. The increased use of cash in the first six months of 2025 is primarily related to $132.9 million of additional treasury stock purchases as compared to the prior year and $17.2 million less of proceeds from stock option exercises.

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 June 30, 2025.

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 June 30, 2025, we had utilized $111.5 million and €130 million ($153.1 million) under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

There are no compensating balance requirements associated with our amended revolving credit facility. Each borrowing under the revolving credit facility will bear interest at rates based on SOFR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The amended revolving credit facility also provides mechanics relating to a transition away from designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the amended revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the amended revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. Credit facility balances are included in revolving credit facility and overdrafts on the Condensed Consolidated Balance Sheets.

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 June 30, 2025, $141.1 million was utilized under the Term Loan facility.

Our amended revolving credit facility and corporate long-term obligations require us to satisfy certain financial and other covenants including:


	Requirement	Level at June 30, 2025
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	1.19 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	17.40 to 1.00

__________________________________________________________

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

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

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

On July 10, 2025, the Board of Directors declared a quarterly cash dividend of $0.45 per share payable on August 14, 2025 to stockholders of record as of July 24, 2025.

Our foreign operations have historically met cash requirements with the use of internally generated cash or uncommitted short-term borrowings. We also have committed financing arrangements in both the U.S. and the UK as detailed above. We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances.

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CONTINGENCIES

The Company, in the normal course of business, is subject to a number of lawsuits and claims both actual and potential in nature. Please refer to Note 12 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for a discussion of contingencies affecting our business.

RECENTLY ISSUED ACCOUNTING STANDARDS

We have reviewed the recently issued ASUs to the FASB’s Accounting Standards Codification that have future effective dates. Standards that have been adopted during 2025 are discussed in Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.

OUTLOOK

We expect earnings per share for the third quarter of 2025, excluding any restructuring expenses, changes in the fair value of equity investments and acquisition costs, to be in the range of $1.53 to $1.61 and this guidance is based on an effective tax rate range of 20.5% to 22.5%. Our total 2025 estimated cash outlays for capital expenditures net of government grant proceeds are expected to be approximately $270 million to $290 million.

FORWARD-LOOKING STATEMENTS

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 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:

•geopolitical conflicts worldwide including the ongoing conflict in Ukraine with the Russian military and the resulting indirect impact on demand from our customers selling their products into these countries, and certain supply chain disruptions;

•cybersecurity threats against our systems and/or service providers that could impact our networks and reporting systems;

•the availability of raw materials and components (particularly from sole-sourced suppliers for some of our Pharma solutions) as well as the financial viability of these suppliers;

•our ability to protect and defend our intellectual property rights, as well as litigation involving intellectual property rights;

•the outcome of any legal proceeding that has been or may be instituted against us and others;

•lower demand and asset utilization due to an economic recession either globally or in key markets we operate within;

•economic conditions worldwide, including inflationary conditions and potential deflationary conditions in other regions we rely on for growth;

•competition, including technological advances;

•significant tariffs and other restrictions on foreign imports imposed by the U.S. and related countermeasures are taken by impacted foreign countries;

•the execution of our fixed cost reduction initiatives, including our optimization initiative;

•our ability to successfully implement facility expansions and new facility projects;

•fluctuations in the cost of materials, components, transportation cost as a result of supply chain disruptions and labor shortages, and other input costs;

•significant fluctuations in foreign currency exchange rates or our effective tax rate;

•the impact of tax reform legislation, changes in tax rates and other tax-related events or transactions that could impact our effective tax rate and cash flow;

•financial conditions of customers and suppliers;

•consolidations within our customer or supplier bases;

•changes in customer and/or consumer spending levels;

•loss of one or more key accounts;

•our ability to offset inflationary impacts with cost containment, productivity initiatives and price increases;

•changes in capital availability or cost, including rising interest rates;

•volatility of global credit markets;

•our ability to identify potential new acquisitions and to successfully acquire and integrate such operations, including the successful integration of the businesses we have acquired;

•our ability to build out acquired businesses and integrate the product/service offerings of the acquired entities into our existing product/service portfolio;

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•direct or indirect consequences of acts of war, terrorism or social unrest;

•the impact of natural disasters and other weather-related occurrences;

•fiscal and monetary policies and other regulations;

•changes, difficulties or failures in complying with government regulation, including FDA or similar foreign governmental authorities;

•changing regulations or market conditions regarding environmental sustainability;

•our ability to retain key members of management and manage labor costs;

•work stoppages due to labor disputes;

•our ability to meet future cash flow estimates to support our goodwill impairment testing;

•the demand for existing and new products;

•the success of our customers’ products, particularly in the pharmaceutical industry;

•our ability to manage worldwide customer launches of complex technical products, particularly in developing markets;

•difficulties in product development and uncertainties related to the timing or outcome of product development;

•significant product liability claims; and

•other risks associated with our operations.

Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Item 1A (Risk Factors) of Part I included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional risks and uncertainties that may cause our actual results or other events to differ materially from those expressed or implied in such forward-looking statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our subsidiaries. Our primary foreign exchange exposure is to the euro, but we 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 translation effect. Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Any changes in exchange rates on such inter-country sales may impact our results of operations.

The table below provides information as of June 30, 2025 about our forward currency exchange contracts. The majority of the contracts expire before the end of the third quarter of 2025.


Buy/Sell	Contract Amount (in thousands)		Average Contractual Exchange Rate	Min / Max Notional Volumes

EUR / USD	$	15,347	1.1331	15,347 - 34,220
USD / MXN	14,000		19.4488	0 - 14,000
CZK / EUR	13,545		0.0402	12,780 - 13,545
USD / EUR	10,671		0.8741	10,671 - 16,625
EUR / BRL	9,964		6.6262	9,641 - 9,964
EUR / MXN	5,619		22.8853	5,122 - 6,252
EUR / INR	4,449		98.8323	2,722 - 4,449
EUR / CHF	4,423		0.9362	2,553 - 4,489
EUR / CNY	4,343		8.0937	2,276 - 4,547
CHF / USD	2,759		1.2134	338 - 2,759
EUR / THB	2,606		36.5572	2,541 - 2,611
USD / CNY	1,730		7.1696	0 - 4,860
INR / EUR	1,364		0.0101	1,325 - 1,364
GBP / EUR	1,128		1.1802	654 - 1,128
EUR / GBP	1,026		0.8540	0 - 1,026
CHF / EUR	933		1.0713	933 - 2,055
EUR / CZK	757		24.9332	0 - 757
USD / CZK	678		21.8557	0 - 678
MXN / USD	500		0.0489	500 - 500
GBP / USD	124		1.3443	42 - 504
USD / GBP	45		0.7471	45 - 251
USD / CHF	6		0.8182	7 - 377
Total	$	96,017

As of June 30, 2025, we have recorded the fair value of foreign currency forward exchange contracts of $0.9 million in prepaid and other and $0.9 million in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets. On July 6, 2022, we entered into a seven year USD/EUR fixed-to-fixed cross currency interest rate swap to effectively hedge the interest rate exposure relating to $203 million of the $400 million 3.60% Senior Notes due March 2032 which were issued by AptarGroup, Inc. on March 7, 2022. This USD/EUR swap agreement exchanged $203 million of fixed-rate 3.60% USD debt to €200 million of fixed-rate 2.5224% EUR debt. The fair value of this net investment hedge is $35.7 million reported in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets.

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ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Management has evaluated, with the participation of the chief executive officer and chief financial officer of the Company, the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2025. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our fiscal quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

Certain French employees are eligible to participate in the FCP Aptar Savings Plan (the “Plan”). An independent agent purchases shares of common stock available under the Plan for cash on the open market and we do not issue shares. We do not receive any proceeds from the purchase of common stock under the Plan. The agent under the Plan is BNP Paribas Fund Services. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act. During the quarter ended June 30, 2025, the Plan purchased 5,548 shares of our common stock on behalf of the participants at an average price of $148.81, for an aggregate amount of $826 thousand, and sold 1,663 shares of our common stock on behalf of the participants at an average price of $155.52, for an aggregate amount of $259 thousand. At June 30, 2025, the Plan owned 119,194 shares of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

On October 10, 2024, a new share purchase authorization of up to $500 million of common stock was authorized. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.

During the three and six months ended June 30, 2025, we repurchased approximately 452 thousand shares for $70.0 million and 1.0 million shares for $150.0 million, respectively.

The following table summarizes our purchases of our securities for the quarter ended June 30, 2025:



Period	Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs (in millions)

4/1/25 - 4/30/25	—	$	—	—	$	382.7
5/1/25 - 5/31/25	255,600	155.57		255,600	342.9
6/1/25 - 6/30/25	196,861	153.60		196,861	312.7
Total	452,461	$	154.71	452,461	$	312.7

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Plan Elections

During the three months ended June 30, 2025, no director or officer of the Company , modified or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS


Exhibit 10.1**						AptarGroup, Inc. 2018 Equity Incentive Plan (as amended effective May 7, 2025), filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 7, 2025, is hereby incorporated by reference.

Exhibit 31.1*						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2*						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101						The following information from our Quarterly Report on Form 10-Q for the second quarter of fiscal 2025, filed with the SEC on August 1, 2025, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2025 and 2024, (iv) the Condensed Consolidated Balance Sheets – June 30, 2025 and December 31, 2024, (v) the Condensed Consolidated Statements of Changes in Equity – Three and Six Months Ended June 30, 2025 and 2024, (vi) the Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2025 and 2024 and (vii) the Notes to Condensed Consolidated Financial Statements.
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed or furnished herewith.

**Management contract or compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						AptarGroup, Inc.
						(Registrant)

			By			/s/ VANESSA KANU
						Vanessa Kanu
						Executive Vice President and Chief Financial Officer
						(Duly Authorized Officer and Principal Financial Officer)



						Date: August 1, 2025

APTARGROUP, INC. - Quarter Report: 2025 June (Form 10-Q)

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