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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in thousands, except per share amounts or as otherwise indicated)

The objective of the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to help the reader understand the financial condition and results of operations of AptarGroup, Inc. from management's perspective. MD&A is presented in seven sections: Overview, Results of Operations, Liquidity and Capital Resources, Recently Issued Accounting Standards, Critical Accounting Estimates, Operations Outlook and Forward-Looking Statements. MD&A should be read in conjunction with our Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements contained elsewhere in this Annual Report on Form 10-K.

In MD&A, “we,” “our,” “us,” “AptarGroup,” “AptarGroup, Inc.”, “Aptar” and the “Company” refer to AptarGroup, Inc. and its consolidated subsidiaries.

OVERVIEW

GENERAL

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

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

A reconciliation of core sales growth to reported net sales growth, the most directly comparable U.S. GAAP measure, can be found under "Net Sales" below.

2024 HIGHLIGHTS

•Reported and core sales grew 3%, with annual sales of $3.6 billion, driven by favorable product mix and volume growth

•Delivered 30% diluted earnings per share growth and achieved 18% adjusted earnings per share growth

•Net income grew 32% to $375 million

•Net cash provided by operations increased 12% and free cash flow increased 40%

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

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RESULTS OF OPERATIONS

The following table sets forth the Consolidated Statements of Income and the related percentages of net sales for the periods indicated. Refer to Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information regarding Results of Operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Amount inThousands $ % ofNet Sales Amount in Thousands $ % ofNet Sales

Effective tax rate 20.3 % 24.2 %

Adjusted EBITDA margin (1) 21.6 % 20.3 %

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

NETSALES

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

Year Ended December 31, 2024 Aptar Pharma Aptar Beauty Aptar Closures Total

Reported Net Sales Growth 8 % (3) % 2 % 3 %

Currency Effects (1) — % — % 1 % — %

Acquisitions — % — % — % — %

Core Sales Growth 8 % (3) % 3 % 3 %

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

For further discussion on net sales by reporting segment, please refer to the segment analysis of net sales and operating income on the following pages.

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

Years Ended December 31, 2024 % of Total 2023 % of Total

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

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

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

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

DEPRECIATION AND AMORTIZATION

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

RESTRUCTURING INITIATIVES

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

Restructuring costs for the years ended December 31, 2024 and 2023 are as follows:

Restructuring Initiatives by Plan:

Prior year initiatives (17) (441)

Restructuring Initiatives by Segment

OPERATING INCOME

Operating income increased approximately $92.5 million or 23% to $496.5 million in 2024 compared to $404.0 million in 2023. Excluding changes in foreign currency rates, operating income increased by approximately $91.6 million in 2024 compared to 2023. Strong sales growth from our Pharma segment along with our lower COS percentage and lower restructuring costs drove the improvement in 2024. Operating income as a percentage of net sales increased to 13.8% in 2024 compared to 11.6% for the prior year.

INTEREST EXPENSE

Interest expense increased by $3.5 million in 2024 to $43.9 million compared to $40.4 million in 2023. During 2024, we refinanced more than $370 million of private placement debt having interest rates between 1.2% and 3.5% and entered into a new term loan and revolving credit facility borrowings having current variable interest rates between 3.8% and 6.6%.

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NET OTHER INCOME

Net other income increased $5.9 million to $17.2 million in 2024 compared to $11.2 million in 2023. Interest income increased by $7.7 million due to increased cash flow generated from operations and therefore higher interest earned on cash deposits. This increase, along with the $0.3 million increase due to changes in the fair value of our PureCycle investment, more than compensated for the $2.1 million lower contribution from our equity results from affiliates.

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

PROVISION FOR INCOME TAXES

The reported effective tax rate for 2024 and 2023 was 20.3% and 24.2%, respectively. The tax rate for 2024 was lower compared to 2023 due primarily to the realization of deferred tax assets in Luxembourg which were previously not recognized as well as increased tax benefits from stock-based compensation.

At December 31, 2024, with the exceptions identified below, we continued to assert indefinite reinvestment of foreign earnings from Aptar's foreign operations. We do not have a balance of foreign earnings that will be subject to U.S. tax upon repatriation under the currently enacted U.S. tax laws. We continually analyze our global working capital requirements as well as local country operation needs in developing our repatriation plans.

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

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

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

In thousands, except percentages

APTAR PHARMA SEGMENT

Adjusted EBITDA margin (1) 34.6 % 33.0 %

(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 margins are calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under "Non-U.S. GAAP Measures."

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

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Reported Net Sales Growth 15 % (3) % 1 % 13 % 37 % 8 %

Currency Effects (1) — % (1) % — % — % 1 % — %

Acquisitions — % — % — % — % — % — %

Core Sales Growth 15 % (4) % 1 % 13 % 38 % 8 %

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

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

In thousands, except percentages

APTAR BEAUTY SEGMENT

Adjusted EBITDA margin (1) 13.0 % 12.9 %

(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."

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

Year Ended December 31, 2024 Personal Care Beauty Home Care Total

Reported Net Sales Growth 1 % (8) % 10 % (3) %

Currency Effects (1) 1 % — % 1 % — %

Acquisitions — % — % — % — %

Core Sales Growth 2 % (8) % 11 % (3) %

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

Adjusted EBITDA for 2024 decreased approximately 2% to $159.9 million from $163.7 million in 2023, mainly due to the 2023 Annecy insurance settlement for $6.6 million discussed above. The remaining increase was the result of improved operational performance along with benefits realized from our cost management initiatives and lower incentive compensation costs which more than compensated for rising input costs. Adjusted EBITDA margin also improved to 13.0% in 2024 compared to 12.9% in 2023.

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In thousands, except percentages

APTAR CLOSURES SEGMENT

Adjusted EBITDA margin (1) 16.0 % 14.8 %

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

Year Ended December 31, 2024 Food Beverage Personal Care Other (2) Total

Reported Net Sales Growth 4 % 3 % (4) % 2 % 2 %

Currency Effects (1) 1 % 1 % 2 % 1 % 1 %

Acquisitions — % (1) % — % — % — %

Core Sales Growth 5 % 3 % (2) % 3 % 3 %

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

CORPORATE & OTHER

In addition to our three reporting segments, Aptar assigns certain costs to “Corporate & Other,” which is presented separately in Note 18 — Segment Information of the Notes to the Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items) primarily includes certain professional fees, compensation and information system costs which are not allocated directly to our reporting segments.

Corporate & Other expenses in 2024 increased to $67.5 million compared to $62.3 million of expense in 2023. Our 2024 results include approximately $2.2 million of foreign currency gains while 2023 includes approximately $4.2 million of realized gains on sales of PCT shares. The remaining cost increases during 2024 include $3.4 million of costs to evaluate potential acquisition targets, along with some higher professional fees for corporate projects and higher incentive compensation costs.

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NON-U.S. GAAPMEASURES

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 audited Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measures to arrive at these non-U.S. GAAP financial measures.

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.” Changes in net sales excluding 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 material acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.

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

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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Reported income taxes 95,587

Adjustments:

Curtailment gain related to restructuring initiatives (1,851) — — (1,851) —

Transaction costs related to acquisitions 140 — 140 — —

Reported net income margin (Reported net income / Reported Net Sales) 10.4 %

(1)Net investment gain represents the change in fair value of our investment in PCT (see Note 20 - Investment in Equity Securities for further details).

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Reported income taxes 90,649

Adjustments:

Realized gain on investments included in net investment loss above 4,188 4,188

Transaction costs related to acquisitions 480 — 424 56 —

Reported net income margin (Reported net income / Reported Net Sales) 8.1 %

(1)Net investment loss represents the change in fair value of our investment in PCT (see Note 20 - Investment in Equity Securities for further details).

Revolving credit facility and overdrafts $ 176,035 $ 81,794

Long-Term Obligations, net of unamortized debt issuance costs 688,066 681,188

Less:

Short-term investments 2,337 —

Net Debt to Net Capital 24.4 % 28.3 %

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

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

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

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

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

Refer to Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information regarding cash flows for the year ended December 31, 2023 as compared to the year ended December 31, 2022.

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

On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”) and matures July 2027. As of December 31, 2024, $166 million was utilized under the Term Loan.

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There are no compensating balance requirements associated with our 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 Consolidated Balance Sheets.

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

Requirement Level at December 31, 2024

Consolidated Leverage Ratio (1) Maximum of 3.50 to 1.00 1.08 to 1.00

Consolidated Interest Coverage Ratio (1) Minimum of 3.00 to 1.00 17.43 to 1.00

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

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

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

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.

RECENTLY ISSUED ACCOUNTING STANDARDS

For a discussion of recently issued accounting standards, including their impacts, if any, of the adoption of these standards, see Note 1 – Summary of Significant Accounting Policies.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, pensions and contingencies. We base our estimates on historical experience and on a variety of other assumptions believed to be reasonable in order to make judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in preparation of our Consolidated Financial Statements. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and the Audit Committee has reviewed our disclosure relating to it in this MD&A.

GOODWILL

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

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In Thousands

Reporting Unit Balance at December 31, 2024

Active Material Science Solutions 157,334

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

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

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

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

INCOME TAXES

We recognize tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater-than-50% likelihood of being realized upon ultimate settlement. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of U.S. GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material impact on our financial condition and operating results.

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

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

ACQUISITIONS

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

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

VALUATION OF PENSION BENEFITS

The benefit obligations and net periodic pension cost associated with our domestic and foreign noncontributory pension plans are determined using actuarial assumptions. Such assumptions include discount rates to reflect the time value of money, rate of employee compensation increases, demographic assumptions to determine the probability and timing of benefit payments, and the long-term rate of return on plan assets. The actuarial assumptions are based upon management’s best estimates, after consulting with outside investment advisors and actuaries. Because assumptions and estimates are used, actual results could differ from expected results.

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

We believe that the accounting estimates related to determining the valuation of pension benefits are critical accounting estimates because: (1) changes in them can materially affect net income and (2) we are required to establish the discount rate and the expected return on fund assets, which are highly uncertain and require judgment. The estimates for the valuation of pension benefits are critical accounting estimates for all of our segments.

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

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

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

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

Our primary pension related assumptions as of December 31, 2024 and 2023 were as follows:

Discount rate:

Expected long‐term rate of return on plan assets:

Rate of compensation increase:

In order to determine the 2025 net periodic benefit cost, we expect to use the discount rates, expected long-term rates of return on plan assets and rates of compensation assumptions as of December 31, 2024. The estimated impact of the changes to the assumptions as noted in the table above on our 2025 net periodic benefit cost is expected to be a decrease of approximately $2.6 million.

OPERATIONS OUTLOOK

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

FORWARD-LOOKING STATEMENTS

Certain statements in MD&A and other sections of this Form 10-K are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Significant Developments, Restructuring Initiatives, Liquidity and Capital Resources, Contingencies and Operations Outlook sections of this Form 10-K. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future”, “potential”, "continues", "are optimistic" and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 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 invasion of Ukraine by 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;

•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;

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•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;

•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 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;

•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 Part 1, Item 1A - Risk Factors included in this Form 10-K for additional risk factors affecting the Company.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS

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 strengthening U.S. dollar has a dilutive effect on our financial statements. Conversely, a weakening U.S. dollar relative to foreign currencies has an additive 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 December 31, 2024 about our forward currency exchange contracts. The majority of the contracts expire before the end of the first quarter of 2025.

As of December 31, 2024, we have recorded the fair value of foreign currency forward exchange contracts of $0.6 million in prepaid and other and $0.6 million in accounts payable, accrued and other liabilities in the 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 $11.9 million and is reported in accounts payable, accrued and other liabilities in the Consolidated Balance Sheets.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF INCOME

In thousands, except per share amounts

Operating Expenses:

Other (Expense) Income:

Net Loss (Income) Attributable to Noncontrolling Interests 363 311 (267)

Net Income Attributable to AptarGroup, Inc. per Common Share:

Dividends per Common Share $ 1.72 $ 1.58 $ 1.52

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands

Other Comprehensive Income (Loss):

Changes in derivative gains (losses), net of tax 7,813 (10,086) (6,620)

Defined benefit pension plan, net of tax

Amortization of net loss included in net income, net of tax 112 641 6,256

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

CONSOLIDATED BALANCE SHEETS

In thousands

Assets

Short-term investments 2,337 —

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

CONSOLIDATED BALANCE SHEETS

In thousands, except share and per share amounts

Liabilities and Stockholders’ Equity

Revolving credit facility and overdrafts $ 176,035 $ 81,794

Accounts payable, accrued and other liabilities 729,996 793,089

Long-Term Obligations, net of unamortized debt issuance costs 688,066 681,188

Retirement and deferred compensation plans 62,210 62,795

Deferred and other non-current liabilities 63,822 71,017

Commitments and contingencies - (See Note 13) — —

AptarGroup, Inc. stockholders’ equity

Noncontrolling interests in subsidiaries 14,036 14,474

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years Ended December 31, 2024, 2023 and 2022

In thousands

AptarGroup, Inc. Stockholders’ Equity

Foreign currency translation adjustments — (79,240) — — — (1,191) (80,431)

Changes in derivative gains (losses), net of tax — (6,620) — — — — (6,620)

Cash dividends declared on common stock (99,461) — — — — — (99,461)

Treasury stock purchased — — — (92,126) — — (92,126)

Changes in derivative gains (losses), net of tax — (10,086) — — — — (10,086)

Cash dividends declared on common stock (103,683) — — — — — (103,683)

Treasury stock purchased — — — (47,552) — — (47,552)

Changes in derivative gains (losses), net of tax — 7,813 — — — — 7,813

Cash dividends declared on common stock (114,055) — — — — — (114,055)

Treasury stock purchased — — — (68,638) — — (68,638)

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands, brackets denote cash outflows

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash provided by operations:

(Gain) loss on disposition of fixed assets (52) (3,584) 397

Net (gain) loss on remeasurement of equity securities (1,713) (1,413) 2,110

Equity in results of affiliates (87) (2,226) (467)

Change in fair value of contingent consideration — — (8,598)

Retirement and deferred compensation plan liabilities (14,259) 2,984 (13,093)

Cash Flows from Investing Activities:

Proceeds from government grants — — 27,795

Proceeds from sale of property, plant and equipment 1,506 5,348 93

Maturity of short-term investments — — 740

Purchase of short-term investments (2,242) — —

Investment in equity securities (99,055) — —

Proceeds from sale of investment in equity securities — 5,604 1,599

Cash Flows from Financing Activities:

Payment of contingent consideration obligation — (22,750) —

Credit facility costs — — (4,009)

Net Increase in Cash and Equivalents and Restricted Cash 201 81,411 19,807

Supplemental Cash Flow Disclosure:

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Restricted cash included in the line item prepaid and other on the Consolidated Balance Sheets as shown below represents amounts held in escrow related to the SipNose asset purchase in 2024 and the Metaphase acquisition in 2023.

Restricted cash included in prepaid and other 500 500 1,000

See accompanying notes to consolidated financial statements.

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AptarGroup, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of AptarGroup, Inc. and our subsidiaries. The terms “AptarGroup”, “Aptar”, “Company”, “we”, “us” or “our” as used herein refer to AptarGroup, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current period presentation.

AptarGroup’s organizational structure consists ofthreemarket-focused business segments which are Aptar Pharma, Aptar Beauty and Aptar Closures. This is a strategic structure which allows us to better serve our customers and position us for long-term profitable growth.

Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian subsidiary pursuant to U.S. GAAP. We have changed the functional currency from the Argentine peso to the U.S. dollar. We remeasure our peso denominated assets and liabilities using the official rate. The Blue Chip Swap rate has diverged significantly from Argentina’s “official rate” due to the economic environment. During the fourth quarter of 2023, we utilized the Blue Chip Swap and recognized a loss due to devaluation of approximately $2.5 million. Our Argentinian operations contributed less than 2.0%of consolidated net assets and revenues at and for the year ended December 31, 2024.

ACCOUNTING ESTIMATES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). This process requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

We consider all investments that are readily convertible to known amounts of cash with an original maturity of three months or less when purchased to be cash equivalents.

ACCOUNTS RECEIVABLE AND CURRENT EXPECTED CREDIT LOSSES

At December 31, 2024, we reported $658.1 million of accounts receivable, net of CECL of $15.8 million. The allowance is estimated using reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Changes in CECL were not material for the year ended December 31, 2024.

INVENTORIES

Inventories are stated at lower of cost or net realizable value. Cost of our inventories is determined by costing methods that approximate a first-in, first-out ("FIFO") basis. Costs included in inventories are raw materials, direct labor and manufacturing overhead.

ASSETS HELD FOR SALE

Assets to be disposed of by sale are reported at the lower of their carrying amount or fair value less costs to sell, and are not depreciated while they are held for sale. During the second quarter of 2023, we recorded $0.7 million as assets held for sale within prepaid and other on our Consolidated Balance Sheets related to three buildings located in France. During the third quarter of 2023, two of the three buildings were sold and we recognized a $0.8 million gain on sale. As of December 31, 2024, one building is held for sale and expected to be sold during 2025.

ACQUISITIONS

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INVESTMENTS IN EQUITY SECURITIES

We account for our 20% to 50% owned investments using the equity method. Under the equity method, we initially record our investment at cost and our interest in the net assets of the investee is included in the equity method investment on the Consolidated Balance Sheets. We recognize our equity in earnings in our equity method affiliates on a one-month lag basis and record our proportionate share of each investee's net income or loss into earnings after the date of investment, the adjustment of basis difference initially recognized and the other comprehensive income allocated to us from the investee. We evaluate the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary.

Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value. Any related changes in fair value are recognized in net income unless the investments qualify for a practicality exception. There werenodividends received from affiliated companies in 2024, 2023 and 2022.

PROPERTY AND DEPRECIATION

Properties are stated at cost. Depreciation is determined on a straight-line basis over the estimated useful lives for financial reporting purposes and accelerated methods for income tax reporting. Generally, the estimated useful lives are10to40 years for buildings and improvements and 3to15 years for machinery and equipment.

FINITE-LIVED INTANGIBLE ASSETS

Finite-lived intangibles, consisting of patents, acquired technology, customer relationships, trademarks and trade names and license agreements acquired in purchase transactions, are capitalized and amortized over their useful lives which range from1to50 years.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, such as property, plant and equipment and finite-lived intangibles, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In those circumstances, we perform undiscounted operating cash flow analyses for asset groups at the lowest level for which cash flows are separately identifiable to determine if an impairment exists. Any impairment loss is calculated as the excess of the asset’s carrying value over its estimated fair value. Fair value is estimated based on the discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of disposal.

GOODWILL

The Company has evaluated the excess of purchase price over the fair value of the net assets acquired (“goodwill”) for impairment annually as of October 1 or more frequently if impairment indicators arose in accordance with Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other.” We believe that the accounting estimates related to determining the fair value of our reporting units is a critical accounting estimate because: (1) it is highly susceptible to change from period to period because it requires management to make assumptions about the future cash flows for each reporting unit over several years, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet as well as our results of operations could be material. Management’s determination of the fair value of our reporting units, based on future cash flows for the reporting units, requires significant judgment and the use of estimates and assumptions related to projected revenue growth rates, projected EBITDA margins, the terminal growth factor, as well as the discount rate. Actual cash flows in the future may differ significantly from those forecasted today. The estimates and assumptions for future cash flows and its impact on the impairment testing of goodwill is a critical accounting estimate.

Management believes goodwill in purchase transactions has continuing value. Goodwill is not amortized and must be tested annually, or more frequently as circumstances dictate, for impairment. The annual goodwill impairment test may first consider qualitative factors to determine whether it is more likely than not (i.e., greater than 50 percent chance) that the fair value of a reporting unit is less than its book value. This is sometimes referred to as the “step zero” approach and is an optional step in the annual goodwill impairment analysis. Management has performed this qualitative assessment as of October 1, 2024 and October 1, 2023 for each of our reporting units. Due to the realignment of the Beauty and Closures segments, management determined it appropriate to calculate the fair value of both reporting units and compare with their associated carrying amounts as of January 1, 2023. As we performed our annual goodwill impairment assessment, due to events or circumstances that were unfavorable for injectables, and the passage of time from our prior Step 1 analysis over the other pharma reporting unit, management determined it appropriate to calculate the fair value of both reporting units and compare with their associated carrying amounts as of October 1, 2024.

Based on our qualitative and quantitative analysis performed over the reporting units, we determined that it was more likely than not that the fair value of these reporting units was greater than their carrying amounts and therefore no impairment of goodwill is required.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative financial instruments are recorded in the Consolidated Balance Sheets at fair value as either assets or liabilities. Changes in the fair value of derivatives are recorded in each period in earnings or other comprehensive income, depending on whether a derivative is designated and effective as part of a hedge transaction.

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PURCHASE OF TREASURY STOCK

During 2024, 2023 and 2022, we repurchased 433 thousand, 399 thousand and 860 thousand shares, respectively, all of which were returned to treasury stock. If retired, common stock is reduced by the number of shares retired at$0.01par value per share. We allocate the excess purchase price over par value between additional paid-in capital and retained earnings.

RESEARCH & DEVELOPMENT EXPENSES

Research and development costs, net of any customer funded research and development or government research and development credits, are expensed as incurred. These costs amounted to$96.1 million,$92.8 million and$93.5 million in 2024, 2023 and 2022, respectively.

INCOME TAXES

We compute taxes on income in accordance with the tax rules and regulations of the many taxing authorities where income is earned. The income tax rates imposed by these taxing authorities may vary substantially. Taxable income may differ from pre-tax income for U.S. GAAP financial accounting purposes. To the extent that these differences create timing differences between the tax basis of an asset or liability and its reported amount in the U.S. GAAP financial statements, an appropriate provision for deferred income taxes is made.

We maintain our assertion that the cash and distributable reserves at our non-U.S. affiliates are indefinitely reinvested with the following exceptions: all earnings in Germany, and the pre-2020 earnings in Italy, Switzerland and Colombia. Under current U.S. tax laws, all of our non-U.S. earnings are subject to U.S. taxation on a current or deferred basis. We will provide for the necessary withholding and local income taxes when management decides that an affiliate should make a distribution. These decisions are made taking into consideration the financial requirements of the non-U.S. affiliates and our global cash management goals.

We provide a liability for the amount of unrecognized tax benefits from uncertain tax positions. This liability is provided whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition. See Note 6 – Income Taxes for more information.

We are subject to the examination of our returns and other tax matters by the U.S. Internal Revenue Service and other tax authorities and government bodies. We believe that we have adequately provided a tax reserve for any adjustments that may result from tax examinations or uncertain tax positions. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner inconsistent with our expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs. The resolution of each of these audits is not expected to be material to our Consolidated Financial Statements.

We have elected to include amounts paid for transferable, non-refundable U.S. energy credits as cash taxes paid in our Consolidated Statements of Cash Flows.

TRANSLATION OF FOREIGN CURRENCIES

The functional currencies of the majority of our foreign operations are their local currencies. Assets and liabilities of our foreign operations are translated into U.S. dollars at the rates of exchange on the balance sheet date. Sales and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are accumulated in a separate section of Stockholders’ Equity. Realized and unrealized foreign currency transaction gains and losses are reflected in income, as a component of miscellaneous income and expense, and represented losses of$2.0 million,$7.3 million and$7.2 million in 2024, 2023 and 2022, respectively.

STOCK-BASED COMPENSATION

Accounting standards require the application of the non-substantive vesting approach which means that an award is fully vested when the employee’s retention of the award is no longer contingent on providing future service. Under this approach, compensation costs are recognized over the requisite service period of the award instead of ratably over the vesting period stated in the grant. As such, costs are recognized immediately if the employee is retirement eligible on the date of grant or over the period from the date of grant until retirement eligibility if retirement eligibility is reached before the end of the vesting period stated in the grant. Forfeitures are recognized as they occur. See Note 16 – Stock-Based Compensation for more information.

REVENUE RECOGNITION

At inception of customer contracts, we assess the goods and services promised in order to identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. For a contract that has more than one performance obligation, we allocate the total contract consideration to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when (or as) the performance obligations are satisfied (i.e., when the customer obtains control of the good or service). The majority of our revenues are derived from product, tooling and service contract sales; however, we also receive revenues from license, exclusivity and royalty arrangements, which collectively are not material to the results. See specific discussions about methods of accounting for control transfers of product, tooling and service contract sales in Note 2 – Revenue.

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LEASES

We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities are included in accounts payable accrued and other liabilities in our Consolidated Balance Sheets. Finance leases are included in property, plant and equipment, current maturities of long-term obligations and long-term obligations in our Consolidated Balance Sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date of the lease in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made as well as initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, we account for the lease and non-lease components as a single lease component. We have elected not to recognize ROU assets and lease liabilities that arise from short-term leases (a lease whose term is 12 months or less and does not include a purchase option that we are reasonably certain to exercise).

Certain vehicle lease contracts include guaranteed residual value that is considered in the determination of lease classification. The probability of having to satisfy a residual value guarantee is not considered for the purpose of lease classification, but is considered when measuring a lease liability.

GOVERNMENT GRANTS

We record non-reimbursable government grants when there is reasonable assurance that we will comply with the relevant conditions of the grant agreement and the grant funds will be received. When a grant is received toward the purchase or construction of an asset, the funds received are recorded as a contra-asset and deducted from the cost of the related asset. Additionally, we record expenses net of reimbursements for government grants from a reimbursement of cost.

During 2022, we received a $10.5 million government grant to be used toward the expansion of an existing injectables facility, which is reported within the investing section of the Consolidated Statements of Cash Flows to support the delivery of components for COVID-19 and other vaccines. The French government will fund approximately $14.0 million for the expansion of the facility, for which there is no clawback option.

During 2022, we received $17.3 million in government grants to be used toward the construction of a new facility in Alabama, which is reported within the investing section of the Consolidated Statements of Cash Flows. This award will support expanded domestic production capacity for our active material science solutions proprietary Activ-Film technology, which is used to protect and enhance COVID-19 test kit integrity and accuracy. Under the terms of the grant agreement, the U.S. government will fund approximately $19 million to build an operating facility, for which there is no clawback provision, in exchange for the new facility to be on standby for the government for a period of 16 months after construction.

SUPPLY CHAIN FINANCE PROGRAM

We facilitate a supply chain finance program ("SCF") across Europe and the U.S. that is administered by a third-party platform. Eligible suppliers can elect to receive early payment of invoices, less an interest deduction, and negotiate their receivable sales arrangements through the third-party platform on behalf of the respective SCF bank. We are not a party to those agreements, and the terms of our payment obligations are not impacted by a supplier's participation in the SCF. Accordingly, we have concluded that this program continues to be a trade payable program and is not indicative of a borrowing arrangement. Under these agreements, the average payment terms range from 60 to 120 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 Consolidated Balance Sheets, and associated payments are included in operating activities within our Consolidated Statements of Cash Flows. As of December 31, 2024 and 2023, the amounts due to suppliers participating in the SCF and included in accounts payable, accrued and other liabilities were approximately $34.4 million and $36.3 million, respectively.

SCF obligations outstanding at the beginning of the year $ 36,309 $ 30,833

SCF obligations outstanding at the end of the year $ 34,401 $ 36,309

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Collection and payment periods tend to be longer for our operations located outside the United States due to local business practices. We have also seen an increasing trend in pressure from certain customers to lengthen their payment terms. As the majority of our products are made to order, we have not needed to keep significant amounts of finished goods inventory to meet customer requirements. However, some of our contracts specify an amount of finished goods safety stock we are required to maintain.

To the extent our financial position allows and there is a clear financial benefit, we from time-to-time benefit from early payment discounts with some suppliers. We have lengthened the payment terms with our suppliers to be in line with customer trends. While we have offered third party alternatives for our suppliers to receive payments sooner, we generally do not utilize these offerings from our customers as the economic conditions currently are not beneficial for us.

ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE"), which requires the disaggregation of certain expenses in the notes to the financial statements, to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective adoption. We are evaluating the impact of the standard on our disclosures in the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to income tax disclosure requirements. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We are evaluating the impact of the standard on our income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses on an annual and interim basis. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied on a retrospective basis. We adopted this guidance in the fourth quarter of 2024. The adoption of this standard did not have a material impact on our Consolidated Financial Statements; however we have expanded disclosures. See Note 18 - Segment Information for further discussion.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. We adopted this guidance in the fourth quarter of 2024.

In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments to this update apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 was further amended in January 2021 by ASU 2021-01 which clarified the applicability of certain provisions. Both standards are effective upon issuance and could be adopted any time prior to December 31, 2022. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. We adopted this guidance in the second quarter of 2023 and have transitioned away from LIBOR to SOFR for USD balances under our amended revolving credit facility.

Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our consolidated financial statements.

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NOTE 2 REVENUE

In prior years, our geographic revenue disclosure was based on shipped from location. Beginning in 2024, we have started to report our geographic sales based on shipped to locations to give the reader a better understanding of the geographies we serve. Revenue by segment and geography based on shipped to locations for the years ended December 31, 2024, 2023 and 2022 were as follows:

For the Year Ended December 31, 2024

Segment Europe Domestic LatinAmerica Asia Total

For the Year Ended December 31, 2023

Segment Europe Domestic LatinAmerica Asia Total

For the Year Ended December 31, 2022

Segment Europe Domestic LatinAmerica Asia 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 shipped and invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance.

The opening and closing balances of our contract asset and contract liabilities are as follows:

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 2024 against contract liabilities is $122.9 million, including$54.3 million relating to contract liabilities at the beginning of the year. Current contract assets and long-term contract assets are included within the prepaid and other and miscellaneous assets, respectively, 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 Consolidated Balance Sheets.

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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 as revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identifies 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 it will be entitled.

Product Sales

We primarily manufacture and sell drug and consumer product dosing, dispensing and protection technologies. The amount of consideration is typically fixed for customers. At the time of delivery, the customer is invoiced the agreed-upon price. Revenue from product sales is typically recognized upon manufacture or shipment, when control of the goods transfers to the customer.

To determine when the control transfers, we typically assess, among other things, the shipping terms of the contract, shipping being one of the indicators of transfer of control. For a majority of product sales, control of the goods transfers to the customer at the time of shipment of the goods. Once the goods are shipped, we are precluded from redirecting the shipment to another customer. Therefore, our performance obligation is satisfied at the time of shipment. For sales in which control transfers upon delivery, shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs and revenue is recorded upon final delivery to the customer location. We have elected to account for shipping and handling costs that occur after the customer has obtained control of a good as fulfillment costs rather than as a promised service. We do not have any material significant payment terms as payment is typically received shortly after the point of sale.

There also exist instances where we manufacture highly customized products that have no alternative use to us and for which we have an enforceable right to payment for performance completed to date. For these products, we transfer control and recognize revenue over time by measuring progress toward completion using the output method based on the number of products produced. As we normally make our products to a customer’s order, the time between production and shipment of our products is typically within a few weeks. We believe this measurement provides a faithful depiction of the transfer of goods as the costs incurred reflect the value of the products produced.

As a part of its customary business practice, we offer a standard warranty that the products will materially comply with the technical specifications and will be free from material defects. Because such warranties are not sold separately, do not provide for any service beyond a guarantee of a product’s initial specifications, and are not required by law, there is no revenue deferral for these types of warranties.

Tooling Sales

We also build or contract for molds and other tools (collectively defined as “tooling”) necessary to produce our products. As with product sales, we recognize revenue when control of the tool transfers to the customer. If the tooling is highly customized with no alternative use to us and we have an enforceable right to payment for performance completed to date, we transfer control and recognize revenue over time by measuring progress toward completion using the input method based on costs incurred relative to total estimated costs to completion. Otherwise, revenue for the tooling is recognized at the point in time when the customer approves the tool. We do not have any significant payment terms as payment is typically either received during the mold-build process or shortly after completion.

In certain instances, we offer extended warranties on our tools above and beyond the normal standard warranties. We normally receive payment at the inception of the contract and recognize revenue over the term of the contract. We do not have any material extended warranties as of December 31, 2024 or December 31, 2023.

Service Sales

We also provide services to our customers. As with product sales, we recognize revenue based on completion of each performance obligation of the service contract. Milestone deliverables and upfront payments are tied to specific performance obligations and recognized upon satisfaction of the individual performance obligation.

Royalty Revenue

We determine the amount and timing of royalty revenue based on our contractual agreements with customers. These contracts contain variable consideration which primarily relate to sales- or usage-based royalties related to the license of intellectual property in collaboration and license contracts. For sales- and usage-based royalties, ASC 606 provides an exception to estimating variable consideration. Under this exception, we recognize revenues from sales- or usage-based royalty revenue at the later of when the sales or usage occurs or the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated.

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Contract Costs

We do not incur significant costs to obtain or fulfill revenue contracts.

Credit Risk

We are exposed to credit losses primarily through our product sales, tooling sales and services to our customers. We assess each customer’s ability to pay for the products we sell by conducting a credit review. The credit review considers our expected billing exposure and timing for payment and the customer’s established credit rating or our assessment of the customer’s creditworthiness based on our analysis of their financial statements when a credit rating is not available. We also consider contract terms and conditions, country and political risks, and business strategy in our evaluation. A credit limit is established for each customer based on the outcome of this review.

We monitor our ongoing credit exposure through active review of customer balances against contract terms and due dates. Our activities include timely account reconciliation, dispute resolution and payment confirmation. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables.

Practical Expedients

Significant financing component: We elected not to adjust the promised consideration for the time value of money for contracts where the difference between the time of payment and performance is one year or less.

Remaining performance obligations: We elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for our contracts that are one year or less, as the revenue is expected to be recognized within the next year. In addition, we have elected not to disclose the expected consideration related to performance obligations where we recognize revenue in the amount it has a right to invoice (e.g., usage-based pricing terms).

NOTE 3 INVENTORIES

Inventories, by component net of reserves, consisted of:

NOTE 4 GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the year ended December 31, 2024 are as follows by reporting segment:

AptarPharma AptarBeauty AptarClosures Total

Reclassification due to segment change — (39,472) 39,472 —

Effective January 1, 2023, we realigned two of our segment, allowing us to better serve our customers and position us for long-term profitable growth; see Note 18 - Segment Information for additional information. As a result of this segment realignment, we reassigned a total of $39.5 million of goodwill from the Beauty reporting unit to the Closures reporting unit using the relative fair value approach.

We have completed the annual impairment analysis of our reporting units as of October 1, 2024. As we performed our annual goodwill impairment assessment, due to events or circumstances that were unfavorable for injectables and the passage of time from our prior Step 1 analysis over the other pharma reporting unit, management determined it appropriate to calculate the fair value of both reporting units and compare with their associated carrying amounts as of October 1, 2024.

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Based on our review of macroeconomic, industry, and market events and circumstances as well as the overall financial performance of the reporting units, we determined that it was more likely than not that the fair value of these reporting units was greater than their carrying amounts. No impairment was recognized during the years ended December 31, 2024, 2023 or 2022.

The table below shows a summary of intangible assets for the years ended December 31, 2024 and 2023.

Amortized intangible assets:

During the year ended December 31, 2024, we purchased $17.7 million of intangibles primarily associated with the purchase of patents of $12.4 million and other intangible assets. Aggregate amortization expense for the intangible assets above for the years ended December 31, 2024, 2023 and 2022 was$44,117,$44,720and$43,574, respectively.

Future estimated amortization expense for the years ending December 31 is as follows:

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 December 31, 2024.

NOTE 5 ACCOUNTS PAYABLE, ACCRUED AND OTHER LIABILITIES

At December 31, 2024 and 2023, accounts payable, accrued and other liabilities consisted of the following:

Customer deposits and other unearned income 64,425 60,507

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NOTE 6 INCOME TAXES

Income before income taxes consists of:

The provision (benefit) for income taxes is composed of:

Federal:

State:

International:

A reconciliation of the provision for income taxes with the amount computed by applying the statutory federal income tax rate of 21% to income before provision for income taxes is as follows:

State income taxes, net of federal tax effect 1,439 362 1,475

Excess tax benefits from share-based compensation (11,041) (5,935) (3,306)

Deferred tax (benefits) charges, incl. tax rate changes 2,691 (3,512) (2,349)

Legal entity reorganization — 3,630 5,850

Effective income tax rate 20.3 % 24.2 % 28.4 %

The provision for income tax is favorably impacted by excess tax benefits on deductible share-based compensation. The tax provision for 2024 reflects a $11.0 million benefit from this item compared with a $5.9 million and $3.3 million tax benefit for 2023 and 2022, respectively. The valuation allowance for 2023 and 2022 reflects losses in jurisdictions where we cannot tax effect the loss. During 2024, we changed our previous assessment on the realization of tax losses, and our need for a valuation allowance, in various jurisdictions due to sufficient positive evidence becoming available during the year. Our revised assessment of the realization of tax losses in Luxembourg resulted in a $11.0 million net tax benefit in 2024. Our mix of earnings has an unfavorable tax rate impact since a majority of our pretax income is earned in higher tax jurisdictions. The provision for income taxes for 2023 and 2022 include a $3.6 million and $5.9 million charge, respectively, for taxes related to a legal entity reorganization intended to enhance our dividend and cash management capabilities.

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Significant deferred tax assets and liabilities as of December 31, 2024 and 2023 are composed of the following temporary differences:

Deferred Tax Assets:

U.S. capitalized research expenditures 41,956 35,563

Accrued liabilities and other reserves 9,598 9,622

Deferred Tax Liabilities:

Net deferred tax assets (liabilities) $ 35,588 $ 20,710

We evaluate the deferred tax assets and record a valuation allowance when it is believed it is more likely than not that the benefit will not be realized. We have established a valuation allowance for $56.9 million of the $72.8 million of tax effected net operating loss carryforwards. These losses are generally in locations that have not produced cumulative three year operating profit. During 2024 we recorded a $29.5 million deferred tax asset for our tax losses in Luxembourg and have established a valuation allowance of $18.5 million related to this asset. Additionally, 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 $7.0 million to $10.0 million of deferred tax assets for which there is currently a corresponding valuation allowance. A valuation allowance of $4.0 million has also been established against the $5.8 million of U.S. state tax credit carryforwards.

There is no expiration date on $63.7 million of the tax-effected net operating loss carryforwards and $9.1 million (tax effected) will expire in the years 2025 to 2044. The U.S. state tax credit carryforwards of $5.8 million (tax effected) will expire in the years 2025 to 2039.

None of the earnings accumulated outside of the U.S. will be subject to U.S. taxation under the current U.S. federal income tax laws. We maintain our assertion that all other cash and distributable reserves at our non-U.S. affiliates will continue to be indefinitely reinvested, with the exception of earnings in Germany and the pre-2020 earnings in Italy, Switzerland and Colombia. We estimate the amount of additional local income tax and withholding tax that would be payable on distributions to be in the range of $15 million to $20 million if earnings accumulated outside the U.S. are repatriated to the U.S.

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Income Tax Uncertainties

We provide a liability for the amount of tax benefits realized from uncertain tax positions. A reconciliation of the beginning and ending amount of income tax uncertainties is as follows:

Increases based on tax positions for the current year 300 985 1,433

Increases (Decreases) based on tax positions of prior years 107 (997) (1,616)

Lapse of statute of limitations (430) (64) (43)

As of December 31, 2024, the total amount of unrecognized tax benefits was $5.8 million, which if recognized, would favorably impact our effective tax rate. We estimate that it is reasonably possible that the liability for uncertain tax positions will decrease by approximately $1.3 million in the next 12 months from the resolution of various uncertain positions as a result of the completion of tax audits, litigation and the expiration of the statute of limitations in various jurisdictions.

We recognize interest and penalties related to unrecognized tax benefits as a component of income taxes. As of December 31, 2024, 2023 and 2022, we had approximately $3.6 million, $3.4 million and $4.9 million, respectively, accrued for the payment of interest and penalties, of which approximately $0.2 million, $0.2 million and $0.3 million was recognized in income tax expense for the years ended December 31, 2024, 2023 and 2022, respectively.

Aptar or its subsidiaries file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. The major tax jurisdictions we file in, with the years still subject to income tax examinations, are listed below:

Major TaxJurisdiction Tax YearsSubject toExamination

NOTE 7 DEBT

Revolving Credit Facility and Overdrafts

At December 31, 2024 and 2023, our revolving credit facility and overdrafts consisted of the following:

Aptar has a revolving credit facility (the "revolving credit facility") with a syndicate of banks that provides us with unsecured financing of up to $600 million, which may be increased by up to $300 million 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. The revolving credit facility was set to mature in June 2026, but on July 2, 2024, Aptar 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 twoone-year extensions in certain circumstances. As of December 31, 2024, €170.0 million ($176.0 million) was utilized under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of December 31, 2023, Aptar had utilized $36.5 million and €40.0 million ($44.2 million)under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.

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There are no 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. We incurred approximately $9.5 million and $3.9 million in interest and fees related to our credit facility and money market borrowing arrangement during 2024 and 2023, respectively.

Average borrowings under the amended revolving credit facility and money market borrowing arrangement were$170.6 million and$60.5 million for 2024 and 2023, respectively. The average annual interest rate on the amended revolving credit facility and money market borrowing arrangement was5.1%and5.2%for 2024 and 2023, respectively.

Aptar has an unsecured money market borrowing arrangement to provide short term financing of up to $30 million that is available in the U.S. No borrowing on this facility is permitted over a quarter end date. As such, no balance was utilized under this arrangement as of December 31, 2024 or December 31, 2023.

Long-Term Obligations

On February 26, 2024, we repaid in full the $100 million 3.49% Senior Unsecured Notes that were due in February 2024. On July 19, 2024, we repaid in full the €200 million 1.17% Senior Unsecured Notes that were due in July 2024. On September 5, 2024, we repaid in full the $50 million 3.4% Senior Unsecured Notes that were due in September 2024. These were repaid using borrowings from our amended revolving credit facility or the Term Loan.

On July 19, 2023, we repaid in full the €100 million 0.98% Senior Notes that were due in July 2023.

At December 31, 2024 and 2023, our long-term obligations consisted of the following:

Unamortized debt issuance costs (3,830) (3,816)

Current maturities of long-term obligations (162,250) (376,426)

The aggregate long-term maturities, excluding finance lease liabilities and unamortized debt issuance costs, which are discussed in Note 8, due annually for the next five years and thereafter are:

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Covenants

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

Requirement Level at December 31, 2024

Consolidated Leverage Ratio (1) Maximum of 3.50 to 1.00 1.08 to 1.00

Consolidated Interest Coverage Ratio (1) Minimum of 3.00 to 1.00 17.43 to 1.00

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

NOTE 8 LEASE COMMITMENTS

We lease certain warehouse, plant, and office facilities as well as certain equipment under noncancelable operating and finance leases expiring at various dates through the year 2042. Most of the operating leases contain renewal options and certain leases include options to purchase the related asset during or at the end of the lease term.

Amortization expense related to finance leases is included in depreciation expense while rent expense related to operating leases is included within cost of sales and selling research & development and administrative expenses (“SG&A”).

The components of lease expense for the years ended December 31, 2024 and 2023 were as follows:

Finance lease cost:

Amortization of right-of-use assets $ 6,803 $ 4,662

Interest on lease liabilities 1,192 1,220

Short-term lease and variable lease costs $ 20,149 $ 20,509

Supplemental cash flow information related to leases was as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 20,376 $ 21,512

Operating cash flows from finance leases 1,289 1,371

Financing cash flows from finance leases 3,054 3,682

Right-of-use assets obtained in exchange for lease obligations:

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Supplemental balance sheet information related to leases was as follows:

Operating Leases

Operating lease right-of-use assets $ 64,213 $ 59,074

Accounts payable, accrued and other liabilities $ 17,015 $ 14,056

Total operating lease liabilities $ 66,731 $ 59,323

Finance Leases

Property, plant and equipment, gross $ 50,319 $ 51,846

Property, plant and equipment, net $ 30,216 $ 36,477

Long-term obligations, net of unamortized debt issuance cost 20,190 22,887

Weighted Average Remaining Lease Term (in years)

Operating leases 4.7 3.5

Finance leases 4.9 5.3

Weighted Average Discount Rate

Maturities of lease liabilities as of December 31, 2024, were as follows:

OperatingLeases FinanceLeases

As of December 31, 2024, we have additional operating leases that have not yet commenced of$0.9 million and no finance leases that have not yet commenced. These operating leases will commence in 2025 with lease terms of 2 to 4 years.

NOTE 9 RETIREMENT AND DEFERRED COMPENSATION PLANS

We have various noncontributory retirement plans covering certain of our domestic and foreign employees. Benefits under our retirement plans are based on participants’ years of service and annual compensation as defined by each plan. Annual cash contributions to fund pension costs accrued under our domestic plans are generally at least equal to the minimum funding amounts required by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Certain pension commitments under our foreign plans are also funded according to local requirements or at our discretion.

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Effective January 1, 2021, our domestic noncontributory retirement plans were closed to new employees and employees who were rehired after December 31, 2020. These employees are instead eligible for additional contribution to their defined contribution 401(k) employee savings plan. All domestic employees with hire/rehire dates prior to January 1, 2021 are still eligible for the domestic pension plans and continue to accrue plan benefits after this date.

The following table presents the changes in the benefit obligations and plan assets for the most recent two years for our domestic and foreign plans.

Domestic Plans Foreign Plans

Change in benefit obligation:

Plan Amendment — — (17) —

Curtailment/Settlement — — (1,385) (606)

Prior service cost — — — (1,134)

Foreign currency translation adjustment (loss) gain — — (6,733) 2,823

Domestic Plans Foreign Plans

Change in plan assets:

Foreign currency translation adjustment — — (4,593) 2,244

The following table presents the funded status amounts recognized in our Consolidated Balance Sheets as of December 31, 2024 and 2023.

Domestic Plans Foreign Plans

The following table presents the amounts not recognized as components of periodic benefit cost that are recognized in accumulated other comprehensive (gain) loss as of December 31, 2024 and 2023.

Domestic Plans Foreign Plans

Net prior service cost — — (531) (162)

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Changes in benefit obligations and plan assets recognized in other comprehensive income in 2024, 2023 and 2022 are as follows:

Domestic Plans

Amortization of net loss — — 6,670

Foreign Plans

Current year actuarial (loss) gain $ (47) $ (5,315) $ 19,181

Current year prior service cost 20 1,135 (818)

Transfer actuarial gain (loss) (694) 124 17

Amortization of prior service cost 349 177 177

Components of net periodic benefit cost:

Domestic Plans

Amortization of net loss — — 6,670

Foreign Plans

Amortization of prior service cost 349 177 177

The accumulated benefit obligation (“ABO”) for our domestic defined benefit pension plans was $163.4 million and$171.6 million at 2024 and 2023, respectively. The ABO for our foreign defined benefit pension plans was$80.2 million and$80.1 million at December 31, 2024 and 2023, respectively.

The following table provides the projected benefit obligation (“PBO”), ABO, and fair value of plan assets for all pension plans with an ABO in excess of plan assets as of December 31, 2024 and 2023.

Domestic Plans Foreign Plans

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The following table provides the PBO, ABO and fair value of plan assets for all pension plans with a PBO in excess of plan assets as of December 31, 2024 and 2023.

Domestic Plans Foreign Plans

Assumptions:

Domestic Plans Foreign Plans

We develop the expected long-term rate of return assumptions based on historical experience and by evaluating input from the plans’ asset managers, including the managers’ review of asset class return expectations and benchmarks, economic indicators and long-term inflation assumptions.

In order to determine the 2025 net periodic benefit cost, we expect to use the December 31, 2024 discount rates, December 31, 2024 rates of compensation increase assumptions and the same assumed long-term returns on domestic and foreign plan assets used for the 2024 net periodic benefit cost.

Our domestic and foreign pension plan weighted-average asset allocations at December 31, 2024 and 2023 by asset category are as follows:

Plan Assets:

Domestic Plans Assets at December 31, Foreign Plans Assets at December 31,

Equity securities 50 % 48 % 3 % 3 %

Fixed income securities 25 % 27 % 1 % 1 %

Corporate debt securities — — 2 % 1 %

Infrastructure 8 % 8 % — —

Hedge funds 11 % 11 % — —

Money market 2 % 1 % — % 1 %

Investment Funds — — 94 % 94 %

Real estate 4 % 5 % — —

Our investment strategy for our domestic and foreign pension plans is to maximize the long-term rate of return on plan assets within an acceptable level of risk. The investment policy strives to have assets sufficiently diversified so that adverse or unexpected results from one security type will not have an unduly detrimental impact on the entire portfolio and accordingly, establishes a target allocation for each asset category within the portfolio. The domestic plan asset allocation is reviewed on a quarterly basis and the foreign plan asset allocation is reviewed annually. Rebalancing occurs as needed to comply with the investment strategy. The domestic plan target allocation for 2025 is63%equity securities and37%fixed income securities and infrastructure. The foreign plan target allocation for 2025 is100%investment funds.

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Authoritative guidelines require the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

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

•Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

•Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Cash and Short-term Securities (a) $ 3,054 $ 3,054 $ — $ — $ 275 $ 275 $ — $ —

ATR US Equity

ATR · 10-K · period ended 2024-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ATR US Equity☆

ATR · 10-K · period ended 2024-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ATR US Equity