[10-Q] APTARGROUP, INC. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
AptarGroup (ATR) reported higher Q3 2025 revenue and earnings. Net sales rose to $961.1 million from $909.3 million, led by Aptar Pharma ($445.4 million), Beauty ($327.8 million) and Closures ($188.0 million). Operating income was $136.9 million versus $138.3 million a year ago. Other income benefited from a $26.5 million gain from remeasurement of an equity method investment.
Profitability improved year over year. Net income attributable to AptarGroup was $127.9 million (diluted EPS $1.92) versus $100.0 million ($1.48). For nine months, sales reached $2.81 billion with net income of $318.4 million (EPS $4.75) versus $2.73 billion and $273.6 million (EPS $4.05).
Balance sheet and cash flow remained solid. Cash and equivalents were $257.1 million; total assets were $5.10 billion. Net cash provided by operations was $386.3 million. The company used cash for capital expenditures ($183.6 million), treasury stock purchases ($190.0 million) and dividends ($89.3 million). Revolving credit borrowings totaled $187.0 million and €130.0 million under the amended facility. Leverage and coverage remained well within covenants at 1.22x and 17.02x, respectively. Shares outstanding were 65,619,154 as of October 27, 2025.
Positive
- None.
Negative
- None.
Insights
Solid top-line growth; EPS up, aided by one-time gain.
AptarGroup delivered Q3 sales of
Diluted EPS rose to
Debt metrics are conservative (leverage
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
OR
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-11846
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
The number of shares outstanding of common stock, as of October 27, 2025, was 65,619,154 shares.
Table of Contents
AptarGroup, Inc.
Form 10-Q
Quarter Ended September 30, 2025
INDEX
Part I. | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements (Unaudited) | |||||||
Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2025 and 2024 | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024 | 3 | |||||||
Condensed Consolidated Statements of Changes in Equity – Three and Nine Months Ended September 30, 2025 and 2024 | 5 | |||||||
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024 | 7 | |||||||
Notes to Condensed Consolidated Financial Statements | 8 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 | ||||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 50 | ||||||
Item 4. | Controls and Procedures | 50 | ||||||
Part II. | OTHER INFORMATION | |||||||
Item 1. | Legal Proceedings | 51 | ||||||
Item 1A. | Risk Factors | 51 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 52 | ||||||
Item 5. | Other Information | 52 | ||||||
Item 6. | Exhibits | 53 | ||||||
Signature | 54 | |||||||
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| In thousands, except per share amounts | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown below) | |||||||||||||||||||||||
| Selling, research & development and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Restructuring initiatives | |||||||||||||||||||||||
| Total Operating Expenses | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Other (Expense) Income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Net investment (loss) gain | ( | ||||||||||||||||||||||
| Equity in results of affiliates | ( | ( | |||||||||||||||||||||
| Gain from remeasurement of equity method investment | |||||||||||||||||||||||
| Miscellaneous expense, net | ( | ||||||||||||||||||||||
Total Other (Expense) Income | ( | ( | |||||||||||||||||||||
| Income before Income Taxes | |||||||||||||||||||||||
| Provision for Income Taxes | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net (Income) Loss Attributable to Noncontrolling Interests | ( | ||||||||||||||||||||||
| Net Loss Attributable to Redeemable Noncontrolling Interests | |||||||||||||||||||||||
| Net Income Attributable to AptarGroup, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Net Income Attributable to AptarGroup, Inc. per Common Share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Average Number of Shares Outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Dividends per Common Share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| In thousands | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Other Comprehensive Income (Loss): | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Changes in derivative gains (losses), net of tax | ( | ( | ( | ||||||||||||||||||||
Changes in defined benefit pension plan, net of tax | |||||||||||||||||||||||
| Actuarial gain (loss), net of tax | ( | ( | |||||||||||||||||||||
| Amortization of prior service cost included in net income, net of tax | |||||||||||||||||||||||
| Amortization of net loss included in net income, net of tax | |||||||||||||||||||||||
| Total defined benefit pension plan, net of tax | ( | ||||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Comprehensive Income | |||||||||||||||||||||||
| Comprehensive Income Attributable to Noncontrolling Interests | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive Income Attributable to AptarGroup, Inc. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| In thousands | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
Accounts and notes receivable, less current expected credit loss (“CECL”) of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid and other | |||||||||||
| Total Current Assets | |||||||||||
| Land | |||||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Property, Plant and Equipment, Gross | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Property, Plant and Equipment, Net | |||||||||||
| Investments in equity securities | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Miscellaneous | |||||||||||
| Total Other Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| In thousands, except share and per share amounts | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
Liabilities, Mezzanine Equity and Stockholders’ Equity | |||||||||||
| Current Liabilities: | |||||||||||
Short-term obligations | $ | $ | |||||||||
| Current maturities of long-term obligations, net of unamortized debt issuance costs | |||||||||||
| Accounts payable, accrued and other liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Obligations, net of unamortized debt issuance costs | |||||||||||
| Deferred income taxes | |||||||||||
| Retirement and deferred compensation plans | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred and other non-current liabilities | |||||||||||
| Commitments and contingencies - (See Note 12) | |||||||||||
| Total Deferred Liabilities and Other | |||||||||||
Mezzanine Equity: | |||||||||||
| Redeemable Noncontrolling Interests | |||||||||||
Total Mezzanine Equity | |||||||||||
AptarGroup, Inc. stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Less: Treasury stock at cost, | ( | ( | |||||||||
| Total AptarGroup, Inc. Stockholders’ Equity | |||||||||||
| Noncontrolling interests in subsidiaries | |||||||||||
| Total Stockholders’ Equity | |||||||||||
Total Liabilities, Mezzanine Equity and Stockholders’ Equity | $ | $ | |||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| In thousands | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended | AptarGroup, Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 and 2024 | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Common Stock Par Value | Treasury Stock | Capital in Excess of Par Value | Non- Controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Changes in unrecognized pension losses and related amortization, net of tax | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Changes in derivative losses, net of tax | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock awards and option exercises | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Cash dividends declared on common stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Treasury stock purchased | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Changes in unrecognized pension gains and related amortization, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Changes in derivative gains, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock awards and option exercises | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Cash dividends declared on common stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Treasury stock purchased | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Excise tax on treasury shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
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| In thousands | |||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | AptarGroup, Inc. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 and 2024 | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Common Stock Par Value | Treasury Stock | Capital in Excess of Par Value | Non- Controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||
Balance - December 31, 2023 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
Changes in unrecognized pension gains and related amortization, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Changes in derivative losses, net of tax | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock awards and option exercises | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Cash dividends declared on common stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Treasury stock purchased | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
Balance - December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Acquisitions of non-controlling interest | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ||||||||||||||||||||||||||||||||||||||
Changes in unrecognized pension gains and related amortization, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Changes in derivative losses, net of tax | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock awards and option exercises | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Cash dividends declared on common stock | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Treasury stock purchased | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Excise tax on treasury shares | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| In thousands, brackets denote cash outflows | |||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation | |||||||||||
| Amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Provision (release) for CECL | ( | ||||||||||
Loss (gain) on disposition of fixed assets | ( | ||||||||||
| Net gain on remeasurement of equity securities | ( | ( | |||||||||
| Deferred income taxes | ( | ( | |||||||||
| Defined benefit plan expense | |||||||||||
| Equity in results of affiliates | ( | ||||||||||
| Gain on remeasurement of equity method investment | ( | ||||||||||
| Changes in balance sheet items, excluding effects from foreign currency adjustments: | |||||||||||
| Accounts and other receivables | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid and other current assets | ( | ( | |||||||||
| Accounts payable, accrued and other liabilities | ( | ||||||||||
| Income taxes payable | ( | ||||||||||
| Retirement and deferred compensation plan liabilities | ( | ( | |||||||||
Retirement and deferred compensation plan assets | ( | ( | |||||||||
| Other changes, net | ( | ||||||||||
| Net Cash Provided by Operations | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from government grants | |||||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Maturities and (purchases) of short-term investments, net | ( | ||||||||||
Acquisition of businesses, net of cash acquired | ( | ||||||||||
| Acquisition of intangible assets, net | ( | ( | |||||||||
| Investment in equity securities | ( | ||||||||||
| Notes receivable, net | ( | ||||||||||
| Net Cash Used by Investing Activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from notes payable and overdrafts | |||||||||||
| Repayments of notes payable and overdrafts | ( | ( | |||||||||
| Proceeds of short-term revolving credit facility, net | |||||||||||
| Proceeds from long-term obligations | |||||||||||
| Repayments of long-term obligations | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from stock option exercises | |||||||||||
| Purchase of treasury stock | ( | ( | |||||||||
| Redeemable noncontrolling interest | |||||||||||
| Net Cash Used by Financing Activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash | |||||||||||
| Net Increase in Cash and Equivalents and Restricted Cash | |||||||||||
| Cash and Equivalents and Restricted Cash at Beginning of Period | |||||||||||
| Cash and Equivalents and Restricted Cash at End of Period | $ | $ | |||||||||
See accompanying unaudited Notes to Condensed Consolidated Financial Statements.
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AptarGroup, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands, Except per Share Amounts, or as Otherwise Indicated)
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited Condensed 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.
In the opinion of management, the unaudited Condensed Consolidated Financial Statements (the “Condensed Consolidated Financial Statements”) include all normal recurring adjustments necessary for a fair statement of consolidated financial position, results of operations, comprehensive income, changes in equity and cash flows for the interim periods presented. The accompanying Condensed Consolidated Financial Statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. Also, certain financial position data included herein was derived from the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 but does not include all disclosures required by U.S. GAAP. Accordingly, these Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations of any interim period are not necessarily indicative of the results that may be expected for the year.
RECENT ACCOUNTING STANDARDS
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 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 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 Condensed Consolidated Financial Statements; however we have expanded disclosures. See Note 16 - Segment Information for further discussion.
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 are required to be applied prospectively with the option of retrospective application. We are evaluating the impact of the standard on our income tax disclosures and will adopt this guidance in the fourth quarter of 2025.
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. In January 2025, the FASB issued ASU 2025-01 clarifying the effective date. This standard will be effective for fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years 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.
Other accounting standards that have been issued by the FASB or other standards-setting bodies did not have a material impact on our Condensed Consolidated Financial Statements.
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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 temporary differences between the tax basis of an asset or liability and our 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, we do not have a balance of foreign earnings that will be subject to U.S. taxation upon repatriation. 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. See Note 5 – Income Taxes for more information.
We recognize a liability for the amount of unrecognized tax benefits on uncertain tax positions. This liability is recognized whenever we determine that a tax benefit will not meet a more-likely-than-not threshold for recognition.
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 Condensed Consolidated Financial Statements.
SUPPLY CHAIN FINANCE PROGRAM
We regularly renegotiate our supplier contracts and as a result have been successful in securing extended payment terms with many of our suppliers to be in line with local and regional trends. 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 Condensed Consolidated Balance Sheets, and associated payments are included in operating activities within our Condensed Consolidated Statements of Cash Flows. As of September 30, 2025, the amounts due to suppliers participating in the SCF and included in were approximately $30.5 million.
While we provide suppliers with the above third-party alternative for accelerated payments, we may also take advantage of similar accelerated payment opportunities offered to us by our customers, when economically beneficial for us to do so.
REDEEMABLE NONCONTROLLING INTEREST
During the third quarter of 2025, we entered into an agreement with the selling shareholder of three related companies: Suzhou Hsing Kwang, Suqian Hsing Kwang and Suzhou BTY (collectively referred to as “BTY”), which provides them with redemption rights (i.e. a put option) that could require Aptar to purchase the shareholder's remaining 20 % noncontrolling interests in BTY upon the passage of time. As these redemption rights are not solely within the control of Aptar, such interests are classified as redeemable noncontrolling interest outside of permanent equity, in mezzanine equity, on the Condensed Consolidated Balance Sheets.
At initial recognition, redeemable noncontrolling interests are recorded at their issuance-date or acquisition date, fair value. The fair value is estimated by applying an income approach and is based on significant inputs that are not observable in the market and is therefore a Level 3 model. Key assumptions in the valuation of the redeemable noncontrolling interest include a discount rate, a terminal value based on a range of long-term sustainable growth rates and adjustments because of the lack of control that market participants would consider when measuring the fair value of the noncontrolling interests. Subsequently, redeemable noncontrolling interests that are currently redeemable, or probable of becoming redeemable, are adjusted to the greater of (i) current redemption value or (ii) carrying amount. Adjustments to redemption value are recorded through retained earnings. Upward adjustments are considered a deemed dividend, and would result in a reduction to earnings available to common shareholders for the calculation of earnings per common share. For additional information, see Note 20 - Redeemable Noncontrolling Interests.
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NOTE 2 – REVENUE
Revenue by segment and geography based on shipped to locations for the three and nine months ended September 30, 2025 and 2024 were as follows:
| For the Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Segment | Europe | Domestic | Latin America | Asia | Total | ||||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| For the Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Segment | Europe | Domestic | Latin America | Asia | Total | ||||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Segment | Europe | Domestic | Latin America | Asia | Total | ||||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| For the Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Segment | Europe | Domestic | Latin America | Asia | Total | ||||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
We perform our obligations under a contract with a customer by transferring goods and/or services in exchange for consideration from the customer. The timing of performance will sometimes differ from the timing of the invoicing for the associated consideration from the customer, thus resulting in the recognition of a contract asset or a contract liability. We recognize a contract asset when we transfer control of goods or services to a customer prior to invoicing for the related performance obligation. The contract asset is transferred to accounts receivable when the product is invoiced to the customer. We recognize a contract liability if the customer's payment of consideration precedes the entity's performance.
The opening and closing balances of our contract asset and contract liabilities were as follows:
| Balance as of September 30, 2025 | Balance as of December 31, 2024 | Increase/ (Decrease) | |||||||||||||||
| Contract asset (current) | $ | $ | $ | ||||||||||||||
| Contract liability (current) | |||||||||||||||||
| Contract liability (long-term) | |||||||||||||||||
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The differences in the opening and closing balances of our contract asset and contract liabilities are primarily the result of timing differences between our performance and the invoicing. The total amount of revenue recognized during the current year against contract liabilities is $82.9 million, including $40.1 million relating to contract liabilities at the beginning of the year. Current contract assets are included within Prepaid and other, while current contract liabilities and long-term contract liabilities are included within Accounts payable, accrued and other liabilities and Deferred and other non-current liabilities, respectively, within our Condensed Consolidated Balance Sheets.
Determining the Transaction Price
In most cases, the transaction price for each performance obligation is stated in the contract. In determining the variable amounts of consideration within the transaction price (such as volume-based customer rebates), we include an estimate of the expected amount of consideration within revenue. We apply the expected value method based on all of the information (historical, current, and forecast) that is reasonably available and identify reasonable estimates based on this information. We apply the method consistently throughout the contract when estimating the effect of an uncertainty on the amount of variable consideration to which we will be entitled.
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 shipment, the customer is invoiced at 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 towards 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 our 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 towards 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 September 30, 2025 or December 31, 2024.
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.
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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 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.
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.
NOTE 3 - INVENTORIES
Inventories, by component, net of reserves, consisted of:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total | $ | $ | |||||||||
NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 by reporting segment were as follows:
| Aptar Pharma | Aptar Beauty | Aptar Closures | Total | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
| Foreign currency exchange effects | |||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
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The table below shows a summary of intangible assets as of September 30, 2025 and December 31, 2024.
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Weighted Average Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Value | Gross Carrying Amount | Accumulated Amortization | Net Value | |||||||||||||||||||||||||||||||||||
| Amortized intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Patents | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Acquired technology | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Trademarks and trade names | ( | ( | |||||||||||||||||||||||||||||||||||||||
| License agreements and other | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Aggregate amortization expense for the intangible assets above for the quarters ended September 30, 2025 and 2024 was $11,542 and $11,733 , respectively. Aggregate amortization expense for the intangible assets above for the nine months ended September 30, 2025 and 2024 was $33,373 and $33,407 , respectively.
As of September 30, 2025, future estimated amortization expense for the years ending December 31 is as follows:
| 2025 | $ | (remaining estimated amortization for 2025) | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2025.
NOTE 5 – INCOME TAXES
The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings and related estimated full year-taxes, adjusted for the impact of discrete quarterly items.
The Organization for Economic Cooperation and Development’s Model Global Anti-Base Erosion rules under Pillar Two have been enacted by various countries beginning in 2024. These enacted laws relate to the Pillar Two safe harbors, Income Inclusion Rule, Qualified Domestic Minimum Tax, and the Undertaxed Profits Rule for 2025. We have analyzed the provisions in the applicable jurisdictions and provided for the appropriate tax amounts. We do not expect a material impact from Pillar Two related taxes for 2025.
On July 4, 2025, the U.S. government enacted tax legislation commonly referred to as “One Big Beautiful Bill Act” (“OBBBA”). We are reviewing and analyzing the full effects of the corporate tax-related provisions of the OBBBA. While we are continuing to evaluate the full impact of the legislation, we do not expect the OBBBA to have a material effect on our estimated 2025 effective tax rate.
The effective tax rate for the three months ended September 30, 2025 and 2024, respectively, was 17.1 % and 23.8 %. The lower effective tax rate for the three months ended September 30, 2025 reflects a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (4.2 %), and a deferred tax benefit resulting from the release of a valuation allowance (2.7 %). The effective tax rate for the nine months ended September 30, 2025 and 2024, respectively, was 20.4 % and 22.7 %. The lower effective tax rate for the nine months ended September 30, 2025 reflects deferred tax benefits from the valuation allowance releases (3.1 %) and a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (1.6 %). The tax rate for 2024 reflects tax incentives in certain non-U.S. jurisdictions from intellectual property development activities and greater excess tax benefits from share-based compensation than in 2025.
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NOTE 6 – DEBT
Short-Term Obligations
At September 30, 2025 and December 31, 2024, our short term obligations, revolving credit facility and overdrafts consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
Short term obligations | $ | $ | |||||||||
Revolving credit facility | |||||||||||
Overdraft | |||||||||||
| $ | $ | ||||||||||
We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks that provides us with unsecured financing of up to $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. On July 2, 2024, we entered into a new amended and restated agreement (the “amended revolving credit facility”) that extended the maturity date to July 2029, subject to a maximum of two one-year extensions in certain circumstances. As of December 31, 2024, €170.0 million ($176.0 million) was utilized under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of September 30, 2025, we had utilized $187.0 million and €130 million ($152.6 million) under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.
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 also have an unsecured money market borrowing arrangement to provide short-term financing of up to $30 million that is available in the U.S. No
Long-Term Obligations
At September 30, 2025 and December 31, 2024, our long-term obligations consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
Notes payable | $ | $ | |||||||||
Senior unsecured notes | |||||||||||
Senior unsecured notes | |||||||||||
Term loan | |||||||||||
Senior unsecured notes | |||||||||||
| Finance Lease Liabilities | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| $ | $ | ||||||||||
| Current maturities of long-term obligations | ( | ( | |||||||||
| Total long-term obligations | $ | $ | |||||||||
On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”). The Term Loan matures in July 2027. As of September 30, 2025, $141.1 million was utilized under the Term Loan facility and as of December 31, 2024, $166 million was utilized.
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The aggregate long-term maturities, excluding finance lease liabilities and unamortized debt issuance costs, which are discussed in Note 7, due annually from the current balance sheet date for the next five years and thereafter are:
| Year One | $ | ||||
| Year Two | |||||
| Year Three | |||||
| Year Four | |||||
| Year Five | |||||
| Thereafter | |||||
Covenants
Our amended revolving credit facility and corporate long-term obligations require us to satisfy certain financial and other covenants including:
| Requirement | Level at September 30, 2025 | |||||||||||||
| Consolidated Leverage Ratio (1) | Maximum of | |||||||||||||
| Consolidated Interest Coverage Ratio (1) | Minimum of | |||||||||||||
________________________________________
NOTE 7 – LEASES
We lease certain warehouse, plant and office facilities, as well as certain equipment, under non-cancelable 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.
The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease cost: | |||||||||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | |||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease and variable lease costs | $ | $ | $ | $ | |||||||||||||||||||
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Supplemental cash flow information related to leases were as follows:
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| Operating cash flows from finance leases | |||||||||||
| Financing cash flows from finance leases | |||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | |||||||||||
NOTE 8 – 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.
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.
Components of Net Periodic Benefit Cost:
| Domestic Plans | Foreign Plans | ||||||||||||||||||||||
| Three Months Ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of net (gain) loss | ( | ||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Curtailment | ( | ||||||||||||||||||||||
| Total Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Domestic Plans | Foreign Plans | ||||||||||||||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
Amortization of net (gain) loss | ( | ||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
| Curtailment | ( | ||||||||||||||||||||||
| Total Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||||||||
During the three months ended September 30, 2024, pension curtailment accounting was triggered as a result of restructuring in one of our entities in Europe. The remeasurement of the pension obligations resulted in a decrease of $1.9 million. The components of net periodic benefit cost, other than the service cost component, are included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income.
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Employer Contributions
We currently have no minimum funding requirements for our domestic and foreign plans. However, we contributed $12.2 million to our domestic defined benefit plans during the nine months ended September 30, 2025, and do not expect that we will make any additional significant contributions during the rest of 2025. We contributed $1.3 million to our foreign defined benefit plans during the nine months ended September 30, 2025 and do not expect that we will make any additional significant contributions during the rest of 2025.
NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Changes in Accumulated Other Comprehensive (Loss) Income by Component:
| Foreign Currency | Defined Benefit Pension Plans | Derivatives | Total | ||||||||||||||||||||
| Balance - December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ( | |||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Balance - September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance - December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance - September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:
| Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line in the Statement Where Net Income is Presented | |||||||||||||||
| Three Months Ended September 30, | 2025 | 2024 | |||||||||||||||
| Defined Benefit Pension Plans | |||||||||||||||||
| Amortization of net loss | $ | $ | (1) | ||||||||||||||
| Amortization of prior service cost | (1) | ||||||||||||||||
| Total before tax | |||||||||||||||||
| ( | ( | Tax impact | |||||||||||||||
| $ | $ | Net of tax | |||||||||||||||
| Total reclassifications for the period | $ | $ | |||||||||||||||
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| Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line in the Statement Where Net Income is Presented | |||||||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||||||||
| Defined Benefit Pension Plans | |||||||||||||||||
| Amortization of net loss | $ | $ | (1) | ||||||||||||||
| Amortization of prior service cost | (1) | ||||||||||||||||
| Total before tax | |||||||||||||||||
| ( | ( | Tax impact | |||||||||||||||
| $ | $ | Net of tax | |||||||||||||||
| Total reclassifications for the period | $ | $ | |||||||||||||||
______________________________________________
(1)These accumulated other comprehensive income components are included in the computation of total net periodic benefit costs, net of tax. See Note 8 – Retirement and Deferred Compensation Plans for additional details.
NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We maintain a foreign exchange risk management policy designed to establish a framework to protect the value of our non-functional currency denominated transactions from adverse changes in exchange rates. Sales of our products can be denominated in a currency different from the currency in which the related costs to produce the product are denominated. Changes in exchange rates on such inter-country sales or intercompany loans can impact our results of operations. Our policy is not to engage in speculative foreign currency hedging activities, but to minimize our net foreign currency transaction exposure, defined as firm commitments and transactions recorded and denominated in currencies other than the functional currency. We may use foreign currency forward exchange contracts, options and cross currency swaps to economically hedge these risks.
For derivative instruments designated as hedges, we formally document the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness at inception. Quarterly thereafter, we formally assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur. All derivative financial instruments used as hedges are recorded at fair value in the Condensed Consolidated Balance Sheets (See Note 11 - Fair Value).
Cash Flow Hedge
For derivative instruments that are designated and qualify as cash flow hedges, the changes in fair values are recorded in accumulated other comprehensive loss and included in changes in derivative gain/loss. The changes in the fair values of derivatives designated as cash flow hedges are reclassified from accumulated other comprehensive loss to net income when the underlying hedged item is recognized in earnings. Cash flows from the settlement of derivative contracts designated as cash flow hedges offset cash flows from the underlying hedged items and are included in operating activities in the Condensed Consolidated Statements of Cash Flows.
Net Investment Hedge
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 foreign subsidiaries. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive effect. In some cases we maintain debt in these subsidiaries to offset the net asset exposure. In the event we plan on a full or partial liquidation of any of our foreign subsidiaries where our net investment is likely to be monetized, we will consider hedging the currency exposure associated with such a transaction.
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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 % euro debt. We pay semi-annual fixed rate interest payments on the euro notional amount of €2.5 million and receive semi-annual fixed rate interest payments on the USD notional amount of $3.7 million. This swap has been designated as a net investment hedge to effectively hedge the foreign exchange risk associated with €200 million of our euro denominated net assets. We elected the spot method for recording the net investment hedge. Gains and losses resulting from the settlement of the excluded components are recorded in interest expense in the Condensed Consolidated Statements of Income. Gains and losses resulting from the fair value adjustments to the cross currency swap agreements are recorded in accumulated other comprehensive (loss) income as the swaps are effective in hedging the designated risk. As of September 30, 2025, the fair value of the cross currency swap was a $33.8 million liability. The swap agreement will mature on September 15, 2029.
Other
As of September 30, 2025, we have recorded the fair value of foreign currency forward exchange contracts of $0.1 million in prepaid and other and $0.9 million in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets. All forward exchange contracts outstanding as of September 30, 2025 had an aggregate notional contract amount of $83.5 million.
Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
Balance Sheet Location | Derivatives Designated as Hedging Instruments | Derivatives not Designated as Hedging Instruments | Derivatives Designated as Hedging Instruments | Derivatives not Designated as Hedging Instruments | |||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||
| Foreign Exchange Contracts | Prepaid and other | $ | $ | $ | $ | ||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||
| Foreign Exchange Contracts | Accounts payable, accrued and other liabilities | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cross Currency Swap Contract (1) | Deferred and other non-current liabilities | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||
__________________________
(1)This cross currency swap agreement is composed of both an interest component and a foreign exchange component.
The Effect of Derivatives Designated as Hedging Instruments on Accumulated Other Comprehensive Income (Loss) for the Three Months Ended September 30, 2025 and 2024
| Derivatives Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Location of (Loss) Gain Recognized in Income on Derivatives | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative | Total Amount of Affected Income Statement Line Item | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Cross currency swap agreement: | |||||||||||||||||||||||||||||||||||
| Foreign exchange component | $ | $ | ( | Miscellaneous, net | $ | $ | $ | ||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
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The Effect of Derivatives Designated as Hedging Instruments on Accumulated Other Comprehensive Income (Loss) for the Nine Months Ended September 30, 2025 and 2024
| Derivatives Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivative | Location of Gain (Loss) Recognized in Income on Derivatives | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income on Derivative | Total Amount of Affected Income Statement Line Item | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
| Cross currency swap agreement: | |||||||||||||||||||||||||||||||||||
| Foreign exchange component | $ | ( | $ | ( | Miscellaneous, net | $ | $ | $ | |||||||||||||||||||||||||||
| $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||
The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2025 and 2024
| Derivatives Not Designated as Hedging Instruments | Location of (Loss) Gain Recognized in Income on Derivatives | Amount of (Loss) Gain Recognized in Income on Derivatives | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Foreign Exchange Contracts | Other (Expense) Income: Miscellaneous, net | $ | ( | $ | ( | ||||||||||||
| $ | ( | $ | ( | ||||||||||||||
The Effect of Derivatives Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2025 and 2024
| Derivatives Not Designated as Hedging Instruments | Location of Loss Recognized in Income on Derivatives | Amount of Loss Recognized in Income on Derivatives | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Foreign Exchange Contracts | Other (Expense) Income: Miscellaneous, net | $ | ( | $ | ( | ||||||||||||
| $ | ( | $ | ( | ||||||||||||||
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| Gross Amounts Offset in the Statement of Financial Position | Net Amounts Presented in the Statement of Financial Position | Gross Amounts not Offset in the Statement of Financial Position | |||||||||||||||||||||||||||||||||
| Gross Amount | Financial Instruments | Cash Collateral Received | Net Amount | ||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | ||||||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | ||||||||||||||||||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | ||||||||||||||||||||||||||||||||
NOTE 11 – FAIR VALUE
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.
As of September 30, 2025, the fair values of our financial assets and liabilities were categorized as follows:
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Investment in equity securities (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign exchange contracts (2) | |||||||||||||||||||||||
Convertible notes (3) | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Foreign exchange contracts (2) | $ | $ | $ | $ | |||||||||||||||||||
Cross currency swap contract (2) | |||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||
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As of December 31, 2024, the fair values of our financial assets and liabilities were categorized as follows:
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
Investment in equity securities (1) | $ | $ | $ | $ | |||||||||||||||||||
Foreign exchange contracts (2) | |||||||||||||||||||||||
Convertible note (3) | |||||||||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Foreign exchange contracts (2) | $ | $ | $ | $ | |||||||||||||||||||
Cross currency swap contract (2) | |||||||||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||
________________________________________________
(1)Investment in PureCycle Technologies (“PCT” or “PureCycle”). See Note 18 – Investment in Equity Securities for discussion of this investment.
(2)Market approach valuation technique based on observable market transactions of spot and forward rates.
(3)Investment in convertible notes in Enable Injections, Inc. and Siklus Refill Pte, Ltd. The investments are included within Miscellaneous assets in our Condensed Consolidated Balance Sheets.
The carrying amounts of our other current financial instruments such as cash and equivalents, accounts and notes receivable, notes payable and current maturities of long-term obligations approximate fair value due to the short-term maturity of the instrument. We consider our long-term debt obligations a Level 2 liability and utilize the market approach valuation technique based on interest rates that are currently available to us for issuance of debt with similar terms and maturities. The estimated fair value of our long-term obligations was $508.6 million as of September 30, 2025 and $624.7 million as of December 31, 2024.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
We are subject to a number of lawsuits and claims both actual and potential in nature including those involving intellectual property and commercial disputes. For example, we are involved in legal proceedings in certain jurisdictions related to alleged infringement of intellectual property rights, alleged customer breach of confidentiality obligations, alleged customer misuse of proprietary information and alleged violations of competition and antitrust laws. We are actively litigating our interests in these matters and management believes the resolution of these claims and lawsuits will not have a material adverse effect on our financial position, results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur that could include amounts in excess of any accruals which management has established. Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows.
Legal Proceedings
On March 25, 2025, AptarGroup, Inc. and its subsidiary, Aptar France SAS, filed a lawsuit in the United States District Court for the Southern District of New York against ARS Pharmaceuticals, Inc. and ARS Pharmaceuticals Operations, Inc. (together, “ARS”). The complaint alleges that ARS misappropriated Aptar’s trade secrets and breached multiple contractual confidentiality obligations. This matter is pending and no final determination has been made by the court. Aptar seeks injunctive relief and damages. Relatedly, on September 29, 2025, ARS filed a lawsuit in the United States District Court for the Southern District of California against Aptar. The complaint alleges that Aptar violated Sections 1 and 2 of the Sherman Act and Section 3 of the Clayton Act by refusing to sell certain components. ARS seeks injunctive relief and damages.
In May 2025, Nemera La Verpillière SAS ("Nemera") filed parallel patent infringement actions in Mannheim Regional Court, Germany and Paris Judicial Court, France against Aptar and certain subsidiaries alleging that Aptar's ophthalmic product infringes a Nemera patent, seeking an injunction and damages. Aptar is contesting the claims. Aptar filed oppositions before the European Patent Office ("EPO") challenging the validity of the European Patent (EP) asserted by Nemera. On October 2, 2025, an EPO hearing invalidated Nemera’s main patent claim while allowing an amended claim to continue. The infringement proceedings in Germany and France are continuing.
At this stage, each of the above matters is too preliminary to form a judgment as to whether an adverse outcome is probable, and we are unable to estimate the possible loss or range of loss, if any.
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Other Contingencies
Under our Certificate of Incorporation, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a directors and officers liability insurance policy that covers a portion of our exposure. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. We have no
We are periodically subject to loss contingencies resulting from customs duties assessments. We accrue for anticipated costs when an assessment has indicated that a loss is probable and can be reasonably estimated. We have received claims worth approximately $10 million to $11 million in principal, and $22 million to $23 million for interest and penalties. We are currently defending our position with respect to these claims in the respective administrative procedures. Due to uncertainty in the probability of settlement and the timing of our appeal, no liability is recorded as of September 30, 2025.
NOTE 13 – STOCK REPURCHASE PROGRAM
On October 10, 2024, we announced a share repurchase authorization of up to $500 million of common stock. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.
During the three and nine months ended September 30, 2025, we repurchased approximately 286 thousand shares for $40.0 million and 1.3 million shares for $190.0 million, respectively. During the three and nine months ended September 30, 2024, we repurchased approximately 95 thousand shares for $14.2 million and 215 thousand shares for $31.3 million, respectively. As of September 30, 2025, there was $272.7 million for authorized share repurchases remaining under the existing authorization.
NOTE 14 – STOCK-BASED COMPENSATION
We issue restricted stock units (“RSUs”), which consist of time-based and performance-based awards, to employees under stock awards plans approved by stockholders. In addition, RSUs are issued to non-employee directors under a Restricted Stock Unit Award Agreement for Directors pursuant to the Company’s 2018 Equity Incentive Plan. RSUs granted to employees vest according to a specified performance period and/or vesting period. Time-based RSUs generally vest over three years . Performance-based RSUs vest at the end of the specified performance period, generally three years , assuming required performance or market vesting conditions are met.
For awards granted in the first quarter of 2023 and thereafter, our performance-based RSUs will vest based on our return on invested capital (“ROIC”). Award share payouts depend on the extent to which the ROIC performance goal has been achieved, but the final payout is adjusted by a total shareholder return (“TSR”) modifier.
At the time of vesting, the vested shares of common stock are issued in the employee’s name. In addition, RSU awards are generally net settled (shares are withheld to cover the employee tax obligation). RSUs granted to directors are only time-based and generally vest on or around the first anniversary of the date of grant.
The fair value of both time-based RSUs and performance-based RSUs pertaining to internal performance metrics is determined using the closing price of our common stock on the grant date. The fair value of performance-based RSUs pertaining to TSR is estimated using a Monte Carlo simulation. Inputs and assumptions used to calculate the fair value are shown in the table below. The fair value of these RSUs is expensed over the vesting period using the straight-line method or using the graded vesting method when an employee becomes eligible to retain the award at retirement.
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Fair value per stock award | $ | $ | |||||||||
| Grant date stock price | $ | $ | |||||||||
| Assumptions: | |||||||||||
| Aptar's stock price expected volatility | % | % | |||||||||
| Expected average volatility of peer companies | % | % | |||||||||
| Correlation assumption | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Dividend yield assumption | % | % | |||||||||
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A summary of RSU activity as of September 30, 2025 and changes during the nine month period then ended is presented below:
| Time-Based RSUs | Performance-Based RSUs | ||||||||||||||||||||||
| Units | Weighted Average Grant-Date Fair Value | Units | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Nonvested at January 1, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Nonvested at September 30, 2025 | $ | $ | |||||||||||||||||||||
Included in the time-based RSU activity for the nine months ended September 30, 2025 are 9,805 units granted to non-employee directors and 10,208 units that vested related to non-employee directors.
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Compensation expense (included in SG&A) | $ | $ | |||||||||
| Compensation expense (included in Cost of sales) | |||||||||||
| Compensation expense, Total | $ | $ | |||||||||
| Fair value of units vested | |||||||||||
| Intrinsic value of units vested | |||||||||||
The actual tax benefit realized for the tax deduction from RSUs was approximately $9.8 million and $7.2 million in the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $51.3 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 1.9 years.
Historically we issued stock options to our employees and non-employee directors. We did not issue stock options between 2019 and 2022. Stock options were reinstituted in 2023 and valued based on the Black-Scholes model and generally vest ratably over three years and expire 10 years after grant.
The Company uses historical data to estimate expected life and volatility. The weighted-average fair value of stock options granted under the stock awards plans were $36.91 and $36.07 per share during the first nine months of 2025 and 2024, respectively. These values were estimated on the respective dates of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| Stock Award Plans: | |||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Dividend Yield | % | % | |||||||||
| Expected Stock Price Volatility | % | % | |||||||||
| Risk-free Interest Rate | % | % | |||||||||
| Expected Life of Option (years) | |||||||||||
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| Stock Awards Plans | |||||||||||
| Options | Weighted Average Exercise Price | ||||||||||
| Outstanding, January 1, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | ( | ||||||||||
| Forfeited or expired | ( | ||||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
| Exercisable at September 30, 2025 | $ | ||||||||||
| Weighted-Average Remaining Contractual Term (Years): | |||||||||||
| Outstanding at September 30, 2025 | |||||||||||
| Exercisable at September 30, 2025 | |||||||||||
| Aggregate Intrinsic Value: | |||||||||||
| Outstanding at September 30, 2025 | $ | ||||||||||
| Exercisable at September 30, 2025 | $ | ||||||||||
Intrinsic Value of Options Exercised During the Nine Months Ended: | |||||||||||
| September 30, 2025 | $ | ||||||||||
| September 30, 2024 | $ | ||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Compensation expense (included in SG&A) | $ | $ | |||||||||
| Compensation expense (included in Cost of sales) | |||||||||||
| Compensation expense, Total | $ | $ | |||||||||
| Compensation expense, net of tax | |||||||||||
| Grant date fair value of options vested | |||||||||||
The increase in stock option expense is due to the newly issued options as discussed above. Cash received from option exercises for the nine months ended September 30, 2025 and 2024 was approximately $14.9 million and $44.4 million, respectively. The actual tax benefit realized for the tax deduction from option exercises was approximately $3.8 million and $10.3 million in the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $5.8 million of total unrecognized compensation cost relating to stock option awards which is expected to be recognized over a weighted-average period of 2.0 years.
NOTE 15 – EARNINGS PER SHARE
Basic net income per share is calculated by dividing net income attributable to Aptar by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to Aptar by the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to stock-based compensation awards. Stock-based compensation awards for which total employee proceeds exceed the average market price over the applicable period would have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. The reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 were as follows:
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| Three Months Ended | |||||||||||||||||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||
| Diluted | Basic | Diluted | Basic | ||||||||||||||||||||
| Consolidated operations | |||||||||||||||||||||||
| Income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Average equivalent shares | |||||||||||||||||||||||
| Shares of common stock | |||||||||||||||||||||||
| Effect of dilutive stock-based compensation | |||||||||||||||||||||||
| Stock options | — | — | |||||||||||||||||||||
| Restricted stock | — | — | |||||||||||||||||||||
| Total average equivalent shares | |||||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||||||||||||||
| Diluted | Basic | Diluted | Basic | ||||||||||||||||||||
| Consolidated operations | |||||||||||||||||||||||
| Income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Average equivalent shares | |||||||||||||||||||||||
| Shares of common stock | |||||||||||||||||||||||
| Effect of dilutive stock-based compensation | |||||||||||||||||||||||
| Stock options | — | — | |||||||||||||||||||||
| Restricted stock | — | — | |||||||||||||||||||||
| Total average equivalent shares | |||||||||||||||||||||||
| Net income per share | $ | $ | $ | $ | |||||||||||||||||||
NOTE 16 – SEGMENT INFORMATION
We are organized into three reporting segments. Operations that sell proprietary dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer health care, injectables, active material science solutions and digital health markets form our Aptar Pharma segment. Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Aptar Beauty segment. Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and other markets form our Aptar Closures segment. Aptar Pharma and Aptar Beauty are named for the markets they serve with multiple product platforms, while Aptar Closures is named primarily for a single product platform that serves all available markets.
The accounting policies of the segments are the same as those described in Part II, Item 8, Note 1 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024. Our chief operating decision maker, ("CODM") is our President and Chief Executive Officer, Stephan Tanda. Our CODM is provided operating reports from each of our reportable segments which include or can be used to easily derive significant segment expenses identified as selling, research & development and administrative expenses and cost of sales by segment. Additionally, the other segment items is primarily comprised of foreign currency gains or losses from operations and other non-operating activity. Our CODM evaluates performance of our reporting segments and allocates resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, gain on remeasurement of equity method investment, unrealized investment gains and losses related to observable market price changes on equity securities and other special items. Adjusted EBITDA provides useful information regarding the performance of each segment as it reflects the profitability and performance of each segment on a consistent and comparable basis, and our CODM considers budget-to-actual variances on a monthly basis when making decisions supporting capital resource allocation, including in connection with development, acquisition and disposition activities in each segment.
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Financial information regarding our reporting segments is shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total Sales: | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Total Sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: Intersegment Sales: | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Total Intersegment Sales | $ | $ | $ | $ | |||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Net Sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of Sales (exclusive of depreciation and amortization): | |||||||||||||||||||||||
| Aptar Pharma | |||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Selling, Research & Development and Administrative: | |||||||||||||||||||||||
| Aptar Pharma | |||||||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Other Segment Items: | |||||||||||||||||||||||
| Aptar Pharma | ( | ( | ( | ||||||||||||||||||||
| Aptar Beauty | ( | ( | ( | ( | |||||||||||||||||||
| Aptar Closures | ( | ( | ( | ( | |||||||||||||||||||
| Adjusted EBITDA (1): | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Adjusted EBITDA for Reportable Segments | $ | $ | $ | $ | |||||||||||||||||||
| Corporate & Other, unallocated | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition-related costs (2) | ( | ( | ( | ||||||||||||||||||||
| Restructuring Initiatives (3) | ( | ( | ( | ( | |||||||||||||||||||
| Curtailment gain related to restructuring initiatives (4) | |||||||||||||||||||||||
| Net unrealized investment (loss) gain (5) | ( | ||||||||||||||||||||||
| Gain from remeasurement of equity method investment (6) | |||||||||||||||||||||||
Other special items (7) | ( | ( | |||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest Expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest Income | |||||||||||||||||||||||
| Income before Income Taxes | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Depreciation and Amortization: | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Depreciation and Amortization for Reportable Segments | |||||||||||||||||||||||
| Corporate & Other | |||||||||||||||||||||||
| Depreciation and Amortization | $ | $ | $ | $ | |||||||||||||||||||
________________________________________________
(1)We evaluate performance of our reporting segments and allocate resources based upon Adjusted EBITDA. Adjusted EBITDA is defined as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities and other special items.
(2)Acquisition-related costs include transaction costs (and purchase accounting adjustments related to acquisitions and investments).
(3)Restructuring Initiatives includes expense items for the three and nine months ended September 30, 2025 and 2024 as follows (see Note 19 – Restructuring Initiatives for further details):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Restructuring Initiatives by Plan: | |||||||||||||||||||||||
| Optimization initiative | $ | $ | $ | $ | |||||||||||||||||||
| Prior year initiatives | ( | ||||||||||||||||||||||
| Total Restructuring Initiatives | $ | $ | $ | $ | |||||||||||||||||||
| Restructuring Initiatives by Segment: | |||||||||||||||||||||||
| Aptar Pharma | $ | $ | $ | $ | |||||||||||||||||||
| Aptar Beauty | |||||||||||||||||||||||
| Aptar Closures | |||||||||||||||||||||||
| Corporate & Other | ( | ||||||||||||||||||||||
| Total Restructuring Initiatives | $ | $ | $ | $ | |||||||||||||||||||
(4)The curtailment gain is included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income (see Note 8 – Retirement and Deferred Compensation Plans).
(5)Net unrealized investment gain (loss) represents the change in fair value of our investment in PCT (see Note 18 – Investment in Equity Securities for further details).
(6)The gain on remeasurement of equity method investment represents the remeasurement of our previously held minority equity interest in BTY at fair value (see Note 17 – Acquisitions for further details).
(7)Other special items includes costs related to non-ordinary-course litigation regarding the matters disclosed under "Legal Proceedings" within Note 12 - Commitments and Contingencies, as these costs do not reflect our core operating performance.
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NOTE 17 – ACQUISITIONS
Business Combinations
BTY
On July 28, 2025, we executed our call option to purchase an additional 31 % equity interest in three related companies: Suzhou Hsing Kwang, Suqian Hsing Kwang and Suzhou BTY (collectively referred to as “BTY”) increasing our beneficial ownership to 80 %, in exchange for cash consideration of $29.2 million with additional $7.4 million consideration that is included within accounts payable, accrued and other liabilities on our Condensed Consolidated Balance Sheet that settled on October 28, 2025. The BTY entities are leading Chinese manufacturers of high quality, decorative metal components, metal-plastic sub-assemblies, and complete color cosmetics packaging solutions for the beauty industry. We accounted for this acquisition as a business combination resulting in the consolidation of BTY within the Aptar Beauty segment in our financial statements. A redeemable non-controlling interest was recognized at fair value. Under the terms of the agreement, we have a call option to acquire the remaining equity interests of BTY based on a predetermined formula in three years. Additionally, the selling shareholder of BTY has a put option for the remaining equity interest to be acquired by Aptar based on a predetermined formula.
As a result of this acquisition, we remeasured our previously held minority equity interest in BTY at fair value resulting in a pre-tax gain of $26.5 million recognized in Gain from remeasurement of equity method investment on our Consolidated Statements of Income.The acquisition date fair value of the previously held minority equity interest was calculated by multiplying the gross-up of the total consideration for the acquired ownership interest by the related effective previously held equity interest of 49 %.
The following table summarizes the assets acquired and liabilities assumed from the BTY acquisition as of the acquisition date at the estimated fair value. As of September 30, 2025, we have not completed the analysis to assign fair values to all tangible and intangible assets acquired. As such, the preliminary purchase price allocation is subject to further refinement and may change.
| 2025 | |||||
| Assets | |||||
| Cash and equivalents | $ | ||||
| Accounts and notes receivable | |||||
| Inventories | |||||
| Prepaid and other | |||||
| Buildings and improvements | |||||
| Machinery and equipment | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Operating lease right-of-use assets | |||||
| Miscellaneous | |||||
| Liabilities | |||||
| Current maturities of long-term obligations, net of unamortized debt issuance costs | |||||
| Accounts payable, accrued and other liabilities | |||||
| Deferred income taxes | |||||
| Operating lease liabilities | |||||
| Long-term obligations, net of unamortized debt issuance costs | |||||
| Deferred and other non-current liabilities | |||||
| Net assets acquired | $ | ||||
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The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives for the BTY acquisition as of the acquisition date:
| 2025 | |||||||||||
| Weighted-Average Useful Life (in Years) | Estimated Fair Value of Assets | ||||||||||
| Acquired technology | $ | ||||||||||
| Customer relationships | |||||||||||
| License agreements and other | |||||||||||
| Total | $ | ||||||||||
Goodwill in the amount of $71.7 million was recorded related to the BTY acquisition. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill acquired in the BTY acquisition largely consists of estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized and is attributable to expected revenue growth as synergies within the company. Goodwill will not be amortized, but will be tested for impairment at least annually. For the BTY acquisition, no goodwill will be deductible for tax purposes. Acquisition costs of $0.6 million were incurred related to BTY during the nine months ended September 30, 2025.
Pro forma results of operations for this acquisition are not presented because the acquisition is not material to the Company's consolidated results of operations for the period ended September 30, 2025.
Sommaplast
On September 30, 2025 we entered into an agreement to purchase Sommaplast, a specialized provider of oral dosing pharma packaging solutions, such as droppers, dispensers and dosing cups, based in Brazil. The closing of the transaction is subject to regulatory approvals and other customary closing conditions and is anticipated in the fourth quarter of 2025. The purchase price is approximately $30 million to $35 million.
NOTE 18 – INVESTMENT IN EQUITY SECURITIES
Our investment in equity securities consisted of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Equity Method Investments: | |||||||||||
| Goldrain | $ | $ | |||||||||
| BTY | |||||||||||
| Sonmol | |||||||||||
| Others | |||||||||||
| Other Investments: | |||||||||||
| PureCycle | |||||||||||
| YAT | |||||||||||
| Others | |||||||||||
| $ | $ | ||||||||||
Equity Method Investments
BTY
On July 28, 2025, we increased our beneficial ownership in BTY from 49 % to 80 %, effectively moving from equity accounting to consolidation. For additional information, see Note 17 - Acquisitions and Note 20 - Redeemable Controlling Interests. For the year to date period through July 28, 2025, prior to consolidation upon our call exercise, Aptar had purchases of $7.4 million from BTY. For the nine months ended September 30, 2024, Aptar had purchases of $8.7 million from BTY. As of July 28, 2025 and December 31, 2024, approximately $2.1 million and $2.5 million, respectively, was due to BTY and included in accounts payable, accrued and other liabilities on our Condensed Consolidated Balance Sheets.
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Dianosic
On July 23, 2025, we invested $4.1 million to acquire 21 % of the equity interests in Dianosic SAS ("Dianosic"). Based in France, Dianosic's principal activity is the purchase, manufacture, research and promotion of drug delivery systems.
Goldrain
On October 22, 2024, we acquired 40 % of the equity interests in Ningbo Jinyu Technology Industry Co., Ltd., doing business as Goldrain, (referred to as “Goldrain”), a leading manufacturer of dispensing technologies in China for an approximate purchase price of $99 million. Goldrain is a leading manufacturer specialized in developing and producing packages for skin care, cosmetic, household, cleaning, personal care and perfumery products.
Sonmol
On April 1, 2020, we invested $5.0 million to acquire 30 % of the equity interests in Healthcare, Inc., Shanghai Sonmol Internet Technology Co., Ltd. and its subsidiary, Shanghai Sonmol Medical Equipment Co., Ltd. (collectively referred to as “Sonmol”). Sonmol is a leading Chinese pharmaceutical company that provides consumer electric devices and connected devices for asthma control.
Desotec GmbH
During 2009, we invested €574 thousand to acquire 23 % of the equity interests in Desotec GmbH, a leading manufacturer of specialty assembly machines for bulk processing for the pharmaceutical, beauty and closures markets.
Other Investments
On July 2, 2025, we invested approximately $3.2 million to acquire 10 % of the equity interests in Yangi, a machine builder of dry molded fiber packaging manufacturing machines.
In prior years, we invested, through a series of transactions, an aggregate amount of $2.9 million in preferred equity investments in Loop, a sustainability company.
In prior years, we also invested, through a series of transactions, $3.0 million in PureCycle and received $0.7 million of equity in exchange for our resource dedication for technological partnership and support. In March 2021, PureCycle became a publicly-traded company and listed its common stock on Nasdaq under the ticker symbol “PCT,” At that time, our investment in PureCycle was converted into shares of common stock of PCT resulting in less than a 1 % ownership interest. This investment is now recorded at fair value based on observable market prices for identical assets and the change in fair value is recorded as a net investment gain or loss in the Condensed Consolidated Statements of Income.
For the three and nine months ended September 30, 2025 and 2024, we recorded the following net investment gain or loss on our investment in PureCycle:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net investment gain (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
On July 7, 2021, we invested approximately $5.9 million to acquire 10 % of the equity interests in YAT, a multi-functional, science-driven online skincare solutions company.
NOTE 19 – RESTRUCTURING INITIATIVES
For the three and nine months ended September 30, 2025, we recognized $2.2 million and $5.8 million, respectively, of restructuring costs related to our initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and nine months ended September 30, 2024, we recognized $3.9 million and $9.7 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of September 30, 2025 was $70.5 million.
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As of September 30, 2025, we have recorded the following activity associated with our optimization initiatives:
| Beginning Reserve at December 31, 2024 | Net Charges for the Nine Months Ended September 30, 2025 | Cash Paid | Interest and FX Impact | Ending Reserve at September 30, 2025 | |||||||||||||||||||||||||
| Employee severance | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Professional fees and other costs | ( | ||||||||||||||||||||||||||||
| Totals | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
As of September 30, 2024, we have recorded the following activity associated with our optimization initiatives:
| Beginning Reserve at December 31, 2023 | Net Charges for the Nine Months Ended September 30, 2024 | Cash Paid | Interest and FX Impact | Ending Reserve at September 30, 2024 | |||||||||||||||||||||||||
| Employee severance | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Professional fees and other costs | ( | ||||||||||||||||||||||||||||
| Totals | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
During the three months ended September 30, 2024, pension curtailment accounting was triggered as a result of restructuring in one of our entities in Europe. The remeasurement of the pension obligations resulted in a decrease of $1.9 million. The curtailment gain is included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income.
NOTE 20 – REDEEMABLE NONCONTROLLING INTERESTS
The BTY purchase agreement includes a call option and a put option. The put option, held by the noncontrolling shareholder of BTY, provides the right to sell its remaining 20 % interest in BTY to Aptar. The call option, held by Aptar, provides us the right to acquire from the noncontrolling shareholder the remaining 20 % interest in BTY based on a predetermined formula subject to future negotiations. The call option and put option become exercisable in the third quarter of 2028 and remains outstanding indefinitely.
The noncontrolling interest is considered redeemable due to the existence of the put option as (i) the noncontrolling shareholder can put the BTY shares to Aptar, (ii) the put is outside Aptar's control; and (iii) it is probable of becoming redeemable solely based on the passage of time. The put and call options cannot be separated from the noncontrolling interest and did not require bifurcation from the noncontrolling interest under the guidance in ASC 815. Due to the redemption features, the noncontrolling interest is classified as redeemable noncontrolling interest within mezzanine equity on the Condensed Consolidated Balance Sheets. For additional information, see Note 17 - Acquisitions.
Redeemable noncontrolling interests are initially recorded at the issuance date fair value, as of the acquisition date of BTY. When redeemable noncontrolling interest becomes redeemable, or it is probable of becoming redeemable, its value is adjusted to the greater of current redemption value or carrying value. The redemption value is remeasured on a quarterly basis based on the predetermined formula set forth in the shareholder agreement. No adjustment was required to the redemption value as of September 30, 2025.
The following table presents a roll forward of the redeemable noncontrolling interests for the nine months ended September 30, 2025:
| 2025 | |||||
| Balance at January 1 | $ | ||||
| Acquisition of redeemable noncontrolling interests | |||||
| Additional contributions | |||||
| Net loss attributable to redeemable noncontrolling interests | ( | ||||
| Foreign currency adjustments | |||||
| Balance at September 30 | $ | ||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, OR AS OTHERWISE INDICATED)
RESULTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Cost of sales (exclusive of depreciation and amortization shown below) | 62.2 | 61.4 | 62.1 | 62.5 | |||||||||||||||||||
| Selling, research & development and administrative | 15.5 | 15.6 | 16.2 | 16.2 | |||||||||||||||||||
| Depreciation and amortization | 7.8 | 7.4 | 7.5 | 7.2 | |||||||||||||||||||
| Restructuring initiatives | 0.2 | 0.4 | 0.2 | 0.3 | |||||||||||||||||||
| Operating income | 14.3 | 15.2 | 14.0 | 13.8 | |||||||||||||||||||
| Interest expense | (1.4) | (1.4) | (1.3) | (1.2) | |||||||||||||||||||
| Other expense | 3.1 | 0.6 | 1.5 | 0.3 | |||||||||||||||||||
| Income before income taxes | 16.0 | 14.4 | 14.2 | 12.9 | |||||||||||||||||||
| Net Income | 13.3 | 11.0 | 11.3 | 10.0 | |||||||||||||||||||
| Effective tax rate | 17.1 | % | 23.8 | % | 20.4 | % | 22.7 | % | |||||||||||||||
| Adjusted EBITDA margin (1) | 23.2 | % | 22.9 | % | 22.2 | % | 21.2 | % | |||||||||||||||
________________________________________________
(1)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”
NET SALES
We reported net sales of $961.1 million for the quarter ended September 30, 2025, which represents a 6% increase compared to $909.3 million reported during the third quarter of 2024. The U.S. dollar weakened against most European currencies resulting in a positive 4% currency translation impact at the consolidated level. Current year acquisitions also positively impacted consolidated sales by 1%. Therefore, core sales, which excludes acquisitions and changes in foreign currency rates, increased by 1% in the third quarter of 2025 compared to the same period in 2024. Strong product volume growth in our Aptar Pharma and Aptar Closures segments more than compensated for lower tooling sales and the pass through of lower resin costs.
| Third Quarter 2025 Net Sales Change over Prior Year | Aptar Pharma | Aptar Beauty | Aptar Closures | Total | |||||||||||||||||||
| Reported Net Sales Growth | 6 | % | 8 | % | 1 | % | 6 | % | |||||||||||||||
| Currency Effects (1) | (4) | % | (4) | % | (2) | % | (4) | % | |||||||||||||||
| Acquisitions | — | % | (4) | % | — | % | (1) | % | |||||||||||||||
| Core Sales Growth | 2 | % | — | % | (1) | % | 1 | % | |||||||||||||||
Reported net sales for the first nine months of 2025 increased 3% to $2.81 billion compared to $2.73 billion for the first nine months of 2024. Foreign currency exchange rates and acquisitions each positively impacted our consolidated results by 1% during the first nine months of 2025. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased 1% for the first nine months of 2025 compared to the same period in 2024. As mentioned above, volume growth in our Aptar Pharma and Aptar Closures segments more than compensated for lower tooling sales and the pass through of lower resin costs.
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| Nine Months Ended September 30, 2025 Net Sales Change over Prior Year | Aptar Pharma | Aptar Beauty | Aptar Closures | Total | |||||||||||||||||||
| Reported Net Sales Growth | 4 | % | 2 | % | 1 | % | 3 | % | |||||||||||||||
| Currency Effects (1) | (2) | % | (1) | % | — | % | (1) | % | |||||||||||||||
| Acquisitions | — | % | (1) | % | — | % | (1) | % | |||||||||||||||
| Core Sales Growth | 2 | % | — | % | 1 | % | 1 | % | |||||||||||||||
________________________________________________
(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.
The following table sets forth, for the periods indicated, net sales by geographic location based on shipped to locations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | 2025 | % of Total | 2024 | % of Total | ||||||||||||||||||||||||||||||||||||||||
| Domestic | $ | 299,728 | 31 | % | $ | 291,571 | 32 | % | $ | 891,934 | 32 | % | $ | 859,294 | 31 | % | |||||||||||||||||||||||||||||||
| Europe | 465,803 | 48 | % | 445,129 | 49 | % | 1,380,444 | 49 | % | 1,369,648 | 50 | % | |||||||||||||||||||||||||||||||||||
| Latin America | 75,131 | 8 | % | 69,155 | 8 | % | 223,787 | 8 | % | 219,028 | 8 | % | |||||||||||||||||||||||||||||||||||
| Asia | 120,469 | 13 | % | 103,436 | 11 | % | 318,280 | 11 | % | 286,832 | 11 | % | |||||||||||||||||||||||||||||||||||
For discussion regarding net sales by reporting segment, please refer to the analysis of segment net sales and segment Adjusted EBITDA on the following pages.
COST OF SALES (EXCLUSIVE OF DEPRECIATION AND AMORTIZATION SHOWN BELOW)
Cost of sales (“COS”) as a percentage of net sales increased to 62.2% in the third quarter of 2025 compared to 61.4% in the third quarter of 2024. While our sales and royalty growth continued to be driven by our Pharma segment, sales within this segment were negatively impacted by a mix of lower margin applications compared to the same period in 2024. We also were negatively impacted by lower productivity and an increase in certain input costs.
For the first nine months of 2025, COS as a percentage of net sales decreased to 62.1% compared to 62.5% in the same period in 2024. This decrease is mainly due to the improved mix of higher-margin Pharma product sales and royalties along with favorable productivity driven by volume and savings from cost management initiatives.
SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE
Selling, research & development and administrative expenses (“SG&A”) increased by approximately $7.2 million to $148.8 million in the third quarter of 2025 compared to $141.6 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $2.4 million in the quarter mainly due to higher legal fees in our Aptar Pharma segment. SG&A as a percentage of net sales decreased to 15.5% in the third quarter of 2025 compared to 15.6% in the same period in 2024.
Our SG&A expenses increased by approximately $11.5 million to $455.2 million in the first nine months of 2025 compared to $443.7 million during the same period in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $6.3 million in the first nine months of 2025 compared to the first nine months of 2024 mainly due to the higher legal expenses discussed above. We also incurred higher bad debt costs during the first nine months of 2025 due to a reversal of a specific customer reserve in the 2024 period. SG&A as a percentage of net sales remained consistent at 16.2% in the first nine months of 2025 and in the same period in 2024.
DEPRECIATION AND AMORTIZATION
Reported depreciation and amortization expenses increased by approximately $8.2 million to $75.2 million in the third quarter of 2025 compared to $67.0 million during the same period in 2024. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $5.8 million in the third quarter of 2025 compared to the same period a year ago. This increase is due to recent acquisitions and higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.8% in the third quarter of 2025 compared to 7.4% in the same period of the prior year.
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Depreciation and amortization expenses increased by approximately $14.5 million to $210.8 million in the first nine months of 2025 compared to $196.3 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $12.0 million in the first nine months of 2025 compared to the same period a year ago. As discussed above, this increase is due to recent acquisitions and higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.5% in the first nine months of 2025 compared to 7.2% in the same period of the prior year.
RESTRUCTURING INITIATIVES
For the three and nine months ended September 30, 2025, we recognized $2.2 million and $5.8 million, respectively of restructuring costs related to initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and nine months ended September 30, 2024, we recognized $3.9 million and $9.7 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of September 30, 2025 was $70.5 million.
Restructuring costs for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Restructuring Initiatives by Plan: | |||||||||||||||||||||||
| Optimization initiative | $ | 2,168 | $ | 3,864 | $ | 5,789 | $ | 9,676 | |||||||||||||||
| Prior year initiatives | — | — | — | (17) | |||||||||||||||||||
| Total Restructuring Initiatives | $ | 2,168 | $ | 3,864 | $ | 5,789 | $ | 9,659 | |||||||||||||||
| Restructuring Initiatives by Segment: | |||||||||||||||||||||||
| Aptar Pharma | $ | 919 | $ | 564 | $ | 1,177 | $ | 653 | |||||||||||||||
| Aptar Beauty | 550 | 1,962 | 1,571 | 5,871 | |||||||||||||||||||
| Aptar Closures | 702 | 877 | 2,944 | 2,530 | |||||||||||||||||||
| Corporate & Other | (3) | 461 | 97 | 605 | |||||||||||||||||||
| Total Restructuring Initiatives | $ | 2,168 | $ | 3,864 | $ | 5,789 | $ | 9,659 | |||||||||||||||
During the three months ended September 30, 2024, pension curtailment accounting was triggered as a result of restructuring in one of our entities in Europe. In addition to the costs above, the remeasurement of this pension obligation resulted in a $1.9 million curtailment gain. The curtailment gain is included in the line miscellaneous income (expense), net in the Condensed Consolidated Statements of Income.
OPERATING INCOME
Operating income decreased approximately $1.4 million to $136.9 million in the third quarter of 2025 compared to $138.3 million in the same period a year ago. Excluding changes in foreign currency rates, operating income decreased by approximately $7.9 million in the quarter compared to the same period a year ago. Cost management efforts were more than offset by higher cost of sales, depreciation, amortization and legal expenses noted above. Operating income as a percentage of net sales decreased to 14.3% in the third quarter of 2025 compared to 15.2% in the prior year period.
For the first nine months of 2025, operating income increased by approximately $18.4 million to $394.8 million compared to $376.4 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income increased by approximately $11.5 million in the first nine months of 2025 compared to the same period a year ago. This increase was driven by sales growth from our Aptar Pharma segment and effective cost management efforts which more than compensated for higher legal expenses. Operating income as a percentage of net sales increased to 14.0% in the first nine months of 2025 compared to 13.8% for the same period in the prior year.
INTEREST EXPENSE
Interest expense increased approximately $1.2 million to $13.5 million in the third quarter of 2025 compared to $12.3 million for the same period of the prior year. During 2024, we replaced more than $370 million of private placement debt having interest rates between 1.2% and 3.5% with term loan and revolving credit facility borrowings having current interest rates between 2.9% and 5.6%.
Interest expense increased $3.2 million to $35.7 million in the first nine months of 2025 compared to $32.5 million during the same period in 2024 due to higher rates on current year borrowings as discussed above. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details on our current debt structure.
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NET OTHER INCOME (EXPENSE)
Net other income increased $25.6 million to $30.7 million in the third quarter of 2025 from $5.1 million in the same period of the prior year. On July 28, 2025, we executed our call option to purchase an additional 31% equity interest in our investment in BTY. As a result of this additional investment, we remeasured our previously held minority equity interest in BTY at fair value resulting in a gain of $26.5 million. Following the transaction, we recognized a redeemable noncontrolling interest related to the remaining 20% equity interest held by the selling shareholder. This interest is classified in mezzanine equity and is subject to remeasurement based on a predetermined redemption formula. We also realized improving returns from our equity method investments with a $1.8 million improvement over the prior-year quarter, which was partially offset by a $1.2 million lower remeasurement gain on our investment in PureCycle. During the third quarter of 2024, we also reported a $1.9 million gain on pension curtailment for a facility closure in Europe.
Net other income increased $31.0 million to $40.8 million of income for the nine months ended September 30, 2025 from $9.8 million of income in the same period of the prior year. As discussed above, we realized a $26.5 million remeasurement gain on an additional investment in BTY discussed above. We also realized approximately $6.3 million in higher equity results from affiliates which more than compensated for the $1.9 million gain on pension curtailment realized during 2024.
PROVISION FOR INCOME TAXES
The effective tax rate for the three months ended September 30, 2025 and 2024 was 17.1% and 23.8% respectively. The lower effective tax rate for the three months ended September 30, 2025 reflects a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (4.2%) and a deferred tax benefit resulting from the release of a valuation allowance (2.7%). The effective tax rate for the nine months ended September 30, 2025 and 2024 was 20.4% and 22.7%, respectively. The lower effective tax rate for the nine months ended September 30, 2025 reflects deferred tax benefits from the valuation allowance releases (3.1%) and a benefit related to the gain resulting from remeasurement of equity investments to fair value upon Aptar becoming the majority shareholder in the invested companies (1.6%). The tax rate for 2024 reflects tax incentives in certain non-U.S. jurisdictions from intellectual property development activities and greater excess tax benefits from share-based compensation than in 2025.
NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.
We reported net income attributable to AptarGroup, Inc. of $127.9 million and $318.4 million in the three and nine months ended September 30, 2025, respectively, compared to $100.0 million and $273.6 million for the same periods in the prior year.
APTAR PHARMA SEGMENT
Operations that sell proprietary dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer health care, injectables, active material science solutions and digital health markets form our Aptar Pharma segment.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | $ | 445,410 | $ | 420,594 | $ | 1,297,466 | $ | 1,242,420 | |||||||||||||||
| Adjusted EBITDA (1) | 165,769 | 151,594 | 465,050 | 425,260 | |||||||||||||||||||
| Adjusted EBITDA margin (1) | 37.2 | % | 36.0 | % | 35.8 | % | 34.2 | % | |||||||||||||||
________________________________________________
(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”
Net sales for the Aptar Pharma segment increased 6% in the third quarter of 2025 to $445.4 million compared to $420.6 million in the third quarter of 2024. Changes in currencies positively affected net sales by 4%. Therefore, core sales increased by 2% in the third quarter of 2025 compared to the third quarter of 2024. The majority of the sales growth is due to higher volumes in our prescription drug, injectables and active material science solutions divisions. Core sales of our products to the prescription drug market increased 3% on strong demand for our products used on central nervous system and emergency medicines applications along with higher customer royalties. The 11% core sales decline in the consumer health care market was mainly driven by softer nasal decongestant and nasal saline volumes. Sales of our products and services to the injectables market increased 18% on strong demand for higher value elastomeric components, which are used in a number of end markets including biologics and GLP-1, while active material science solutions increased 3% mainly on strong diabetes product protection technologies growth. Digital Health currently does not represent a significant percentage of the total Pharma sales.
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| Third Quarter 2025 Net Sales Change over Prior Year | Prescription Drug | Consumer Health Care | Injectables | Active Material Science Solutions | Digital Health | Total | |||||||||||||||||||||||||||||
| Reported Net Sales Growth | 6 | % | (6) | % | 24 | % | 5 | % | (17) | % | 6 | % | |||||||||||||||||||||||
| Currency Effects (1) | (3) | % | (5) | % | (6) | % | (2) | % | (3) | % | (4) | % | |||||||||||||||||||||||
| Core Sales Growth | 3 | % | (11) | % | 18 | % | 3 | % | (20) | % | 2 | % | |||||||||||||||||||||||
Net sales for the first nine months of 2025 increased by approximately 4% to $1.30 billion compared to $1.24 billion in the first nine months of 2024. Changes in currency rates positively impacted net sales by 2% during the first nine months of 2025. Therefore, core sales increased by 2% in the first nine months of 2025 compared to the same period in the prior year. Strong volume growth and royalty increases more than compensated for lower tooling sales and pricing adjustments to secure longer-term contracts. Core sales of products included in our prescription drug division increased 7% on strong demand for our emergency medicine and central nervous system solutions along with higher revenues received from customer royalties. Core sales in the consumer health care market decreased 11% as higher demand for our eye care solutions was offset by lower sales of nasal decongestant, nasal saline and cough and cold products. Injectables core sales increased by 6% despite a challenging comparison to the first half of 2024 which experienced a 14% increase in revenues related to a catch-up period following an enterprise resource planning system implementation. Core sales of our active material science solutions increased 8% mainly on higher demand for our active film and diabetes treatment technologies. Digital Health currently does not represent a significant percentage of the total Pharma sales.
| Nine Months Ended September 30, 2025 Net Sales Change over Prior Year | Prescription Drug | Consumer Health Care | Injectables | Active Material Science Solutions | Digital Health | Total | |||||||||||||||||||||||||||||
| Reported Net Sales Growth | 9 | % | (9) | % | 8 | % | 9 | % | 1 | % | 4 | % | |||||||||||||||||||||||
| Currency Effects (1) | (2) | % | (2) | % | (2) | % | (1) | % | (2) | % | (2) | % | |||||||||||||||||||||||
| Core Sales Growth | 7 | % | (11) | % | 6 | % | 8 | % | (1) | % | 2 | % | |||||||||||||||||||||||
_______________________________________
(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.
Adjusted EBITDA in the third quarter of 2025 increased 9% to $165.8 million compared to $151.6 million in the same period of the prior year. This increase was mainly due to strong prescription drug, injectables and active material science solutions sales growth along with the higher customer royalties. As a result, our Adjusted EBITDA margin improved to 37.2% in the third quarter of 2025 from 36.0% in the third quarter of 2024.
Adjusted EBITDA in the first nine months of 2025 increased 9% to $465.1 million compared to $425.3 million in the same period of the prior year. This increase was also mainly due to the strong core sales growth in prescription drug, injectables and active material solutions along with higher royalty income discussed above. Overall, our Adjusted EBITDA margin improved to 35.8% in the first nine months of 2025 compared to 34.2% in the first nine months of 2024.
APTAR BEAUTY SEGMENT
Operations that sell dispensing systems and sealing solutions to the beauty, personal care and home care markets form our Aptar Beauty segment.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | $ | 327,768 | $ | 302,859 | $ | 968,324 | $ | 951,666 | |||||||||||||||
| Adjusted EBITDA (1) | 39,749 | 40,221 | 123,960 | 125,993 | |||||||||||||||||||
| Adjusted EBITDA margin (1) | 12.1 | % | 13.3 | % | 12.8 | % | 13.2 | % | |||||||||||||||
________________________________________________
(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”
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Reported net sales for the quarter ended September 30, 2025 increased 8% to $327.8 million compared to $302.9 million in the third quarter of the prior year. Changes in currency rates and acquisitions each positively impacted net sales by 4% in the third quarter of 2025. Therefore, core sales remained flat in the third quarter of 2025 compared to the same quarter of the prior year as higher tooling revenues and tariff pass throughs were offset by slightly lower product sales. Core sales to the beauty market decreased 5% on lower sales of skincare applications for the indie brand market as well as softer demand for our prestige fragrance dispensing technologies. Personal care improved by 13% on strong sales of our hair care and body and skin care applications, while home care core sales decreased 18% on lower sales of our products to air care and automotive customers.
| Third Quarter 2025 Net Sales Change over Prior Year | Personal Care | Beauty | Home Care | Total | |||||||||||||||||||
| Reported Net Sales Growth | 17 | % | 4 | % | 2 | % | 8 | % | |||||||||||||||
| Currency Effects (1) | (5) | % | (4) | % | (3) | % | (4) | % | |||||||||||||||
| Acquisitions | 1 | % | (5) | % | (17) | % | (4) | % | |||||||||||||||
| Core Sales Growth | 13 | % | (5) | % | (18) | % | — | % | |||||||||||||||
For the first nine months of 2025, reported net sales of $968.3 million increased 2% compared to $951.7 million reported in the first nine months of the prior year. Changes in currency rates and acquisitions each positively impacted net sales by 1% in the first nine months of 2025. Therefore, core sales remained flat during the first nine months of 2025 compared to the same period in the prior year. Core sales of our products to the beauty market decreased 7% during the first nine months of 2025 due to softer demand for our prestige fragrance technologies and facial skin care products. However, personal care core sales improved 11% over the prior year on higher sales of our hair care and body and skin care products. Core sales of our home care market products declined 1% on lower demand from our customers selling air automotive products.
| Nine Months Ended September 30, 2025 Net Sales Change over Prior Year | Personal Care | Beauty | Home Care | Total | |||||||||||||||||||
| Reported Net Sales Growth | 11 | % | (4) | % | 11 | % | 2 | % | |||||||||||||||
| Currency Effects (1) | (1) | % | (1) | % | — | % | (1) | % | |||||||||||||||
| Acquisitions | 1 | % | (2) | % | (12) | % | (1) | % | |||||||||||||||
| Core Sales Growth | 11 | % | (7) | % | (1) | % | — | % | |||||||||||||||
________________________________________________
(1)Currency effects are calculated by translating last year’s amounts at this year’s foreign exchange rates.
Adjusted EBITDA in the third quarter of 2025 decreased 1% to $39.7 million compared to $40.2 million in the same period in the prior year. This is primarily attributable to the increase of certain input costs and lower product and tooling margins. Adjusted EBITDA margin declined from 13.3% in the third quarter of 2024 to 12.1% during the third quarter of 2025 due to the items mentioned above along with higher tariff costs which are mostly passed through to customers with no margin.
Adjusted EBITDA in the first nine months of 2025 decreased 2% to $124.0 million compared to $126.0 million reported in the same period in the prior year. This decrease was mainly driven by lower prestige fragrance and facial skincare volumes mentioned above along with increases in certain input costs. These factors, along with the pass through of higher tariff costs, led to our Adjusted EBITDA margin declining from 13.2% in the first nine months of 2024 to 12.8% during the first nine months of 2025.
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APTAR CLOSURES SEGMENT
Operations that sell dispensing closures, sealing solutions and food service trays to the food, beverage, personal care, home care, beauty and other markets form our Aptar Closures segment. Our food protection business and elastomeric flow-control technology business continue to report through the Aptar Closures segment.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | $ | 187,953 | $ | 185,838 | $ | 548,655 | $ | 540,716 | |||||||||||||||
| Adjusted EBITDA (1) | 30,337 | 31,980 | 89,480 | 86,259 | |||||||||||||||||||
| Adjusted EBITDA margin (1) | 16.1 | % | 17.2 | % | 16.3 | % | 16.0 | % | |||||||||||||||
________________________________________________
(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, gains and losses from remeasurement of equity method investment and other special items. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Reported Net Sales. See the reconciliation under “Non-U.S. GAAP Measures.”
Reported sales for the quarter ended September 30, 2025 increased approximately 1% to $188.0 million compared to $185.8 million in the third quarter of the prior year. Changes in currency rates positively impacted net sales by 2%. Therefore, core sales for the third quarter of 2025 decreased approximately 1% from the same quarter of the prior year. During 2025, liquid coffee creamer product sales were reclassified from our food market to the beverage market to better align with how those products are currently managed. All prior period amounts have been revised to conform to the current year presentation. Higher product sales of 3% could not offset the decrease in tooling sales and the pass through of lower resin costs. Sales to the food market decreased 4% on lower tooling sales while product sales increased slightly across a number of applications. The 9% increase in beverage market sales was mainly due to higher sales of our closures on bottled water and functional drink products. Personal care sales declined 8% during the third quarter of 2025 mainly due to lower hair care sales, while other sales were flat.
| Third Quarter 2025 Net Sales Change over Prior Year | Food | Beverage | Personal Care | Other (2) | Total | ||||||||||||||||||||||||
| Reported Net Sales Growth | (2) | % | 11 | % | (6) | % | 4 | % | 1 | % | |||||||||||||||||||
| Currency Effects (1) | (2) | % | (2) | % | (2) | % | (4) | % | (2) | % | |||||||||||||||||||
| Core Sales Growth | (4) | % | 9 | % | (8) | % | — | % | (1) | % | |||||||||||||||||||
Net sales for the first nine months of 2025 increased approximately 1% to $548.7 million compared to $540.7 million in the first nine months of 2024. Changes in currency rates did not impact net sales. Therefore, core sales increased approximately 1% in the first nine months of 2025 compared to the same period in the prior year. As mentioned above, during 2025, liquid coffee creamer product sales were reclassified from our food market to the beverage market and all prior period amounts have been revised to conform to the current year presentation. Product sales contributed a 5% improvement for the first nine months of 2025 but was partially offset by lower tooling sales and the pass through of lower resin costs. While core product sales to our food and beverage markets each increased 3% and 6% respectively, both were negatively impacted by 2% lower segment tooling sales compared to the first nine months of 2024. For the food market, we reported strong product sales of our closures for salad dressing, spread, jellies and honey, granules and powders and food protection products. Core sales to our beverage customers increased during the first nine months of 2025 on improving functional drink and bottled water application sales. Personal care core sales declined on lower tooling and sales of our hair care solutions while the other markets improved by 2% on stronger sales of our laundry and dish care products.
| Nine Months Ended September 30, 2025 Net Sales Change over Prior Year | Food | Beverage | Personal Care | Other (2) | Total | ||||||||||||||||||||||||
| Reported Net Sales Growth | 3 | % | 6 | % | (9) | % | 4 | % | 1 | % | |||||||||||||||||||
| Currency Effects (1) | — | % | — | % | — | % | (2) | % | — | % | |||||||||||||||||||
| Core Sales Growth | 3 | % | 6 | % | (9) | % | 2 | % | 1 | % | |||||||||||||||||||
______________________________________________________________
(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 other markets.
Adjusted EBITDA in the third quarter of 2025 decreased 5% to $30.3 million compared to $32.0 million reported in the same period of the prior year mainly due to lower tooling sales and lower productivity. Our Adjusted EBITDA margin declined from 17.2% in the third quarter of 2024 to 16.1% during the third quarter of 2025 due to the items discussed above along with higher tariff costs which are mostly passed through to customers with no margin.
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Adjusted EBITDA in the first nine months of 2025 increased 4% to $89.5 million compared to $86.3 million reported in the same period of the prior year. Our profitability was positively impacted by the higher product sales discussed above along with our cost improvement initiatives which more than compensated for a lower tooling contribution and lower productivity. This led to our Adjusted EBITDA margin improving from 16.0% in the first nine months of 2024 to 16.3% during the first nine months of 2025.
CORPORATE & OTHER
In addition to our three reporting segments, we assign certain costs to “Corporate & Other” which is presented separately in Note 16 – Segment Information of the Notes to the Condensed Consolidated Financial Statements. For Corporate & Other, Adjusted EBITDA (which excludes net interest, taxes, depreciation, amortization, restructuring initiatives, acquisition-related costs, net unrealized investment gains and losses related to observable market price changes on equity securities, gains and losses from remeasurement of equity method investment and other special items) primarily includes certain professional fees, compensation and information system costs along with certain equity method investments which are not allocated directly to our reporting segments.
For the quarter ended September 30, 2025, Corporate & Other costs decreased to $13.3 million from $15.4 million in the third quarter of 2024. Improved performance of certain equity method investments along with lower incentive compensation costs led to the current quarter improvement compared to the prior-year period.
For the first nine months of 2025 Corporate & Other costs decreased to $54.1 million compared to $57.5 million reported in the same period of the prior year. This decrease is mainly due to the improved performance of our equity method investments and lower costs to evaluate acquisition targets, which more than offset higher incentive compensation costs, including higher accrual rates for certain equity compensation programs.
NON-U.S. GAAP MEASURES
In addition to the information presented herein that conforms to U.S. GAAP, we also present financial information that does not conform to U.S. GAAP, which are referred to as non-U.S. GAAP financial measures. Management may assess our financial results both on a U.S. GAAP basis and on a non-U.S. GAAP basis. We believe it is useful to present these non-U.S. GAAP financial measures because they allow for a better period over period comparison of operating results by removing the impact of items that, in management’s view, do not reflect our core operating performance. These non-U.S. GAAP financial measures should not be considered in isolation or as a substitute for U.S. GAAP financial results, but should be read in conjunction with the unaudited Condensed Consolidated Statements of Income and other information presented herein. Investors are cautioned against placing undue reliance on these non-U.S. GAAP measures. Further, investors are urged to review and consider carefully the adjustments made by management to the most directly comparable U.S. GAAP financial measures to arrive at these non-U.S. GAAP financial measures.
In our Management’s Discussion and Analysis, we exclude the impact of foreign currency translation when presenting net sales and other information, which we define as “constant currency.” Core sales, which excludes the impact of foreign currency translation is a non-U.S. GAAP financial measure. Core sales growth is calculated as current-period core sales less prior period core sales divided by prior period core sales multiplied by a hundred. As a worldwide business, it is important that we take into account the effects of foreign currency translation when we view our results and plan our strategies. Consequently, when our management looks at our financial results to measure the core performance of our business, we may exclude the impact of foreign currency translation by translating our prior period results at current-period foreign currency exchange rates. As a result, management believes that these presentations are useful internally and may be useful to investors. We also exclude the impact of acquisitions when comparing results to prior periods. Changes in operating results excluding the impact of acquisitions are non-U.S. GAAP financial measures. We believe it is important to exclude the impact of acquisitions on period over period results in order to evaluate performance on a more comparable basis.
We present earnings before net interest and taxes (“EBIT”) and earnings before net interest, taxes, depreciation and amortization (“EBITDA”). We also present our adjusted earnings before net interest and taxes (“Adjusted EBIT”) and adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”), both of which exclude restructuring initiatives, acquisition-related costs, purchase accounting adjustments related to acquisitions and investments, gain or loss from remeasurement of equity method investment, net unrealized investment gains and losses related to observable market price changes on equity securities, and other special items. For the three and nine months ended September 30, 2025, "Other special items" include costs incurred related to non-ordinary-course litigation regarding matters under "Legal Proceedings" within Note 12 - Commitments and Contingencies as these costs do not reflect our core operating performance. Our Outlook is also provided on a non-U.S. GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled, such as exchange rates and changes in the fair value of equity investments, or reliably predicted because they are not part of our routine activities, such as restructuring initiatives, acquisition-related costs and other special items.
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.
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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.
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Consolidated | Aptar Pharma | Aptar Beauty | Aptar Closures | Corporate & Other | Net Interest | ||||||||||||||||||||||||||||||
| Net Sales | $ | 961,131 | $ | 445,410 | $ | 327,768 | $ | 187,953 | $ | — | $ | — | |||||||||||||||||||||||
| Reported net income | $ | 127,832 | |||||||||||||||||||||||||||||||||
| Reported income taxes | 26,295 | ||||||||||||||||||||||||||||||||||
| Reported income before income taxes | 154,127 | 124,759 | 40,073 | 14,714 | (14,287) | (11,132) | |||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Restructuring initiatives | 2,168 | 919 | 550 | 702 | (3) | ||||||||||||||||||||||||||||||
| Net investment gain | 161 | 161 | |||||||||||||||||||||||||||||||||
| Gain from remeasurement of equity method investment | (26,518) | — | (26,518) | — | — | ||||||||||||||||||||||||||||||
| Transaction costs related to acquisitions | 748 | 584 | 164 | — | — | ||||||||||||||||||||||||||||||
| Purchase accounting adjustments related to acquisitions and investments | 1,148 | — | 1,148 | — | — | ||||||||||||||||||||||||||||||
Other special items | 4,400 | 4,400 | — | — | — | ||||||||||||||||||||||||||||||
| Adjusted earnings before income taxes | 136,234 | 130,662 | 15,417 | 15,416 | (14,129) | (11,132) | |||||||||||||||||||||||||||||
| Interest expense | 13,532 | 13,532 | |||||||||||||||||||||||||||||||||
| Interest income | (2,400) | (2,400) | |||||||||||||||||||||||||||||||||
| Adjusted earnings before net interest and taxes (Adjusted EBIT) | 147,366 | 130,662 | 15,417 | 15,416 | (14,129) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 75,234 | 35,107 | 24,332 | 14,921 | 874 | ||||||||||||||||||||||||||||||
| Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) | $ | 222,600 | $ | 165,769 | $ | 39,749 | $ | 30,337 | $ | (13,255) | $ | — | |||||||||||||||||||||||
| Reported net income margin (Reported net income / Reported Net Sales) | 13.3 | % | |||||||||||||||||||||||||||||||||
| Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) | 23.2 | % | 37.2 | % | 12.1 | % | 16.1 | % | |||||||||||||||||||||||||||
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| Three Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Consolidated | Aptar Pharma | Aptar Beauty | Aptar Closures | Corporate & Other | Net Interest | ||||||||||||||||||||||||||||||
| Net Sales | $ | 909,291 | $ | 420,594 | $ | 302,859 | $ | 185,838 | $ | — | $ | — | |||||||||||||||||||||||
| Reported net income | $ | 99,922 | |||||||||||||||||||||||||||||||||
| Reported income taxes | 31,209 | ||||||||||||||||||||||||||||||||||
| Reported income before income taxes | 131,131 | 120,243 | 17,839 | 18,042 | (15,725) | (9,268) | |||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Restructuring initiatives | 3,864 | 564 | 1,962 | 877 | 461 | ||||||||||||||||||||||||||||||
| Curtailment gain related to restructuring initiatives | (1,851) | — | — | (1,851) | — | ||||||||||||||||||||||||||||||
| Net investment gain | (1,043) | (1,043) | |||||||||||||||||||||||||||||||||
| Adjusted earnings before income taxes | 132,101 | 120,807 | 19,801 | 17,068 | (16,307) | (9,268) | |||||||||||||||||||||||||||||
| Interest expense | 12,290 | 12,290 | |||||||||||||||||||||||||||||||||
| Interest income | (3,022) | (3,022) | |||||||||||||||||||||||||||||||||
| Adjusted earnings before net interest and taxes (Adjusted EBIT) | 141,369 | 120,807 | 19,801 | 17,068 | (16,307) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 67,015 | 30,787 | 20,420 | 14,912 | 896 | ||||||||||||||||||||||||||||||
| Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) | $ | 208,384 | $ | 151,594 | $ | 40,221 | $ | 31,980 | $ | (15,411) | $ | — | |||||||||||||||||||||||
| Reported net income margin (Reported net income / Reported Net Sales) | 11.0 | % | |||||||||||||||||||||||||||||||||
| Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) | 22.9 | % | 36.0 | % | 13.3 | % | 17.2 | % | |||||||||||||||||||||||||||
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| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Consolidated | Aptar Pharma | Aptar Beauty | Aptar Closures | Corporate & Other | Net Interest | ||||||||||||||||||||||||||||||
| Net Sales | $ | 2,814,445 | $ | 1,297,466 | $ | 968,324 | $ | 548,655 | $ | — | $ | — | |||||||||||||||||||||||
| Reported net income | $ | 318,227 | |||||||||||||||||||||||||||||||||
| Reported income taxes | 81,629 | ||||||||||||||||||||||||||||||||||
| Reported income before income taxes | 399,856 | 358,465 | 81,382 | 44,593 | (55,945) | (28,639) | |||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Restructuring initiatives | 5,789 | 1,177 | 1,571 | 2,944 | 97 | ||||||||||||||||||||||||||||||
| Net investment gain | (845) | (845) | |||||||||||||||||||||||||||||||||
| Gain from remeasurement of equity method investment | (26,518) | — | (26,518) | — | — | ||||||||||||||||||||||||||||||
| Transaction costs related to acquisitions | 1,092 | 584 | 508 | — | — | ||||||||||||||||||||||||||||||
| Purchase accounting adjustments related to acquisitions and investments | 1,148 | — | 1,148 | — | — | ||||||||||||||||||||||||||||||
Other special items | 4,400 | 4,400 | — | — | — | ||||||||||||||||||||||||||||||
| Adjusted earnings before income taxes | 384,922 | 364,626 | 58,091 | 47,537 | (56,693) | (28,639) | |||||||||||||||||||||||||||||
| Interest expense | 35,733 | 35,733 | |||||||||||||||||||||||||||||||||
| Interest income | (7,094) | (7,094) | |||||||||||||||||||||||||||||||||
| Adjusted earnings before net interest and taxes (Adjusted EBIT) | 413,561 | 364,626 | 58,091 | 47,537 | (56,693) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 210,785 | 100,424 | 65,869 | 41,943 | 2,549 | ||||||||||||||||||||||||||||||
| Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) | $ | 624,346 | $ | 465,050 | $ | 123,960 | $ | 89,480 | $ | (54,144) | $ | — | |||||||||||||||||||||||
| Reported net income margin (Reported net income / Reported Net Sales) | 11.3 | % | |||||||||||||||||||||||||||||||||
| Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) | 22.2 | % | 35.8 | % | 12.8 | % | 16.3 | % | |||||||||||||||||||||||||||
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| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Consolidated | Aptar Pharma | Aptar Beauty | Aptar Closures | Corporate & Other | Net Interest | ||||||||||||||||||||||||||||||
| Net Sales | $ | 2,734,802 | $ | 1,242,420 | $ | 951,666 | $ | 540,716 | $ | — | $ | — | |||||||||||||||||||||||
| Reported net income | $ | 273,313 | |||||||||||||||||||||||||||||||||
| Reported income taxes | 80,382 | ||||||||||||||||||||||||||||||||||
| Reported income before income taxes | 353,695 | 335,409 | 57,808 | 42,883 | (58,901) | (23,504) | |||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Restructuring initiatives | 9,659 | 653 | 5,871 | 2,530 | 605 | ||||||||||||||||||||||||||||||
| Curtailment gain related to restructuring initiatives | (1,851) | — | — | (1,851) | — | ||||||||||||||||||||||||||||||
| Net investment gain | (1,495) | (1,495) | |||||||||||||||||||||||||||||||||
| Transaction costs related to acquisitions | 140 | — | 140 | — | — | ||||||||||||||||||||||||||||||
| Adjusted earnings before income taxes | 360,148 | 336,062 | 63,819 | 43,562 | (59,791) | (23,504) | |||||||||||||||||||||||||||||
| Interest expense | 32,526 | 32,526 | |||||||||||||||||||||||||||||||||
| Interest income | (9,022) | (9,022) | |||||||||||||||||||||||||||||||||
| Adjusted earnings before net interest and taxes (Adjusted EBIT) | 383,652 | 336,062 | 63,819 | 43,562 | (59,791) | — | |||||||||||||||||||||||||||||
| Depreciation and amortization | 196,332 | 89,198 | 62,174 | 42,697 | 2,263 | ||||||||||||||||||||||||||||||
| Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA) | $ | 579,984 | $ | 425,260 | $ | 125,993 | $ | 86,259 | $ | (57,528) | $ | — | |||||||||||||||||||||||
| Reported net income margin (Reported net income / Reported Net Sales) | 10.0 | % | |||||||||||||||||||||||||||||||||
| Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) | 21.2 | % | 34.2 | % | 13.2 | % | 16.0 | % | |||||||||||||||||||||||||||
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| Net Debt to Net Capital Reconciliation | September 30, | December 31, | |||||||||
| 2025 | 2024 | ||||||||||
Revolving credit facility and overdrafts | $ | 367,745 | $ | 176,035 | |||||||
| Current maturities of long-term obligations, net of unamortized debt issuance costs | 286,826 | 162,250 | |||||||||
| Long-Term Obligations, net of unamortized debt issuance costs | 546,016 | 688,066 | |||||||||
| Total Debt | 1,200,587 | 1,026,351 | |||||||||
| Less: | |||||||||||
| Cash and equivalents | 257,057 | 223,844 | |||||||||
| Short-term investments | 7,758 | 2,337 | |||||||||
| Net Debt | $ | 935,772 | $ | 800,170 | |||||||
| Total Stockholders' Equity | $ | 2,787,539 | $ | 2,485,924 | |||||||
| Net Debt | 935,772 | 800,170 | |||||||||
| Net Capital | $ | 3,723,311 | $ | 3,286,094 | |||||||
| Net Debt to Net Capital | 25.1 | % | 24.4 | % | |||||||
| Free Cash Flow Reconciliation | |||||||||||
| Nine Months Ended September 30, | 2025 | 2024 | |||||||||
| Net Cash Provided by Operations | $ | 386,306 | $ | 465,174 | |||||||
| Capital Expenditures | (183,600) | (210,416) | |||||||||
| Proceeds from Government Grants | 3,308 | — | |||||||||
| Free Cash Flow | $ | 206,014 | $ | 254,758 | |||||||
FOREIGN CURRENCY
Because of our international presence, movements in exchange rates can have a significant impact on the translation of the financial statements of our foreign subsidiaries. Our primary foreign exchange exposure is to the euro, but we also have foreign exchange exposure to the Chinese yuan, Brazilian real, Argentine peso, Mexican peso, Swiss franc and other Asian, European and Latin American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive effect. We manage our exposures to foreign exchange principally with forward exchange contracts to economically hedge recorded transactions and firm purchase and sales commitments denominated in foreign currencies.
During the nine months ended September 30, 2025, the U.S. dollar was weaker compared to all European currencies and Thai baht. This resulted in an additive impact on our translated results during the third quarter of 2025 when compared to the third quarter of 2024.
QUARTERLY TRENDS
Our results of operations in the fourth quarter of the year are typically negatively impacted by customer plant shutdowns in December. Several of the markets we serve are impacted by the seasonality of underlying consumer products. This, in turn, may have an impact on our net sales and results of operations for those markets. The diversification of our product portfolio minimizes fluctuations in our overall quarterly financial statements and results in an immaterial seasonality impact on our Condensed Consolidated Financial Statements when viewed quarter over quarter.
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Generally, we have incurred higher stock-based compensation expense in the first quarter compared with the rest of the fiscal year due to the timing and recognition of stock-based expense from substantive vesting for retirement eligible employees. As of September 30, 2025, our estimated stock-based compensation expense on a pre-tax basis for the year 2025 compared to 2024 is as follows:
| 2025 | 2024 | ||||||||||
| First Quarter | $ | 19,193 | $ | 18,276 | |||||||
| Second Quarter | 8,813 | 9,277 | |||||||||
| Third Quarter | 8,766 | 10,409 | |||||||||
| Fourth Quarter (estimated for 2025) | 10,072 | 9,688 | |||||||||
| $ | 46,844 | $ | 47,650 | ||||||||
LIQUIDITY AND CAPITAL RESOURCES
Given our current level of leverage and our ability to generate cash flow from operations, we believe we are in a strong financial position to meet our business requirements in the foreseeable future. We have historically used cash flow from operations, our revolving and other credit facilities, as needed, as our primary sources of liquidity. Our primary uses of cash are to invest in equipment, capacity expansions and as working capital for the continued growth of our business and to achieve our strategic objectives. We also use cash to pay quarterly dividends to stockholders, invest in the acquisition of new businesses and repurchase shares of our common stock. Due to uncertain macroeconomic conditions, including rising interest rates, inflation and the impact of tariffs and related trade restrictions, if there was a prolonged decrease in customer demand and that decrease adversely impacted our cash flows from operations, we would have the ability to restrict and significantly reduce capital expenditure levels and share repurchases, as well as reevaluate our acquisition strategy. A prolonged and significant reduction in capital expenditure levels could increase future repairs and maintenance costs as well as have a negative impact on operating margins if we were unable to invest in new innovative products.
Cash and equivalents and restricted cash increased to $257.1 million at September 30, 2025 from $223.8 million at December 31, 2024. Total short and long-term interest-bearing debt increased from $1.03 billion at December 31, 2024 to $1.20 billion at September 30, 2025. The ratio of our Net Debt (interest-bearing debt less cash and cash equivalents) to Net Capital (stockholders’ equity plus Net Debt) increased to 25.1% at September 30, 2025 from 24.4% at December 31, 2024. See the reconciliation under “Non-U.S. GAAP Measures.”
In the first nine months of 2025, our operations provided approximately $386.3 million in net cash flow compared to $465.2 million for the same period a year ago. In both periods, cash flow from operations was primarily derived from earnings before depreciation and amortization.
We used $215.1 million in cash for investing activities during the first nine months of 2025 compared to $225.7 million during the same period a year ago. We spent $183.6 million during the first nine months of 2025 on capital expenditures. Additionally, we spent $28.2 million for acquisitions, net of cash acquired and $7.3 million for investment in equity securities during the first nine months of 2025.
Financing activities used $154.2 million in cash during the first nine months of 2025 compared to $137.7 million in cash used by financing activities during the same period a year ago. During 2025, we paid $89.3 million in dividends, purchased $190.0 million of our common stock that we placed into treasury stock and received proceeds of $14.9 million on stock option exercises. Additionally, we had net proceeds on our revolving credit facility of $151.1 million.
In October 2020, we entered into an unsecured money market borrowing arrangement to provide short-term financing of up to $30 million that is available in the U.S. No balance was outstanding under this arrangement as of September 30, 2025.
We have a revolving credit facility (the “revolving credit facility”) with a syndicate of banks which provides us with unsecured financing of up to $600 million, which may be increased by up to $300 million subject to certain conditions. The revolving credit facility is available in the U.S. and to our wholly-owned UK subsidiary and can be drawn in various currencies including USD, EUR, GBP, and CHF. The revolving credit facility was set to mature in June 2026, but on July 2, 2024, we entered into a new amended and restated agreement (the “amended revolving credit facility”) that extended the maturity date to July 2029, subject to a maximum of two one-year extensions in certain circumstances. As of December 31, 2024, €170.0 million ($176.0 million) was utilized under the revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary. As of September 30, 2025, we had utilized $187.0 million and €130 million ($152.6 million) under the amended revolving credit facility in the U.S. and no balance was utilized by our wholly-owned UK subsidiary.
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There are no compensating balance requirements associated with our amended revolving credit facility. Each borrowing under the revolving credit facility will bear interest at rates based on SOFR (in the case of USD), EURIBOR (in the case of EUR), SONIA (in the case of GBP), SARON (in the case of CHF), prime rates or other similar rates, in each case plus an applicable margin. The amended revolving credit facility also provides mechanics relating to a transition away from designated benchmark rates for other available currencies and the replacement of any such applicable benchmark by a replacement alternative benchmark rate or mechanism for loans made in the applicable currency. A facility fee on the total amount of the amended revolving credit facility is also payable quarterly, regardless of usage. The applicable margins for borrowings under the amended revolving credit facility and the facility fee percentage may change from time to time depending on changes in our consolidated leverage ratio. Credit facility balances are included in revolving credit facility and overdrafts on the Condensed Consolidated Balance Sheets.
On July 2, 2024, we entered into a term loan with a syndicate of banks (the “Term Loan”). The Term Loan matures in July 2027. As of September 30, 2025, $141.1 million was utilized under the Term Loan facility.
Our amended revolving credit facility and corporate long-term obligations require us to satisfy certain financial and other covenants including:
| Requirement | Level at September 30, 2025 | ||||||||||
| Consolidated Leverage Ratio (1) | Maximum of 3.50 to 1.00 | 1.22 to 1.00 | |||||||||
| Consolidated Interest Coverage Ratio (1) | Minimum of 3.00 to 1.00 | 17.02 to 1.00 | |||||||||
__________________________________________________________
(1)Definitions of ratios are included as part of the amended revolving credit facility agreement and private placement agreements.
Based upon the above consolidated leverage ratio covenant, we would have the ability to borrow approximately an additional $1.8 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.
On September 8, 2025, the Board of Directors declared a quarterly cash dividend of $0.48 per share payable on November 13, 2025 to stockholders of record as of October 23, 2025.
Our foreign operations have historically met cash requirements with the use of internally generated cash or uncommitted short-term borrowings. We also have committed financing arrangements in both the U.S. and the UK as detailed above. We manage our global cash requirements considering (i) available funds among the many subsidiaries through which we conduct business, (ii) the geographic location of our liquidity needs, and (iii) the cost to access international cash balances.
CONTINGENCIES
The Company is subject to a number of lawsuits and claims both actual and potential in nature. Please refer to Note 12 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for a discussion of contingencies affecting our business.
RECENTLY ISSUED ACCOUNTING STANDARDS
We have reviewed the recently issued ASUs to the FASB’s Accounting Standards Codification that have future effective dates. Standards that have been adopted during 2025 are discussed in Note 1 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.
OUTLOOK
We expect adjusted earnings per share for the fourth quarter of 2025 to be in the range of $1.20 to $1.28 and this guidance is based on an effective tax rate range of 19.5% to 21.5%. Our total 2025 estimated cash outlays for capital expenditures net of government grant proceeds are expected to be approximately $250 million to $270 million.
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FORWARD-LOOKING STATEMENTS
Certain statements in Management’s Discussion and Analysis and other sections of this Form 10-Q are forward-looking and involve a number of risks and uncertainties, including certain statements set forth in the Significant Developments, Restructuring Initiatives, Quarterly Trends, Liquidity and Capital Resources, Contingencies and Outlook sections of this Form 10-Q. Words such as “expects,” “anticipates,” “believes,” “estimates,” “future,” “potential”, “are optimistic” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results or other events may differ materially from those expressed or implied in such forward-looking statements due to known or unknown risks and uncertainties that exist in our operations and business environment including, but not limited to:
•geopolitical conflicts worldwide and the resulting indirect impact on demand from our customers selling their products into these countries, and certain supply chain disruptions;
•our ability to protect and defend our intellectual property rights, as well as litigation involving intellectual property rights;
•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;
•the outcome of any legal proceeding that has been or may be instituted against us and others;
•lower demand and asset utilization due to an economic recession either globally or in key markets we operate within;
•economic conditions worldwide, including inflationary conditions and potential deflationary conditions in other regions we rely on for growth;
•competition, including technological advances;
•significant tariffs and other restrictions on foreign imports imposed by the U.S. and related countermeasures are taken by impacted foreign countries;
•the demand for existing and new products;
•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;
•loss of royalty revenue due to contract expirations;
•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 meet future cash flow estimates to support our goodwill impairment testing;
•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.
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Although we believe that our forward-looking statements are based on reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Please refer to Item 1A (Risk Factors) of Part I included in our Annual Report on Form 10-K for the year ended December 31, 2024 for additional risks and uncertainties that may cause our actual results or other events to differ materially from those expressed or implied in such forward-looking statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial condition and results of operations of our subsidiaries. Our primary foreign exchange exposure is to the euro, but we have foreign exchange exposure to the Chinese yuan, Brazilian real, Argentine peso, Mexican peso, Swiss franc and other Asian, European and Latin American currencies. A weakening U.S. dollar relative to foreign currencies has an additive translation effect on our financial statements. Conversely, a strengthening U.S. dollar has a dilutive translation effect. Additionally, in some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Any changes in exchange rates on such inter-country sales may impact our results of operations.
The table below provides information as of September 30, 2025 about our forward currency exchange contracts. The majority of the contracts expire before the end of the fourth quarter of 2025.
| Buy/Sell | Contract Amount (in thousands) | Average Contractual Exchange Rate | Min / Max Notional Volumes | ||||||||||||||
| EUR / USD | $ | 18,914 | 1.1670 | 18,914 - 33,204 | |||||||||||||
| USD / MXN | 16,000 | 19.1684 | 16,000 - 17,000 | ||||||||||||||
| CZK / EUR | 15,404 | 0.0407 | 1,620 - 17,843 | ||||||||||||||
| EUR / BRL | 9,400 | 6.4510 | 9,248 - 10,201 | ||||||||||||||
| EUR / MXN | 6,216 | 22.3297 | 5,484 - 6,216 | ||||||||||||||
| EUR / CNY | 2,932 | 8.3007 | 2,932 - 5,257 | ||||||||||||||
| EUR / THB | 2,637 | 37.6387 | 2,598 - 2,637 | ||||||||||||||
| EUR / INR | 2,580 | 100.9972 | 2,399 - 3,622 | ||||||||||||||
| EUR / CHF | 1,957 | 0.9288 | 1,957 - 2,657 | ||||||||||||||
| USD / EUR | 1,759 | 0.8574 | 1,759 - 11,666 | ||||||||||||||
| GBP / EUR | 1,755 | 1.1549 | 1,592 - 2,126 | ||||||||||||||
| USD / CNY | 1,000 | 7.1740 | 1,000 - 1,730 | ||||||||||||||
| EUR / GBP | 787 | 0.8709 | 0 - 787 | ||||||||||||||
| CHF / EUR | 752 | 1.0733 | 405 - 1,453 | ||||||||||||||
| GBP / USD | 568 | 1.3477 | 0 - 568 | ||||||||||||||
| CHF / USD | 475 | 1.2588 | 0 - 475 | ||||||||||||||
| CZK / USD | 212 | 0.0475 | 91 - 395 | ||||||||||||||
| USD / CHF | 105 | 0.8064 | 105 - 460 | ||||||||||||||
| Total | $ | 83,453 | |||||||||||||||
As of September 30, 2025, we have recorded the fair value of foreign currency forward exchange contracts of $0.1 million in prepaid and other and $0.9 million in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets. On July 6, 2022, we entered into a seven-year USD/EUR fixed-to-fixed cross currency interest rate swap to effectively hedge the interest rate exposure relating to $203 million of the $400 million 3.60% Senior Notes due March 2032 which were issued by AptarGroup, Inc. on March 7, 2022. This USD/EUR swap agreement exchanged $203 million of fixed-rate 3.60% USD debt to €200 million of fixed-rate 2.5224% EUR debt. The fair value of this net investment hedge is $33.8 million reported in accounts payable, accrued and other liabilities on the Condensed Consolidated Balance Sheets.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2025. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our fiscal quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject to a number of lawsuits and claims both actual and potential in nature. While management believes the resolution of these claims and lawsuits will not have a material adverse effect on our financial position or results of operations or cash flows, claims and legal proceedings are subject to inherent uncertainties, and unfavorable outcomes could occur that could include amounts in excess of any accruals which management has established. Were such unfavorable final outcomes to occur, it is possible that they could have a material adverse effect on our financial position, results of operations and cash flows. For information regarding these and other contingencies, please refer to Note 12 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements.
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties, including the factors discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, which could adversely affect our business, financial conditions and future results. Other than the risk factors set forth below, there have been no material changes from the risk factors discussed in our Annual Report.
We are exposed to risks from lawsuits and claims, including product liability claims, as well as investigations, audits and other proceedings, which may result in substantial costs and expenses or interruption of our normal business operations. We are subject to a number of lawsuits and claims that arise in the ordinary course of our business, which include intellectual property infringement, product liability, commercial, employment, tort, business interruption and other litigation. For example, in May 2025, Nemera filed patent infringement actions against us in France and Germany relating to certain of our ophthalmic products. In October 2025, an EPO hearing invalidated Nemera’s main patent claim while allowing an amended claim to continue. In addition, in September 2025, ARS Pharmaceuticals Operations, Inc. filed an antitrust lawsuit against us in the United States District Court for the Southern District of California, alleging violations of U.S. competition laws related to supply of certain components and are seeking injunctive relief and damages. Refer to Note 12 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements for additional information regarding these actions.
We are also subject to indemnification claims under various contracts. Further, the failure of our products to operate as intended may result in a product liability claim against us. We believe we maintain adequate levels of product liability insurance coverage and robust quality control systems at our facilities. However, a product liability claim in excess of our insurance coverage or not covered by existing insurance may materially adversely affect our business, results of operations or cash flows.
In addition, we are subject to investigations, audits and other proceedings initiated by federal, state, international, national, provincial and local authorities, including regulatory agencies such as the FDA as a result of the products manufactured by our Aptar Pharma segment.
Current and future litigation, claims, investigations, audits and other proceedings or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome. In addition, these matters could lead to increased operating costs or interruptions of our normal business operations or could result in restrictions on our ability to manufacture or sell certain products or operate specific product lines. Litigation, proceedings and indemnification claims involve uncertainties and the eventual outcome of any such matter could adversely affect our business, results of operations or cash flows.
Challenges to, or the loss of, our intellectual property rights could have an adverse impact on our ability to compete effectively. Our ability to compete effectively depends, in part, on our ability to protect and maintain the proprietary nature of our owned and licensed intellectual property. We own a large number of patents on our products, aspects of our products, methods of use and/or methods of manufacturing, and we own, or have licenses to use, all of the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products. We also rely on trade secrets, know-how and other unpatented proprietary technology. We attempt to protect and restrict access to our intellectual property and proprietary information by relying on the patent, trademark, copyright and trade secret laws of the U.S. and other countries, as well as non-disclosure agreements. However, it may be possible for a third party to obtain our information without our authorization, independently develop similar technologies, or breach a non-disclosure agreement entered into with us. For example, in March 2025, we filed a lawsuit against ARS Pharmaceuticals, Inc. and ARS Pharmaceuticals Operations, Inc. alleging that our confidential information and trade secrets were improperly disclosed and used. Refer to Note 12 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements for additional information.
Furthermore, many of the countries in which we operate do not have intellectual property laws that protect proprietary rights as fully as do laws in the U.S. The use of our intellectual property by someone else without our authorization could reduce or eliminate certain of our competitive advantages, cause us to lose sales or otherwise harm our business. The costs associated with protecting our intellectual property rights could also adversely impact our business.
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We are also from time to time subject to claims from third parties suggesting that we may be infringing on their intellectual property rights. For example, in May 2025, Nemera filed patent infringement actions against us in France and Germany relating to certain of our ophthalmic products. In October 2025, an EPO hearing invalidated Nemera’s main patent claim while allowing an amended claim to continue. Refer to Note 12 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements for additional information.
Defending against such claims, or initiating legal action to protect our own rights, may involve significant legal expenses, operational disruptions, and diversion of management attention. Intellectual property litigation, which could result in substantial cost to us and divert the attention of management, may be necessary to protect our trade secrets or proprietary technology or for us to defend against claimed infringement of the rights of others and to determine the scope and validity of others’ proprietary rights. We may not prevail in any such litigation, and if we are unsuccessful, we may not be able to obtain any necessary licenses on reasonable terms or at all or such litigation may result in restrictions on our ability to manufacture or sell certain products or operate product lines. Failure to protect our patents, trademarks and other intellectual property rights, or failure to successfully defend against intellectual property litigation, may have a material adverse effect on our business, consolidated financial condition or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
RECENT SALES OF UNREGISTERED SECURITIES
Certain French employees are eligible to participate in the FCP Aptar Savings Plan (the “Plan”). An independent agent purchases shares of common stock available under the Plan for cash on the open market and we do not issue shares. We do not receive any proceeds from the purchase of common stock under the Plan. The agent under the Plan is BNP Paribas Fund Services. No underwriters are used under the Plan. All shares are sold in reliance upon the exemption from registration under the Securities Act of 1933 provided by Regulation S promulgated under that Act. During the quarter ended September 30, 2025, the Plan purchased 6,213 shares of our common stock on behalf of the participants at an average price of $140.64, for an aggregate amount of $874 thousand, and sold 1,910 shares of our common stock on behalf of the participants at an average price of $160.05, for an aggregate amount of $306 thousand. At September 30, 2025, the Plan owned 123,497 shares of our common stock.
ISSUER PURCHASES OF EQUITY SECURITIES
On October 10, 2024, a new share purchase authorization of up to $500 million of common stock was authorized. This authorization replaces previous authorizations and has no expiration date. We may repurchase shares through the open market, privately negotiated transactions or other programs, subject to market conditions.
During the three and nine months ended September 30, 2025, we repurchased approximately 286 thousand shares for $40.0 million and 1.3 million shares for $190.0 million, respectively.
The following table summarizes our purchases of our securities for the quarter ended September 30, 2025:
| Period | Total Number Of Shares Purchased | Average Price Paid Per Share | Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs | Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs (in millions) | |||||||||||||||||||
| 7/1/25 - 7/31/25 | — | $ | — | — | $ | 312.7 | |||||||||||||||||
| 8/1/25 - 8/31/25 | 286,058 | 139.85 | 286,058 | 272.7 | |||||||||||||||||||
| 9/1/25 - 9/30/25 | — | — | — | 272.7 | |||||||||||||||||||
| Total | 286,058 | $ | 139.85 | 286,058 | $ | 272.7 | |||||||||||||||||
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
During the three months ended September 30, 2025, no director or officer of the Company adopted terminated
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ITEM 6. EXHIBITS
Exhibit 31.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
Exhibit 31.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
Exhibit 32.1* | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
Exhibit 32.2* | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| Exhibit 101 | The following information from our Quarterly Report on Form 10-Q for the third quarter of fiscal 2025, filed with the SEC on October 31, 2025, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income – Three and Nine Months Ended September 30, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024, (iv) the Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024, (v) the Condensed Consolidated Statements of Changes in Equity – Three and Nine Months Ended September 30, 2025 and 2024, (vi) the Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024 and (vii) the Notes to Condensed Consolidated Financial Statements. | ||||||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
*Filed or furnished herewith.
**Management contract or compensatory plan or arrangement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AptarGroup, Inc. | ||||||||
| (Registrant) | ||||||||
| By | /s/ VANESSA KANU | |||||||
Vanessa Kanu | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
(Duly Authorized Officer and Principal Financial Officer) | ||||||||
| Date: October 31, 2025 | ||||||||
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FAQ
How did AptarGroup (ATR) perform in Q3 2025?
Net sales were $961.1 million, operating income was $136.9 million, and diluted EPS was $1.92.
Which segments drove ATR’s Q3 2025 revenue?
Aptar Pharma $445.4M, Aptar Beauty $327.8M, and Aptar Closures $188.0M.
What impacted ATR’s Q3 2025 other income?
A $26.5 million gain from remeasurement of an equity method investment increased other income.
What was ATR’s cash flow from operations year to date?
Net cash provided by operations was $386.3 million for the nine months ended September 30, 2025.
What are ATR’s leverage and coverage ratios?
Consolidated leverage ratio was 1.22 to 1.00 and interest coverage was 17.02 to 1.00 at September 30, 2025.
How many ATR shares were outstanding?
65,619,154 common shares were outstanding as of October 27, 2025.
What capital returns did ATR make in 2025 YTD?
Treasury stock purchases of $190.0 million and dividends of $89.3 million.
Aptargroup
NYSE:ATR
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Oct 30, 2025
[8-K] APTARGROUP, INC. Reports Material Event
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Sep 11, 2025
[144] AptarGroup, Inc. SEC Filing
Sep 5, 2025
[144] AptarGroup, Inc. SEC Filing
ATR Stock Data
8.19B
65.14M
1.07%
96.35%
1.43%
Medical Instruments & Supplies
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United States
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