APTARGROUP, INC. (ATR)

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

________________________________________________

(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 $1.03 billion for the quarter ended June 30, 2026, which represents a 6% increase compared to $966.0 million reported during the second quarter of 2025. The U.S. dollar weakened against most European currencies resulting in a positive 2% currency translation impact at the consolidated level. Acquisitions also positively impacted consolidated sales by 3%. Therefore, core sales, which excludes acquisitions and changes in foreign currency rates, increased 1% in the second quarter of 2026 compared to the same period in 2025. Strong product volume growth in our Closures segment and the pass through of higher input costs more than compensated for lower tooling sales.

Reported net sales for the first six months of 2026 increased 8% to $2.01 billion compared to $1.85 billion for the first six months of 2025. Foreign currency exchange rates and acquisitions each positively impacted our consolidated results by 4% and 3%, respectively, during the first six months of 2026. Therefore, core sales, which exclude acquisitions and changes in foreign currency exchange rates, for the first six months of 2026 increased 1% when compared with the same period in 2025. During the first half of 2026, we benefitted from strong sales of our higher value products within the Beauty and Closures segments, along with higher tooling sales. In Pharma, strong growth within our consumer healthcare and injectables markets were able to compensate for lower sales of emergency medicine products.

33

Table of Contents

________________________________________________

(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:

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 64.4% in the second quarter of 2026 compared to 62.0% in the second quarter of 2025. Sales within our Pharma segment were negatively impacted by a mix of lower margin applications compared to the same period in 2025. We also were negatively impacted by higher operating costs and an increase in certain input costs.

For the first six months of 2026, COS as a percentage of net sales increased to 64.3% compared to 62.1% in the same period in 2025. As discussed above, this increase is mainly due to the lower sales of some higher margin Pharma products, along with higher input costs and lower productivity when compared to the first six months of 2025.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by approximately $6.6 million to $157.7 million in the second quarter of 2026 compared to $151.1 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $3.2 million in the quarter, with $3.3 million coming from SG&A expenses from our acquisitions. SG&A as a percentage of net sales decreased to 15.4% in the second quarter of 2026 compared to 15.6% in the same period in 2025.

Our SG&A expenses increased by approximately $18.9 million to $325.3 million in the first six months of 2026 compared to $306.4 million during the same period in 2025. Excluding changes in foreign currency rates, SG&A increased by approximately $5.9 million in the first six months of 2026 compared to the first six months of 2025 with incremental SG&A costs from our acquisitions contributing the full amount of this increase. SG&A as a percentage of net sales decreased to 16.2% in the first six months of 2026 compared to 16.5% in the same period in 2025.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses increased by approximately $9.7 million to $79.6 million in the second quarter of 2026 compared to $69.9 million during the same period in 2025. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $8.0 million in the second quarter of 2026 compared to the same period a year ago. Approximately $3.9 million of this increase is due to recent acquisitions, while the remainder is related to higher capital investments in our legacy businesses made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.8% in the second quarter of 2026 compared to 7.2% in the same period of the prior year.

34

Table of Contents

Depreciation and amortization expenses increased by approximately $19.8 million to $155.4 million in the first six months of 2026 compared to $135.6 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately $13.3 million in the first six months of 2026 compared to the same period a year ago. Of this increase, $7.7 million relates to incremental depreciation and amortization costs in 2026 due to our acquisitions. The remaining net increase is due to higher capital investments made to support our growth strategy as discussed above. Depreciation and amortization as a percentage of net sales increased to 7.7% in the first six months of 2026 compared to 7.3% in the same period of the prior year.

RESTRUCTURING INITIATIVES

For the three and six months ended June 30, 2026, we recognized $1.4 million and $2.5 million, respectively, of restructuring costs related to initiatives to better leverage our fixed cost base through growth and cost reduction measures. For the three and six months ended June 30, 2025, we recognized $1.6 million and $3.6 million of restructuring costs related to these initiatives, respectively. The cumulative expense incurred as of June 30, 2026 was $77.0 million.

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

OPERATING INCOME

Operating income decreased approximately $17.7 million to $126.7 million in the second quarter of 2026 compared to $144.4 million in the same period a year ago. Excluding changes in foreign currency rates, operating income decreased by approximately $20.2 million in the quarter compared to the same period a year ago. Cost management efforts were more than offset by higher cost of sales and depreciation and amortization as noted above. Operating income as a percentage of net sales decreased to 12.3% in the second quarter of 2026 compared to 15.0% in the prior year period.

For the first six months of 2026, operating income decreased by approximately $23.6 million to $234.2 million compared to $257.8 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income decreased by approximately $35.9 million in the first six months of 2026 compared to the same period a year ago. This decrease was mainly driven by higher COS as a percentage of revenue, reflecting lower sales of certain higher-margin products within our Pharma segment and higher depreciation costs to support our growth initiatives. Operating income as a percentage of net sales decreased to 11.7% in the first six months of 2026 compared to 13.9% for the same period in the prior year.

INTEREST EXPENSE

Interest expense increased approximately $5.2 million to $16.0 million in the second quarter of 2026 compared to $10.9 million for the same period of the prior year.

Interest expense increased approximately $10.7 million to $32.9 million in the first six months of 2026 compared to $22.2 million during the same period in 2025. Since the beginning of 2025, we have repaid $250.0 million of private placement debt having an interest rate of 3.6% and issued a total of $600.0 million in new notes with a fixed interest rate of 4.75%, thus increasing both the amount and the average interest rate of our debt in the first six months of 2026 compared to the same period in the prior year. See Note 6 - Debt to the Condensed Consolidated Financial Statements for further details on our current debt structure.

NET OTHER INCOME (EXPENSE)

Net other income decreased $1.8 million to $4.3 million in the second quarter of 2026 from $6.2 million in the same period of the prior year.

Net oth

[Excerpt truncated for page length; source filing is linked above.]

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

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

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

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

OVERVIEW

GENERAL

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

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

2025 HIGHLIGHTS

•Reported sales increased 5% and core sales increased 2%.

•Reported net income increased 5% to $392.8 million and reported earnings per share increased 7% to $5.89.

•Returned $485.8 million to shareholders through share repurchases and dividends

•Capital expenditures decreased year over year, ending the year at about 7% of sales

•2025 was our 32nd consecutive year of paying an annually increasing dividend

Table of Contents

RESULTS OF OPERATIONS

The following table sets forth the Consolidated Statements of Income and the related percentages of net sales for the periods indicated. Refer to Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for additional information regarding Results of Operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

(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

For the year ended December 31, 2025, reported net sales increased 5% to $3.78 billion from $3.58 billion a year ago. The average U.S. dollar exchange rate weakened compared to the euro and most other major European currencies in which we operate, resulting in a 2% positive currency translation impact during 2025. Our current year acquisitions also positively impacted consolidated sales by 1%. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 2% in 2025 compared to 2024. Strong product volume growth in our Pharma and Closures segments along with increased tooling sales, mainly in our Beauty segment, more than compensated for the pass through of lower resin costs to our customers.

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

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

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

Table of Contents

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

Our cost of sales (“COS”) as a percentage of net sales increased to 62.8% in 2025 compared to 62.2% in 2024. While all three segments showed revenue growth during 2025, sales within the Pharma and Beauty segments were negatively impacted by a mix of lower margin applications compared to the same period in 2024. We were also negatively impacted by operational inefficiencies and an increase in certain input costs.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Our SG&A increased approximately 4% or $24.3 million to $606.5 million in 2025 compared to $582.2 million in 2024. Excluding changes in foreign currency rates, SG&A increased by approximately $11.8 million compared to the prior year. Of this increase, $4.9 million relates to incremental SG&A costs in 2025 due to our acquisitions including BTY and Sommaplast. The remaining increase is related to higher legal fees in our Pharma segment and higher compensation costs. SG&A as a percentage of net sales decreased to 16.1% in 2025 compared to 16.3% in the prior year.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense increased approximately 9% or $23.6 million to $287.4 million in 2025 compared to $263.8 million in 2024. Excluding changes in foreign currency rates, depreciation and amortization expense increased by approximately $17.4 million compared to the prior year. Approximately $5.4 million of this increase is due to our acquisitions during 2025. The majority of the remaining increase relates to higher capital investments made to support our growth strategy. Depreciation and amortization as a percentage of net sales increased to 7.6% in 2025 compared to 7.3% in the prior year.

RESTRUCTURING INITIATIVES

For the years ended December 31, 2025 and 2024, we recognized $9.8 million and $13.0 million, respectively, of restructuring costs related to our initiative to better leverage our fixed cost base through growth and cost reduction measures. The cumulative expense incurred as of December 31, 2025 was $74.5 million.

Restructuring costs for the years ended December 31, 2025 and 2024 are as follows:

OPERATING INCOME

Operating income increased approximately $4.5 million or 1% to $501.0 million in 2025 compared to $496.5 million in 2024. Excluding changes in foreign currency rates, operating income decreased by approximately $10.0 million in 2025 compared to 2024. Sales growth across all three of our segments could not compensate for the shift in mix of our product sales along with some operational inefficiencies and higher depreciation costs as discussed above. Operating income as a percentage of net sales decreased to 13.3% in 2025 compared to 13.8% for the prior year.

INTEREST EXPENSE

Interest expense increased by $8.8 million in 2025 to $52.7 million compared to $43.9 million in 2024. During 2025, we repaid $125.0 million of private placement debt having an interest rate of 3.6% and issued a total of $600.0 million in new notes with a fixed interest rate of 4.75%, thus increasing both the amount and the average interest rate of our debt during 2025 compared to 2024.

Table of Contents

NET OTHER INCOME

Net other income increased $25.9 million to $43.1 million in 2025 compared to $17.2 million in 2024. On July 28, 2025, we executed our call option to purchase an additional 31% equity interest 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. We also realized approximately $7.3 million in higher equity results from affiliates, which was partially offset by a $2.2 million lower remeasurement gain on our investment in PureCycle.

Also included in net other income is miscellaneous income, which predominately consists of changes in foreign currency and pension expenses. During 2025, we realized a $1.0 million negative impact from foreign currency and a $1.8 million negative impact from changes in pension expense when compared to 202

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]