avtr-20250630

Please wait

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

━━━━━━━━━

FORM 10-Q

━━━━━━━━━

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-38912

Avantor, Inc.

(Exact name of registrant as specified in its charter)


Delaware			82-2758923
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Radnor Corporate Center, Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

(Address of principal executive offices) (zip code)

(610) 386-1700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Exchange on which registered

Common stock, $0.01 par value

AVTR

New York Stock Exchange

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 ☐ 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 ☐ 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. ☒ Large Accelerated Filer ☐ 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

On July 28, 2025, 681,738,675 shares of common stock, $0.01 par value per share, were outstanding.

Avantor, Inc. and subsidiaries

Form 10-Q for the quarterly period ended June 30, 2025

Table of contents


			Page
Glossary			ii
Cautionary factors regarding forward-looking statements			iii

PART I — FINANCIAL INFORMATION
Item 1. Financial statements			1
Item 2. Management’s discussion and analysis of financial condition and results of operations			26
Item 3. Quantitative and qualitative disclosures about market risk			39
Item 4. Controls and procedures			39

PART II — OTHER INFORMATION
Item 1. Legal proceedings			39
Item 1A. Risk factors			39
Item 2. Unregistered sales of equity securities and use of proceeds			39
Item 3. Defaults upon senior securities			40
Item 4. Mine safety disclosures			40
Item 5. Other information			40
Item 6. Exhibits			41

Signature			42

Table of contents

Glossary


			Description
the Company, we, us, our			Avantor, Inc. and its subsidiaries

Adjusted EBITDA			our earnings or loss before interest, taxes, depreciation, amortization and certain other adjustments
Adjusted Operating Income			our earnings or loss before interest, taxes, amortization and certain other adjustments
Advanced Lab Services			Services and products designed to optimize and manage end-to-end laboratory operations for customers across industries such as biopharma, education, industrial, and technology sectors
Annual Report			our annual report on Form 10-K for the year ended December 31, 2024
AOCI			accumulated other comprehensive income or loss
Applied Solutions			Proprietary formulated solutions for semiconductor manufacturing, proprietary chemicals for healthcare, biopharma, and diagnostic applications as well as chemicals and PPE for industrial applications
ASC			Accounting Standards Codification
ASU			Accounting Standards Update



Bioprocessing			Process ingredients and excipients, single use systems and integrated solutions, and controlled environment consumables used to support the production of biologic drugs and therapies
CODM			chief operating decision maker

EURIBOR			the basic rate of interest used in lending between banks on the European Union interbank market
FASB			the Financial Accounting Standards Board of the United States
GAAP			United States generally accepted accounting principles


Laboratory Specialty Products			Proprietary chemicals and products for multiple industries, including biopharma, healthcare, industrial, mining, and education, among others
long-term			period other than short-term





OCI			other comprehensive income or loss


RSU			restricted stock units represent awards that will vest annually and awards that contain performance and market conditions
SEC			the United States Securities and Exchange Commission
SG&A expenses			selling, general and administrative expenses
short-term			period less than a year from the reporting date
Silicones			Ultra-high purity medical and aerospace grade silicone formulations
SOFR			secured overnight financing rate
specialty procurement			product sales related to customer procurement services
Total Science Solutions			Mission-critical consumables, chemicals, and equipment and instrumentation used by scientists in their labs

Table of contents

Cautionary factors regarding forward-looking statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, including our cost transformation initiative, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “assumption,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “likely,” “long-term,” “near-term,” “objective,” “opportunity,” “outlook,” “plan,” “potential,” “project,” “projection,” “prospects,” “seek,” “target,” “trend,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.

You should understand that the following important factors, in addition to those discussed under Part I, Item 1A “Risk Factors” in our Annual Report, as such risk factors may be updated from time to time in our periodic filings with the SEC and in this report, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

•disruptions to our operations;

•competition from other industry providers;

•our ability to implement our strategies for improving growth and optimizing costs;

•our ability to anticipate and respond to changing industry trends;

•adverse trends in consumer, business, and government spending;

•our dependence on sole or limited sources for some essential materials and components;

•our ability to successfully value and integrate acquired businesses;

•our products’ satisfaction of applicable quality criteria, specifications and performance standards;

•our ability to maintain our relationships with key customers;

•our ability to maintain our relationships with distributors;

•our ability to maintain our customer base and our expected volume of customer orders;

•our ability to maintain and develop relationships with drug manufacturers and contract manufacturing organizations;

iii

Table of contents

•the impact of new laws, regulations, or other industry standards;

•changes in the interest rate environment that increase interest on our borrowings;

•adverse impacts from currency exchange rates or currency controls imposed by any government in major areas where we operate or otherwise or from potential changes in trade restrictions, tariffs and exchange controls;

•our ability to implement and improve processing systems and prevent a compromise of our information systems or personal data;

•our ability to protect our intellectual property and avoid third-party infringement claims;

•exposure to product liability and other claims in the ordinary course of business;

•our ability to develop new products responsive to the markets we serve;

•supply chain constraints and the availability of raw materials;

•our ability to source certain of our products from certain suppliers;

•our ability to contain costs in an inflationary environment;

•our ability to avoid negative outcomes related to the use of chemicals;

•our ability to maintain highly skilled employees;

•our ability to maintain a competitive workforce;

•adverse impact of impairment charges on our goodwill and other intangible assets;

•currency fluctuations and uncertainties related to doing business outside the United States;

•our ability to obtain and maintain required regulatory clearances or approvals, which may constrain the commercialization of submitted products;

•our ability to comply with environmental, health and safety laws and regulations, or the impact of any liability or obligation imposed under such laws or regulations;

•our indebtedness, which could adversely affect our financial condition or prevent us from fulfilling our debt or contractual obligations;

•our ability to generate sufficient cash flows or access sufficient additional capital to meet our debt obligations or to fund our other liquidity needs; and

•our ability to maintain an effective system of internal control over financial reporting.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. We undertake no obligations to update or revise publicly any forward-

Table of contents

looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.

Table of contents

PART I — FINANCIAL INFORMATION

Item 1. Financial statements

Avantor, Inc. and subsidiaries

Index to unaudited condensed consolidated financial statements


			Page
Unaudited condensed consolidated balance sheets			2
Unaudited condensed consolidated statements of operations			3
Unaudited condensed consolidated statements of comprehensive income or loss			4
Unaudited condensed consolidated statements of stockholders’ equity			5
Unaudited condensed consolidated statements of cash flows			7
Notes to unaudited condensed consolidated financial statements			8

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated balance sheets


(in millions)	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	449.4	$	261.9
Accounts receivable, net of allowances of $28.9 and $30.2	1,149.4		1,034.5
Inventory	779.8		731.5
Other current assets	136.0		118.7

Total current assets	2,514.6		2,146.6
Property, plant and equipment, net of accumulated depreciation and impairment charges of $699.7 and $629.5	759.0		708.1
Other intangible assets, net (see note 7)	3,350.2		3,360.2
Goodwill, net of accumulated impairment losses of $38.8 and $38.8	5,762.2		5,539.2
Other assets	390.9		360.4
Total assets	$	12,776.9	$	12,114.5
Liabilities and stockholders’ equity
Current liabilities:
Current portion of debt	$	1,254.3	$	821.1
Accounts payable	708.8		662.8
Employee-related liabilities	174.0		168.2
Accrued interest	50.0		48.6
Other current liabilities	388.6		306.8

Total current liabilities	2,575.7		2,007.5
Debt, net of current portion	2,988.2		3,234.7
Deferred income tax liabilities	535.7		557.3
Other liabilities	391.4		358.3
Total liabilities	6,491.0		6,157.8
Commitments and contingencies (see note 8)
Stockholders’ equity:

Common stock including paid-in capital, 681.6 and 680.8 shares issued and outstanding	3,964.1		3,937.7
Accumulated earnings	2,332.2		2,203.0
Accumulated other comprehensive loss	(10.4)		(184.0)
Total stockholders’ equity	6,285.9		5,956.7
Total liabilities and stockholders’ equity	$	12,776.9	$	12,114.5

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of operations


(in millions, except per share data)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net sales	$	1,683.4	$	1,702.8	$	3,264.8	$	3,382.6
Cost of sales	1,129.3		1,121.3		2,175.8		2,230.6
Gross profit	554.1		581.5		1,089.0		1,152.0
Selling, general and administrative expenses	425.3		405.7		812.8		829.9


Operating income	128.8		175.8		276.2		322.1
Interest expense, net	(43.4)		(60.9)		(85.6)		(125.2)
Loss on extinguishment of debt	—		(1.9)		—		(4.4)
Other (expense) income, net	(3.7)		1.6		(23.2)		2.7
Income before income taxes	81.7		114.6		167.4		195.2
Income tax expense	(17.0)		(21.7)		(38.2)		(41.9)
Net income	$	64.7	$	92.9	$	129.2	$	153.3



Earnings per share:
Basic	$	0.09	$	0.14	$	0.19	$	0.23
Diluted	$	0.09	$	0.14	$	0.19	$	0.22
Weighted average shares outstanding:
Basic	681.5		679.4		681.3		678.7
Diluted	681.8		682.6		682.0		681.9

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of comprehensive income or loss


(in millions)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net income	$	64.7	$	92.9	$	129.2	$	153.3
Other comprehensive income (loss):
Foreign currency translation — unrealized gain (loss)	90.1		(6.1)		127.9		(28.1)
Derivative instruments:
Unrealized gain	2.2		5.4		5.5		15.2
Reclassification of gain into earnings	(2.2)		(8.4)		(5.6)		(16.9)
Activity related to defined benefit plans:
Unrealized (loss) gain	(0.4)		(0.2)		3.2		(0.4)
Reclassification of loss into earnings	—		—		17.3		—
Other comprehensive income (loss) before income taxes	89.7		(9.3)		148.3		(30.2)
Income tax effect	17.6		(1.0)		25.3		(8.1)
Other comprehensive income (loss)	107.3		(10.3)		173.6		(38.3)
Comprehensive income	$	172.0	$	82.6	$	302.8	$	115.0

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of stockholders’ equity


(in millions)		Stockholders’ equity
	Common stock including paid-in capital		Accumulated earnings		AOCI		Total
		Shares							Amount
Balance on March 31, 2025		681.5	$	3,948.4	$	2,267.5	$	(117.7)	$	6,098.2
Comprehensive income		—	—		64.7		107.3		172.0
Stock-based compensation expense		—	15.8		—		—		15.8

Stock option exercises and other common stock transactions		0.1	(0.1)		—		—		(0.1)

Balance on June 30, 2025		681.6	$	3,964.1	$	2,332.2	$	(10.4)	$	6,285.9

Balance on March 31, 2024		679.2	$	3,881.4	$	1,551.9	$	(97.0)	$	5,336.3
Comprehensive income (loss)		—	—		92.9		(10.3)		82.6

Stock-based compensation expense		—	11.6		—		—		11.6

Stock option exercises and other common stock transactions		0.4	4.5		—		—		4.5

Balance on June 30, 2024		679.6	$	3,897.5	$	1,644.8	$	(107.3)	$	5,435.0

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of stockholders’ equity (continued)


(in millions)		Stockholders’ equity
	Common stock including paid-in capital		Accumulated earnings		AOCI		Total
		Shares							Amount
Balance on December 31, 2024		680.8	$	3,937.7	$	2,203.0	$	(184.0)	$	5,956.7
Comprehensive income		—	—		129.2		173.6		302.8
Stock-based compensation expense		—	28.8		—		—		28.8

Stock option exercises and other common stock transactions		0.8	(2.4)		—		—		(2.4)

Balance on June 30, 2025		681.6	$	3,964.1	$	2,332.2	$	(10.4)	$	6,285.9

Balance on December 31, 2023		676.6	$	3,830.1	$	1,491.5	$	(69.0)	$	5,252.6

Comprehensive income (loss)		—	—		153.3		(38.3)		115.0

Stock-based compensation expense		—	24.0		—		—		24.0

Stock option exercises and other common stock transactions		3.0	43.4		—		—		43.4

Balance on June 30, 2024		679.6	$	3,897.5	$	1,644.8	$	(107.3)	$	5,435.0

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Unaudited condensed consolidated statements of cash flows


(in millions)	Six months ended June 30,
	2025		2024
Cash flows from operating activities:
Net income	$	129.2	$	153.3
Reconciling adjustments:
Depreciation and amortization	202.4		202.2


Stock-based compensation expense	27.9		23.8

Provision for accounts receivable and inventory	26.9		39.5
Deferred income tax benefit	(30.0)		(52.7)
Amortization of deferred financing costs	4.5		5.8
Loss on extinguishment of debt	—		4.4
Foreign currency remeasurement loss	3.8		3.1
Pension termination charges	18.1		—
Changes in assets and liabilities:
Accounts receivable	(55.7)		—
Inventory	(33.3)		(14.2)
Accounts payable	19.1		45.9
Accrued interest	1.4		(0.3)
Other assets and liabilities	(52.9)		6.4
Other	2.3		5.5
Net cash provided by operating activities	263.7		422.7
Cash flows from investing activities:
Capital expenditures	(57.6)		(80.5)



Other	0.1		1.4
Net cash used in investing activities	(57.5)		(79.1)
Cash flows from financing activities:
Debt borrowings	—		12.3
Debt repayments	(38.1)		(383.0)



Proceeds received from exercise of stock options	2.6		50.8
Shares repurchased to satisfy employee tax obligations for vested stock-based awards	(5.0)		(7.4)
Net cash used in financing activities	(40.5)		(327.3)
Effect of currency rate changes on cash and cash equivalents	21.8		(7.3)
Net change in cash, cash equivalents and restricted cash	187.5		9.0
Cash, cash equivalents and restricted cash, beginning of period	264.7		287.7
Cash, cash equivalents and restricted cash, end of period	$	452.2	$	296.7

See accompanying notes to the unaudited condensed consolidated financial statements.

Table of contents

Avantor, Inc. and subsidiaries

Notes to unaudited condensed consolidated financial statements

1. Nature of operations and presentation of financial statements

We are a global manufacturer and distributor that provides products and services to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies.

Principles of consolidation

All intercompany balances and transactions have been eliminated from the financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates.

2. New accounting standards

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the existing income taxes guidance (ASC Topic 740) to require additional disclosures surrounding annual rate reconciliation, income taxes paid and other income tax related disclosures.

The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company will first apply this standard to its annual disclosures for the year ending December 31, 2025, which we expect will result in additional disclosures in the Company’s income taxes note to its financial statements, primarily through additional disclosures surrounding the annual rate reconciliation and income taxes paid.

Disaggregation of Income Statement Expenses (DISE)

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the income statement. The

Table of contents

new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of this standard on our financial statements.

Other

There were no other new accounting standards that we expect to have a material impact on our financial position or results of operations upon adoption.

3. Earnings per share

The following table presents the reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2025:


(in millions, except per share data)	Three months ended June 30, 2025					Six months ended June 30, 2025
	Earnings (numerator)		Weighted average shares outstanding (denominator)	Earnings per share		Earnings (numerator)		Weighted average shares outstanding (denominator)	Earnings per share
Basic	$	64.7	681.5	$	0.09	$	129.2	681.3	$	0.19
Dilutive effect of stock-based awards	—		0.3			—		0.7

Diluted	$	64.7	681.8	$	0.09	$	129.2	682.0	$	0.19

The following table presents the reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2024:


(in millions, except per share data)	Three months ended June 30, 2024					Six months ended June 30, 2024
	Earnings (numerator)		Weighted average shares outstanding (denominator)	Earnings per share		Earnings (numerator)		Weighted average shares outstanding (denominator)	Earnings per share
Basic	$	92.9	679.4	$	0.14	$	153.3	678.7	$	0.23
Dilutive effect of stock-based awards	—		3.2			—		3.2

Diluted	$	92.9	682.6	$	0.14	$	153.3	681.9	$	0.22

Certain stock options and RSUs are not included in the diluted earnings per share calculation when the effect would have been anti-dilutive. The number of anti-dilutive shares not included were 16.7 million and 14.7 million for the three and six months ended June 30, 2025, respectively, and 6.1 million and 6.5 million for the three and six months ended June 30, 2024, respectively.

Table of contents

4. Segment financial information

Our reporting segment structure consists of two reportable business segments: Laboratory Solutions and Bioscience Production. Within our reportable segments, we sell materials & consumables, equipment & instrumentation and services & specialty procurement to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries. Corporate costs are managed on a standalone basis, certain of which are allocated to our reportable segments.

Adjusted Operating Income is used by the CODM as the measure to evaluate segment profitability. The CODM uses this metric predominantly in the annual budget, forecasting and performance monitoring processes.

The following table presents information by reportable segment:


(in millions)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net sales:
Laboratory Solutions	$	1,122.1	$	1,155.7	$	2,187.1	$	2,312.8
Bioscience Production	561.3		547.1		1,077.7		1,069.8
Total	$	1,683.4	$	1,702.8	$	3,264.8	$	3,382.6
Adjusted Operating Income:
Laboratory Solutions	$	133.3	$	150.9	$	272.3	$	299.1
Bioscience Production	139.7		144.0		263.1		270.9
Corporate	(20.8)		(17.7)		(40.4)		(34.4)
Total	$	252.2	$	277.2	$	495.0	$	535.6


(in millions)
Three months ended June 30, 2025	Laboratory Solutions		Bioscience Production		Corporate		Total
Net sales	$	1,122.1	$	561.3	$	—	$	1,683.4
Adjusted cost of sales1	817.0		312.1		—		1,129.1
Adjusted operating expenses2	171.8		109.5		20.8		302.1
Adjusted Operating Income	$	133.3	$	139.7	$	(20.8)	$	252.2

Six months ended June 30, 2025	Laboratory Solutions		Bioscience Production		Corporate		Total
Net sales	$	2,187.1	$	1,077.7	$	—	$	3,264.8
Adjusted cost of sales1	1,577.1		598.4		—		2,175.5
Adjusted operating expenses2	337.7		216.2		40.4		594.3
Adjusted Operating Income	$	272.3	$	263.1	$	(40.4)	$	495.0

Table of contents


(in millions)
Three months ended June 30, 2024	Laboratory Solutions		Bioscience Production		Corporate		Total
Net sales	$	1,155.7	$	547.1	$	—	$	1,702.8
Adjusted cost of sales1	819.7		299.9		—		1,119.6
Adjusted operating expenses2	185.1		103.2		17.7		306.0
Adjusted Operating Income	$	150.9	$	144.0	$	(17.7)	$	277.2

Six months ended June 30, 2024	Laboratory Solutions		Bioscience Production		Corporate		Total
Net sales	$	2,312.8	$	1,069.8	$	—	$	3,382.6
Adjusted cost of sales1	1,639.4		588.6		—		2,228.0
Adjusted operating expenses2	374.3		210.3		34.4		619.0
Adjusted Operating Income	$	299.1	$	270.9	$	(34.4)	$	535.6

━━━━━━━━━

1.Adjusted cost of sales excludes $0.2 million and $1.7 million of non-GAAP adjustments, for the three months ended June 30, 2025 and June 30, 2024, respectively, and $0.3 million and $2.6 million of non-GAAP adjustments for the six months ended June 30, 2025 and June 30, 2024, respectively, primarily related to restructuring and severance charges, as described in more detail within the non-GAAP reconciliation presented below.

2.Adjusted operating expenses excludes $123.2 million and $99.7 million of non-GAAP adjustments for the three months ended June 30, 2025 and June 30, 2024, respectively and $218.5 million and $210.9 million of non-GAAP adjustments for the six months ended June 30, 2025 and June 30, 2024, respectively, primarily related to amortization, transformation expenses and restructuring and severance charges, as described in more detail within the non-GAAP reconciliation presented below.


(in millions)	Depreciation and amortization
		Three months ended June 30,				Six months ended June 30,
		2025		2024		2025		2024
Laboratory Solutions		$	51.8	$	55.1	$	101.5	$	107.6
Bioscience Production		50.9		47.5		100.9		94.6
Total		$	102.7	$	102.6	$	202.4	$	202.2

Information about our segments’ assets and capital expenditures is not disclosed because this information is not provided to our CODM.

The amounts above exclude inter-segment activity because it is not material. All of the net sales presented for each segment are from external customers.

Table of contents

The following table presents the reconciliation of Adjusted Operating Income, our segment profitability measure, to Income before income taxes, the nearest measurement under GAAP:


(in millions)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Adjusted Operating Income	$	252.2	$	277.2	$	495.0	$	535.6
Amortization	(75.5)		(74.9)		(149.4)		(150.2)


Restructuring and severance charges1	(21.4)		(9.7)		(25.8)		(32.9)
Transformation expenses2	(20.4)		(16.2)		(35.8)		(29.5)
Reserve for certain legal matters, net3	(3.6)		—		(3.6)		—
Other4	(2.5)		(0.6)		(4.2)		(0.9)


Interest expense, net	(43.4)		(60.9)		(85.6)		(125.2)
Loss on extinguishment of debt	—		(1.9)		—		(4.4)
Other (expense) income, net	(3.7)		1.6		(23.2)		2.7
Income before income taxes	$	81.7	$	114.6	$	167.4	$	195.2

━━━━━━━━━

1.Reflects the incremental expenses incurred in the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption are specific to employee severance, site-related exit costs, and contract termination costs. These expenses represent costs incurred to achieve the Company’s publicly-announced cost transformation initiative.

2.Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors.

3.Represents charges and legal costs, net of recoveries, in connection with certain litigation and other contingencies that are unrelated to our core operations and not reflective of on-going business and operating results.

4.Represents other stock-based compensation expense (benefit) and a purchase price adjustment related to the sale of our Clinical Services business in 2024.

The following table presents net sales by product category:


(in millions)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Proprietary	$	893.8	$	914.0	$	1,723.5	$	1,797.5
Third-party	789.6		788.8		1,541.3		1,585.1
Total	$	1,683.4	$	1,702.8	$	3,264.8	$	3,382.6

Table of contents

5. Supplemental disclosures of cash flow information

The following table presents supplemental disclosures of cash balances:


(in millions)	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	449.4	$	261.9
Restricted cash classified as other assets	2.8		2.8
Total	$	452.2	$	264.7


(in millions)	Six months ended June 30,
	2025		2024
Cash flows from operating activities:
Cash paid for income taxes, net	$	93.8	$	86.5
Cash paid for interest, net, excluding financing leases	79.3		116.1
Cash paid for interest on finance leases	0.8		2.5
Cash paid under operating leases	19.5		22.0
Cash flows from financing activities:
Cash paid under finance leases	$	3.2	$	2.8

6. Inventory

The following table presents the components of inventory:


(in millions)	June 30, 2025		December 31, 2024
Merchandise inventory	$	451.6	$	416.0
Finished goods	114.4		101.2
Raw materials	150.1		149.3
Work in process	63.7		65.0
Total	$	779.8	$	731.5

Table of contents

7. Other intangible assets

The following table presents the components of other intangible assets:


(in millions)	June 30, 2025						December 31, 2024
	Gross value		Accumulated amortization and impairment1		Carrying value		Gross value		Accumulated amortization and impairment1		Carrying value
Customer relationships	$	4,922.3	$	2,051.2	$	2,871.1	$	4,697.5	$	1,840.4	$	2,857.1
Trade names	367.3		263.8		103.5		351.6		240.4		111.2
Other	642.1		358.8		283.3		626.8		327.2		299.6
Total finite-lived	$	5,931.7	$	2,673.8	3,257.9		$	5,675.9	$	2,408.0	3,267.9
Indefinite-lived					92.3						92.3
Total					$	3,350.2					$	3,360.2

━━━━━━━━━

1.As of June 30, 2025 and December 31, 2024, accumulated impairment losses on Customer relationships were $65.9 million and on Other were $40.5 million, totaling $106.4 million.

8. Commitments and contingencies

Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products and litigation. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably against us.

Environmental laws and regulations

Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability. Matters to be disclosed are as follows:

The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. At June 30, 2025, our accrued obligation under this order is $2.3 million, which is calculated based on expected cash payments discounted at rates ranging from 3.6% to 4.8% between 2025 and 2045. The undiscounted amount of that obligation is $3.5 million. We are indemnified against any losses incurred in this matter as stipulated through the agreement and guaranty referenced in our Annual Report.

In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At June 30, 2025, our balance sheet includes a liability of $1.1 million for remediation and monitoring costs. That liability is estimated primarily on discounted expected remediation payments and is not materially different from its undiscounted amount.

Table of contents

Manufacture and sale of products

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings.

We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements.

We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

Litigation

At June 30, 2025, there was no outstanding litigation that we believe would result in material losses if decided against us, and we do not believe that there are any unasserted matters that are reasonably possible to result in a material loss.

Table of contents

9. Debt

The following table presents information about our debt:


(dollars in millions)	June 30, 2025				December 31, 2024
	Interest terms	Rate	Amount
Receivables facility	SOFR1 plus 0.80%	5.22%	$	100.0	$	125.0
Senior secured credit facilities:

Euro term loans B-4	EURIBOR plus 2.50%	4.43%	89.1		81.6
Euro term loans B-5	EURIBOR plus 2.00%	3.93%	366.7		324.5


U.S. dollar term loans B-6	SOFR1 plus 2.00%	6.43%	82.7		86.6
2.625% secured notes	fixed rate	2.625%	763.9		672.6
3.875% unsecured notes	fixed rate	3.875%	800.0		800.0
3.875% unsecured notes	fixed rate	3.875%	470.1		413.9
4.625% unsecured notes	fixed rate	4.625%	1,550.0		1,550.0
Finance lease liabilities			29.9		15.0
Other			8.6		8.6
Total debt, gross			4,261.0		4,077.8
Less: unamortized deferred financing costs			(18.5)		(22.0)
Total debt			$	4,242.5	$	4,055.8
Classification on balance sheets:
Current portion of debt			$	1,254.3	$	821.1
Debt, net of current portion			2,988.2		3,234.7

━━━━━━━━━

1.SOFR includes credit spread adjustment.

Interest expense, net includes interest income of $11.0 million and $17.9 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $18.9 million and $35.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively. The interest income primarily relates to income on our interest rate swaps and cross currency swaps discussed in note 14.

Credit facilities

The following table presents availability under our credit facilities:


(in millions)	June 30, 2025
	Receivables facility		Revolving credit facility		Total
Capacity	$	272.8	$	975.0	$	1,247.8
Undrawn letters of credit outstanding	(15.0)		(3.4)		(18.4)
Outstanding borrowings	(100.0)		—		(100.0)
Unused availability	$	157.8	$	971.6	$	1,129.4

Capacity under the receivables facility is calculated as the lower of eligible borrowing base or facility limit of $400.0 million. Eligible borrowing base is determined as total available accounts receivable less

Table of contents

ineligible accounts receivable and other adjustments. At June 30, 2025, total available accounts receivable under the receivables facility were $542.4 million.

Senior secured credit facilities

On April 2, 2024, we amended the credit agreement to reprice the U.S. Dollar term loan under our senior secured credit facilities. Pursuant to the agreement, the interest rate applicable to the U.S. Dollar term loan reduced from SOFR plus a spread of 2.25% per annum to SOFR plus a spread of 2.00% per annum. The principal amount of U.S. Dollar term loan outstanding immediately prior to the amendment and the outstanding principal amount of U.S. Dollar term loan immediately following the amendment each totaled $772.4 million. The final stated maturity of the U.S. Dollar term loan remains November 8, 2027. The costs to complete the amendment were not material.

During the quarter ended June 30, 2025, we have not made any prepayments on our term loans.

Debt covenants

Our debt agreements include representations and covenants that we consider usual and customary, and our receivables facility and senior secured credit facilities include a financial covenant that becomes applicable for periods in which we have drawn more than 35% of our revolving credit facility under the senior secured credit facilities. In this circumstance, we are not permitted to have combined borrowings on our senior secured credit facilities and secured notes in excess of a pro forma net leverage ratio, as defined in our credit agreements. As we had not drawn more than 35% of our revolving credit facility in this period, this covenant was not applicable at June 30, 2025.

Table of contents

10. Accumulated other comprehensive income (loss)

The following table presents changes in the components of AOCI:


(in millions)	Foreign currency translation		Derivative instruments		Defined benefit plans		Total
Balance at March 31, 2025	$	(131.5)	$	0.1	$	13.7	$	(117.7)
Unrealized gain (loss)	90.1		2.2		(0.4)		91.9
Reclassification of gain into earnings	—		(2.2)		—		(2.2)
Change due to income taxes	17.6		—		—		17.6
Balance at June 30, 2025	$	(23.8)	$	0.1	$	13.3	$	(10.4)

Balance at March 31, 2024	$	(111.7)	$	13.6	$	1.1	$	(97.0)
Unrealized (loss) gain	(6.1)		5.4		(0.2)		(0.9)
Reclassification of gain into earnings	—		(8.4)		—		(8.4)
Change due to income taxes	(1.7)		0.7		—		(1.0)
Balance at June 30, 2024	$	(119.5)	$	11.3	$	0.9	$	(107.3)

Balance at December 31, 2024	$	(177.4)	$	0.2	$	(6.8)	$	(184.0)
Unrealized gain	127.9		5.5		3.2		136.6
Reclassification of (gain) loss into earnings	—		(5.6)		17.3		11.7
Change due to income taxes	25.7		—		(0.4)		25.3
Balance at June 30, 2025	$	(23.8)	$	0.1	$	13.3	$	(10.4)

Balance at December 31, 2023	$	(82.8)	$	12.6	$	1.2	$	(69.0)
Unrealized (loss) gain	(28.1)		15.2		(0.4)		(13.3)
Reclassification of gain into earnings	—		(16.9)		—		(16.9)
Change due to income taxes	(8.6)		0.4		0.1		(8.1)
Balance at June 30, 2024	$	(119.5)	$	11.3	$	0.9	$	(107.3)

The reclassifications effects shown above were immaterial to the financial statements and were made to either cost of sales, SG&A expense, other income (expense) or interest expense depending upon the nature of the underlying transaction. The income tax effects in the three and six months ended June 30, 2025 on foreign currency translation were due to our cross-currency swap discussed in note 14.

Table of contents

11. Stock-based compensation

The following table presents the components of stock-based compensation expense:


(in millions)	Classification	Three months ended June 30,				Six months ended June 30,
		2025		2024		2025		2024
Stock options	Equity	$	2.4	$	2.6	$	4.8	$	5.7
RSUs	Equity	13.1		8.8		23.4		17.6
Other	Both	—		(0.3)		(0.3)		0.5
Total		$	15.5	$	11.1	$	27.9	$	23.8
Award classification:
Equity		$	15.8	$	11.6	$	28.8	$	24.0
Liability		(0.3)		(0.5)		(0.9)		(0.2)

At June 30, 2025, unvested awards have remaining expense of $114.9 million to be recognized over a weighted average period of 1.7 years.

Stock options

The following table presents information about outstanding stock options:


(options and intrinsic value in millions)	Number of options	Weighted average exercise price per option		Aggregate intrinsic value		Weighted average remaining term
Balance at December 31, 2024	11.9	$	21.94
Granted	0.9	17.49
Exercised	(0.1)	7.85
Forfeited	(0.3)	24.30
Balance at June 30, 2025	12.4	$	21.64	$	0.5	4.7 years
Expected to vest	2.4	21.93		—		8.6 years
Vested	10.0	21.57		0.5		3.8 years

During the six months ended June 30, 2025, we granted stock options that have a contractual life of ten years and will vest annually over three years, subject to the recipient continuously providing service to us through each such date.

Table of contents

RSUs

The following table presents information about unvested RSUs:


(awards in millions)	Number of awards	Weighted average grant date fair value per award
Balance at December 31, 2024	4.6	$	26.63
Granted	4.4	15.68
Vested	(1.0)	27.23
Forfeited	(0.1)	23.09
Balance at June 30, 2025	7.9	$	19.68

During the six months ended June 30, 2025, we granted RSUs that will vest annually over one to three years, as specified in the terms of the underlying grant agreements, subject to the recipient continuously providing service to us throughout the vesting period. Certain of those awards contain performance and market conditions that impact the number of shares that will ultimately vest. We recorded expense on such awards of $3.7 million and $2.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $7.0 million and $4.8 million for the six months ended June 30, 2025 and June 30, 2024, respectively.

12. Other income or expense, net

The following table presents the components of other income or expense, net:


(in millions)	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net foreign currency (loss) gain from financing activities	$	(3.9)	$	1.0	$	(7.1)	$	1.8
(Expense) income related to defined benefit plans	(0.3)		0.6		(17.8)		0.9
Other	0.5		—		1.7		—
Other (expense) income, net	$	(3.7)	$	1.6	$	(23.2)	$	2.7

Other income or expense for the six months ended June 30, 2025 primarily relates to pension termination costs and the expected returns on defined benefit plan assets.

As described in our Annual Report, we approved the termination of one of our two U.S. Pension Plans in 2024. The pension liability for this plan was partially settled in December 2024 through lump sum distribution payments made to plan participants.

The remaining pension liability for this plan was settled in the first quarter of 2025, primarily through the purchase of annuity contracts totaling $97.7 million As a result of the settlement of the U.S. Pension Plan, we recorded $18.1 million of pension termination costs in the first quarter of 2025, which were primarily recognized in other income or expense.

Table of contents

The remaining pension surplus from the plan, approximately $40.0 million, will be used by the Company as prescribed by applicable regulations to fund a Qualified Replacement Plan, which will fund future contributions to the Avantor U.S. 401(k) defined contribution plan.

13. Income taxes

The following table presents the relationship between income tax expense and income before income taxes:


(in millions)	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Income before income taxes	$	81.7		$	114.6		$	167.4		$	195.2
Income tax expense	(17.0)			(21.7)			(38.2)			(41.9)
Effective income tax rate	20.8		%	18.9		%	22.8		%	21.5		%

Income tax expense in the quarter is based upon the estimated income for the full year. The composition of the income in different countries and adjustments, if any, in the applicable quarterly periods influences our expense.

The relationship between pre-tax income and income tax expense is affected by the impact of losses for which we cannot claim a tax benefit, non-deductible expenses and other items that increase tax expense without a relationship to income, such as withholding taxes and changes with respect to uncertain tax positions.

The change in the effective tax rate for the three and six months ended June 30, 2025, when compared to the three and six months ended June 30, 2024, is primarily due to a year-to-date shortfall in the tax deduction arising from the exercise of stock options, in comparison to the related GAAP expense previously taken on such instruments.

On July 4, 2025, the U.S. enacted H.R. 1, commonly referred to as the One Big Beautiful Bill Act (“Act”). As a result of the Act, we anticipate a reduction in our current and ongoing cash tax obligations due to several favorable provisions, including the reinstatement of immediate expensing for domestic research and development expenditures, the extension of 100% bonus depreciation for qualified properties and the relaxation of limitations on the deductibility of business interest expense. We are currently evaluating the full impact of the Act on our consolidated financial statements.

14. Derivative and hedging activities

Hedging instruments:

We engage in hedging activities to reduce our exposure to foreign currency exchange rates and interest rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following:

•Economic hedges — We are exposed to changes in foreign currency exchange rates on certain of our euro-denominated term loans and notes that move inversely from our portfolio of euro-

Table of contents

denominated intercompany loans. The currency effects for these non-derivative instruments are recorded through earnings in the period of change and substantially offset one another;

•Other hedging activities — Certain of our subsidiaries hedge short-term foreign currency denominated business transactions, external debt and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements.

Cash flow hedges of interest rate risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an immaterial amount will be reclassified as an increase to interest expense.

During the quarter ended September 30, 2024, the hedging relationship between our $750.0 million notional value interest rate swap and underlying hedged item became ineffective as the hedged forecast transaction was deemed no longer probable of occurring. Due to the ineffectiveness, hedge accounting was discontinued.

As of June 30, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:


(dollars in millions)
Interest rate derivative	Number of instruments	Notional
Interest rate swaps	1	$	100.0

Effect of cash flow hedge accounting on AOCI

The table below presents the effect of cash flow hedge accounting on AOCI for the three and six months ended June 30, 2025 and June 30, 2024.

Table of contents



(in millions)
Hedging relationships	Amount of gain or (loss) recognized in OCI on Derivative								Location of gain or (loss) reclassified from AOCI into income	Amount of gain or (loss) reclassified from AOCI into income
	Three months ended June 30,				Six months ended June 30,					Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024			2025		2024		2025		2024

Interest rate products	$	0.1	$	2.2	$	0.1	$	8.8	Interest expense, net	$	0.1	$	5.3	$	0.2	$	10.5

Total	$	0.1	$	2.2	$	0.1	$	8.8		$	0.1	$	5.3	$	0.2	$	10.5

Effect of cash flow hedge accounting on the income statement

The table below presents the effect of our derivative financial instruments on the statement of operations for the three and six months ended June 30, 2025 and June 30, 2024.


	Three months ended June 30,		Six months ended June 30,
	2025			2024		2025		2024
(in millions)	Interest expense, net			Interest expense, net		Interest expense, net		Interest expense, net
Total amounts of line items presented in the statements of operations where the effects of cash flow hedges are recorded	$	(43.4)		$	(60.9)	$	(85.6)	$	(125.2)



Amount of gain reclassified from AOCI into income	$	0.1		$	5.3	$	0.2	$	10.5

Net investment hedges

We are exposed to fluctuations in foreign exchange rates on investments we hold in foreign entities, specifically our net investment in EUR functional currency consolidated subsidiaries, against the risk of changes in the EUR-USD exchange rate.

For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCI as part of the cumulative translation adjustment. Amounts are reclassified out of AOCI into earnings in the event the hedged net investment is either sold or substantially liquidated.

As of June 30, 2025, we had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:


(value in millions)
Foreign currency derivative	Number of instruments	Notional sold		Notional purchased
Cross-currency swaps	3	€	732.1	$	750.0

As of December 31, 2024, we held a cross-currency swap with a notional amount of $750.0 million, maturing in April 2025. In April 2025, we completed a transaction to effectively amend and extend the

Table of contents

cross-currency swap maturing in April 2025. The liability position of the original cross-currency swap was blended and extended into three separate cross-currency swap agreements, each with a notional amount of $250.0 million, maturing in April 2027, April 2028, and April 2029, respectively.

Effect of net investment hedges on AOCI and the income statement

The table below presents the effect of our net investment hedges on AOCI and the statement of operations for the three and six months ended June 30, 2025 and June 30, 2024.


Effect of Net Investment Hedges on AOCI and the Income Statement
(in millions)
Hedging relationships	Amount of gain or (loss) recognized in OCI on Derivative				Location of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing)	Amount of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing)
	June 30,					June 30,
	2025		2024				2025		2024
Three months ended:
Cross currency swaps	$	(70.3)	$	7.4		Interest expense, net	$	2.1	$	3.2
Total	$	(70.3)	$	7.4			$	2.1	$	3.2
Six months ended:
Cross currency swaps	$	(100.7)	$	28.3		Interest expense, net	$	5.3	$	6.3
Total	$	(100.7)	$	28.3			$	5.3	$	6.3

The Company did not reclassify any other deferred gains or losses related to cash flow hedges from accumulated other comprehensive income (loss) to earnings for the three and six months ended June 30, 2025 and June 30, 2024 other than those mentioned above.

The table below presents the fair value of our derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2025 and December 31, 2024:



	Derivative assets						Derivative liabilities
	June 30, 2025			December 31, 2024			June 30, 2025			December 31, 2024
(in millions)	Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value		Balance sheet location	Fair value
Derivatives designated as hedging instruments:
Interest rate products	Other current assets	$	0.1	Other current assets	$	0.3	Other current liabilities	$	—	Other current liabilities	$	—
Foreign exchange products	Other current assets	—		Other current assets	—		Other current liabilities	(113.0)		Other current liabilities	(7.0)
Total		$	0.1		$	0.3		$	(113.0)		$	(7.0)

Table of contents

Non-derivative financial instruments which are designated as hedging instruments:

We designated all of our outstanding €400.0 million 3.875% senior unsecured notes, issued on July 17, 2020, and maturing on July 15, 2028, as a hedge of our net investment in certain of our European operations. For instruments that are designated and qualify as net investment hedges, the foreign currency transactional gains or losses are reported as a component of AOCI.

In October 2024, the Company de-designated these outstanding €400.0 million 3.875% senior unsecured notes as a hedge of our net investment in certain of our European operations. The de-designation had no impact on earnings as the accumulated gain on the net investment hedge is only reclassified into earnings upon a liquidation event or deconsolidation of a hedged foreign subsidiary.

The accumulated gain related to the foreign currency denominated debt previously designated as a net investment hedges classified in the foreign currency translation adjustment component of AOCI was $6.0 million as of June 30, 2025 and December 31, 2024.

The amount of gain related to the foreign currency denominated debt designated as net investment hedges classified in the foreign currency translation adjustment component of other comprehensive income or loss for the three and six months ended June 30, 2025 and June 30, 2024 are presented below:


(in millions)	Three months ended June 30,				Six months ended June 30,
(in millions)	2025		2024		2025		2024
Net investment hedges	$	—	$	(3.0)	$	—	$	(13.7)

15. Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt.

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements.

Table of contents

The following table presents the gross amounts, which exclude unamortized deferred financing costs, and the fair values of debt instruments:


(in millions)	June 30, 2025				December 31, 2024
	Gross amount		Fair value		Gross amount		Fair value
Receivables facility	$	100.0	$	100.0	$	125.0	$	125.0
Senior secured credit facilities:

Euro term loans B-4	89.1		89.4		81.6		82.1
Euro term loans B-5	366.7		367.6		324.5		326.1


U.S. dollar term loans B-6	82.7		83.1		86.6		87.2
2.625% secured notes	763.9		763.6		672.6		668.4
3.875% unsecured notes	800.0		757.6		800.0		729.9
3.875% unsecured notes	470.1		469.6		413.9		413.6
4.625 % unsecured notes	1,550.0		1,523.6		1,550.0		1,480.6
Finance lease liabilities	29.9		29.9		15.0		15.0
Other	8.6		8.6		8.6		8.6
Total	$	4,261.0	$	4,193.0	$	4,077.8	$	3,936.5

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are Level 2 measurements.

Item 2. Management’s discussion and analysis of financial condition and results of operations

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See “Cautionary factors regarding forward-looking statements.”

Basis of presentation

This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes. Pursuant to SEC rules for reports covering interim periods, we have prepared this discussion and analysis to enable you to assess material changes in our financial condition and results of operations since December 31, 2024, the date of our Annual Report. Therefore, we encourage you to read this discussion and analysis in conjunction with our Annual Report.

Overview

During the three months ended June 30, 2025, we recorded net sales of $1,683.4 million, net income of $64.7 million, Adjusted EBITDA of $279.8 million and Adjusted Operating Income of $252.2 million. Net sales declined 1.1%, which included a 0.2% organic net sales decrease compared to the same period in 2024. See “Reconciliations of non-GAAP measures” for reconciliations of net income to Adjusted EBITDA and Adjusted Operating Income, and net income margin to Adjusted EBITDA margin and Adjusted Operating Income margin. See “Results of operations” for a reconciliation and explanation of changes of net sales growth (decline) to organic net sales growth (decline).

Table of contents

Factors and current trends affecting our business and results of operations

The following updates the factors and current trends disclosed in our Annual Report. These updates may affect our performance and financial condition in future periods.

Our results are impacted by a divestiture to further refine our business model

We completed the sale of our Clinical Services business, a component of the Company’s Laboratory Solutions reportable segment, on October 17, 2024. The Clinical Services business was not classified as a discontinued operation as it did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

We have been impacted by inflationary pressures

We have experienced inflationary pressures across all of our cost categories. While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results.

We continue to invest in a differentiated innovation model

We are engaging with our customers early in their product development cycles to advance their programs from research and discovery through development and commercialization. These projects include enhancing product purity and performance characteristics, improving product packaging and streamlining workflows. We are also developing new products in emerging areas of science such as cell and gene therapy.

We continue to advance our cost transformation initiative to reduce our expenses

We are advancing a global cost transformation initiative to further enhance productivity through increased organizational efficiency, footprint optimization, reduced cost-to-serve and procurement savings that are expected to generate approximately $300 million in run rate gross cost savings by the end of 2026.

We have expanded this initiative and now expect to generate approximately $400 million in run rate gross savings by the end of 2027.

Fluctuations in foreign currency rates impact our results

Our consolidated results of operations are comprised of many different functional currencies that translate into our U.S. dollar reporting currency. The movement of the U.S. dollar against those functional currencies, particularly the Euro, has caused significant variability in our results and may continue to do so in the future.

Our results may be impacted by changes in trade policy

The imposition of tariffs and other trade restrictions by the U.S., as well as reciprocal trade restrictions imposed by other countries, could adversely affect global economies, financial markets and the overall environment in which we do business.

Table of contents

Key indicators of performance and financial condition

To evaluate our performance, we monitor a number of key indicators. As appropriate, we supplement our results of operations determined in accordance with GAAP with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance. These measures should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measures, and such measures may not be comparable to similarly titled measures reported by other companies. Rather, these measures should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business.

The key indicators that we monitor are as follows:

•Net sales, gross margin, operating income, operating income margin, net income or loss and net income or loss margin. These measures are discussed in the section entitled “Results of operations”;

•Organic net sales growth (decline), which is a non-GAAP measure discussed in the section entitled “Results of operations.” Organic net sales growth (decline) eliminates from our reported net sales change the impacts of revenues from acquisitions and divestitures that occurred in the last year (as applicable) and changes in foreign currency exchange rates. We believe that this measurement is useful to investors as a way to measure and evaluate our underlying commercial operating performance consistently across our segments and the periods presented. This measurement is used by our management for the same reason. Reconciliations to the change in reported net sales, the most directly comparable GAAP financial measure, are included in the section entitled “Results of operations”;

•Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted EBITDA is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) depreciation expense, (v) losses on extinguishment of debt, (vi) charges associated with the impairment of certain assets, (vii) gain on sale of business, and (viii) certain other adjustments. Adjusted EBITDA margin is Adjusted EBITDA divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”;

•Adjusted Operating Income and Adjusted Operating Income margin, which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted Operating Income is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) losses on extinguishment of debt, (v) charges associated with the impairment of certain assets, (vi) gain on sale of business, and (vii) certain other adjustments. This measurement is our segment reporting profitability measure under GAAP. Adjusted Operating Income margin is Adjusted Operating Income divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to

Table of contents

Adjusted Operating Income and Adjusted Operating Income margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”;

•Cash flows from operating activities, which we discuss in the section entitled “Liquidity and capital resources—Historical cash flows”;

•Free cash flow, which is a non-GAAP measure, is equal to our cash flows from operating activities, less capital expenditures, plus direct transaction costs and income taxes paid related to acquisitions and divestitures (as applicable) in the period. We believe that this measurement is useful to investors as it provides a view on the Company’s ability to generate cash for use in financing or investing activities. This measurement is used by management for the same reason. A reconciliation of cash flows from operating activities, the most directly comparable GAAP financial measure, to free cash flow, is included in the section entitled “Liquidity and capital resources—Historical cash flows.”

Results of operations

We present results of operations in the same way that we manage our business, evaluate our performance and allocate our resources. We also provide discussion of net sales and Adjusted Operating Income by segment: Laboratory Solutions and Bioscience Production. Corporate costs are managed on a standalone basis, certain of which are allocated to our reportable segments.

Executive summary


(dollars in millions)	Three months ended June 30,						Change
	2025			2024
Net sales	$	1,683.4		$	1,702.8		$	(19.4)
Gross margin	32.9		%	34.1		%	(120) bps
Operating income	$	128.8		$	175.8		$	(47.0)
Operating income margin	7.7		%	10.3		%	(260) bps
Net income	$	64.7		$	92.9		$	(28.2)
Net income margin	3.8		%	5.5		%	(170) bps
Adjusted EBITDA	$	279.8		$	305.6		$	(25.8)
Adjusted EBITDA margin	16.6		%	17.9		%	(130) bps
Adjusted Operating Income	$	252.2		$	277.2		$	(25.0)
Adjusted Operating Income margin	15.0		%	16.3		%	(130) bps

The second quarter net sales decline was primarily driven by reduced customer demand in the Laboratory Solutions segment and the divestiture of our Clinical Services business in our Advanced Lab Services business. The divestiture of our Clinical Services business, combined with inflationary pressures, higher customer incentives and unfavorable product and customer mix, contributed to a contraction in gross profit. Lower gross profit, partially offset by savings from our cost transformation initiative, resulted in lower Adjusted Operating Income and Adjusted EBITDA.

Table of contents

Net Sales

Three months ended


(in millions)	Three months ended June 30,				Reconciliation of net sales growth (decline) to organic net sales growth (decline)
					Net sales growth (decline)		Foreign currency impact		Divestiture impact		Organic net sales growth (decline)
	2025		2024
Laboratory Solutions	$	1,122.1	$	1,155.7	$	(33.6)	$	25.6	$	(48.1)	$	(11.1)
Bioscience Production	561.3		547.1		14.2		5.8		—		8.4
Total	$	1,683.4	$	1,702.8	$	(19.4)	$	31.4	$	(48.1)	$	(2.7)

Net sales decreased $19.4 million or 1.1%, which included $31.4 million or 1.9% of favorable foreign currency impact and $48.1 million or 2.8% of impact related to our Clinical Services divestiture. Organic net sales decreased by $2.7 million or 0.2%.

In the Laboratory Solutions segment, net sales decreased by $33.6 million or 2.9%, which included $25.6 million or 2.3% of favorable foreign currency impact and $48.1 million or 4.2% of impact related to our Clinical Services divestiture. Organic net sales decreased by $11.1 million or 1.0%. The sales decrease was primarily driven by lower demand for consumables offerings in our Total Science Solutions business due to the uncertainty around funding and macroeconomic outlook, partially offset by growth in Laboratory Specialty Products.

In the Bioscience Production segment, net sales increased by $14.2 million or 2.6%, which included $5.8 million or 1.1% of favorable foreign currency impact. Organic net sales increased by $8.4 million or 1.5%. The sales increase was primarily driven by higher sales volume in Silicones as well as improved sales of process ingredients and excipients in our Bioprocessing business.

Six months ended


(in millions)	Six months ended June 30,				Reconciliation of net sales growth (decline) to organic net sales growth (decline)
					Net sales growth (decline)		Foreign currency impact		Divestiture impact		Organic net sales growth (decline)
	2025		2024
Laboratory Solutions	$	2,187.1	$	2,312.8	$	(125.7)	$	11.1	$	(92.2)	$	(44.6)
Bioscience Production	1,077.7		1,069.8		7.9		1.3		—		6.6
Total	$	3,264.8	$	3,382.6	$	(117.8)	$	12.4	$	(92.2)	$	(38.0)

Net sales decreased $117.8 million or 3.5%, which included $12.4 million or 0.3% of favorable foreign currency impact and $92.2 million or 2.7% of impact related to our Clinical Services divestiture. Organic decline in net sales was $38.0 million or 1.1%.

In the Laboratory Solutions segment, net sales decreased $125.7 million or 5.4%, which included $11.1 million or 0.5% of favorable foreign currency impact and $92.2 million or 4.0% of impact related to our Clinical Services divestiture. Organic net sales decreased $44.6 million or 1.9%. The sales decline was primarily driven by decreased demand for consumables and equipment and instrumentation from our Total Science Solutions business due to the uncertainty around funding and macroeconomic outlook, partially offset by growth in Laboratory Specialty Products.

Table of contents

In the Bioscience Production segment, net sales increased $7.9 million or 0.7%, which included $1.3 million or 0.1% of favorable foreign currency impact. Organic net sales increased by $6.6 million or 0.6%. The sales increase was primarily driven by higher sales volume in Silicones as well as improved sales of single use systems and process ingredients and excipients in our Bioprocessing business.

Gross margin


	Three months ended June 30,				Change	Six months ended June 30,				Change
	2025		2024			2025		2024
Gross margin	32.9	%	34.1	%	(120) bps	33.4	%	34.1	%	(70) bps

Three and six months ended

Gross margin for the three months ended June 30, 2025 contracted by 120 basis points due to inflationary pressures and the divestiture of our Clinical Services business. For the six months ended June 30, 2025, margin contracted 70 basis points driven by inflationary pressures and unfavorable manufacturing variances.

Operating income


(in millions)	Three months ended June 30,				Change		Six months ended June 30,				Change
	2025		2024				2025		2024
Gross profit	$	554.1	$	581.5	$	(27.4)	$	1,089.0	$	1,152.0	$	(63.0)
Operating expenses	425.3		405.7		19.6		812.8		829.9		(17.1)


Operating income	$	128.8	$	175.8	$	(47.0)	$	276.2	$	322.1	$	(45.9)

Three and six months ended

Operating income for the three months ended June 30, 2025 decreased primarily due to lower gross profit, as previously discussed, and higher SG&A expenses. The increase in SG&A expenses was driven by higher restructuring and severance charges, transformation expenses and inflationary pressures on compensation expense, partially offset by savings from our cost transformation initiative and the divestiture of our Clinical Services business.

Operating income for the six months ended June 30, 2025 decreased primarily due to lower gross profit, as previously discussed, partially offset by lower SG&A expenses, driven by savings from our cost transformation initiative and the divestiture of our Clinical Services business. The lower SG&A expenses were partially offset by inflationary pressures on compensation expense.

Table of contents

Net income


(in millions)	Three months ended June 30,				Change		Six months ended June 30,				Change
	2025		2024				2025		2024
Operating income	$	128.8	$	175.8	$	(47.0)	$	276.2	$	322.1	$	(45.9)
Interest expense, net	(43.4)		(60.9)		17.5		(85.6)		(125.2)		39.6
Loss on extinguishment of debt	—		(1.9)		1.9		—		(4.4)		4.4
Other (expense) income, net	(3.7)		1.6		(5.3)		(23.2)		2.7		(25.9)
Income tax expense	(17.0)		(21.7)		4.7		(38.2)		(41.9)		3.7
Net income	$	64.7	$	92.9	$	(28.2)	$	129.2	$	153.3	$	(24.1)

Three and six months ended

Net income for the three months ended June 30, 2025 decreased primarily due to lower operating income, as previously discussed, partially offset by lower interest expense resulting from debt repayments made over the last twelve months.

Net income for the six months ended June 30, 2025 decreased primarily due to lower operating income, as previously discussed and pension termination charges, partially offset by lower interest expense resulting from debt repayments made over the last twelve months.

Adjusted EBITDA and Adjusted EBITDA margin

For reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to net income and net income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.”


(dollars in millions)	Three months ended June 30,						Change		Six months ended June 30,						Change
	2025			2024					2025			2024
Adjusted EBITDA	$	279.8		$	305.6		$	(25.8)	$	549.3		$	588.6		$	(39.3)





Adjusted EBITDA margin	16.6		%	17.9		%	(130) bps		16.8		%	17.4		%	(60) bps

Three and six months ended

For the three months ended June 30, 2025, Adjusted EBITDA decreased by $25.8 million or 8.4%, which included a favorable foreign currency translation impact of $5.2 million or 1.7%. The remaining decline of $31.0 million or 10.1% was primarily driven by the divestiture of our Clinical Services business, lower gross profit and inflationary pressures on compensation expense, partially offset by savings from our cost transformation initiative.

For the six months ended June 30, 2025, Adjusted EBITDA decreased by $39.3 million or 6.7%, which included a favorable foreign currency translation impact of $2.0 million or 0.3%. The remaining decline was $41.3 million or 7.0% primarily driven by the divestiture of our Clinical Services business, lower gross profit and inflationary pressures on compensation expense, partially offset by savings from our cost transformation initiative.

Table of contents

Adjusted Operating Income and Adjusted Operating Income margin

For reconciliations of Adjusted Operating Income and Adjusted Operating Income margin to net income and net income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.”


(dollars in millions)	Three months ended June 30,						Change		Six months ended June 30,						Change
	2025			2024					2025			2024
Adjusted Operating Income:
Laboratory Solutions	$	133.3		$	150.9		$	(17.6)	$	272.3		$	299.1		$	(26.8)
Bioscience Production	139.7			144.0			(4.3)		263.1			270.9			(7.8)
Corporate	(20.8)			(17.7)			(3.1)		(40.4)			(34.4)			(6.0)
Total	$	252.2		$	277.2		$	(25.0)	$	495.0		$	535.6		$	(40.6)

Adjusted Operating Income margin	15.0		%	16.3		%	(130) bps		15.2		%	15.8		%	(60) bps

Three months ended

Adjusted Operating Income decreased $25.0 million or 9.0%, which included a favorable foreign currency translation impact of $4.4 million or 1.6%. The remaining decline of $29.4 million or 10.6% is further discussed below.

In the Laboratory Solutions segment, Adjusted Operating Income declined $17.6 million or 11.7%, or 13.6% when adjusted for favorable foreign currency translation impact. The decrease was primarily due to the divestiture of our Clinical Services business, inflationary pressures and unfavorable product mix, partially offset by savings from our cost transformation initiative.

In the Bioscience Production segment, Adjusted Operating Income declined $4.3 million or 3.0%, or 4.0% when adjusted for favorable foreign currency translation impact. The decrease was primarily driven by unfavorable manufacturing variances and inflationary pressures on compensation expense, partially offset by savings from our cost transformation initiative.

In Corporate, Adjusted Operating Income decreased $3.1 million due to various immaterial factors.

Six months ended

Adjusted Operating Income decreased $40.6 million or 7.6%, which included a favorable foreign currency translation impact of $1.4 million or 0.2%. The remaining decline was $42.0 million or 7.8% which is further discussed below.

In the Laboratory Solutions segment, Adjusted Operating Income declined $26.8 million or 9.0%, or 9.4% when adjusted for favorable foreign currency translation impact. The decrease was primarily due to the divestiture of our Clinical Services business, lower sales volumes, inflationary pressures and unfavorable product mix, partially offset by savings from our cost transformation initiative.

In the Bioscience Production segment, Adjusted Operating Income declined $7.8 million or 2.9%, or 3.0% when adjusted for favorable foreign currency translation impact. The decrease was primarily driven

Table of contents

by unfavorable manufacturing variances and inflationary pressures on compensation expense, partially offset by commercial excellence and savings from our cost transformation initiative.

In Corporate, Adjusted Operating Income decreased $6.0 million due to immaterial offsetting factors.

Table of contents

Reconciliations of non-GAAP measures

The following table presents the reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA margin, respectively:


(dollars in millions, % based on net sales)	Three months ended June 30,								Six months ended June 30,
	2025				2024				2025				2024
	$		%		$		%		$		%		$		%
Net income	$	64.7	3.8	%	$	92.9	5.5	%	$	129.2	4.0	%	$	153.3	4.5	%
Interest expense, net	43.4		2.6	%	60.9		3.6	%	85.6		2.6	%	125.2		3.7	%
Income tax expense	17.0		1.0	%	21.7		1.3	%	38.2		1.1	%	41.9		1.2	%
Depreciation and amortization	102.7		6.1	%	102.6		5.9	%	202.4		6.2	%	202.2		6.0	%
Loss on extinguishment of debt	—		—	%	1.9		—	%	—		—	%	4.4		0.1	%





Restructuring and severance charges1	21.4		1.3	%	9.7		0.6	%	25.8		0.8	%	32.9		1.0	%
Transformation expenses2	20.4		1.2	%	16.2		1.0	%	35.8		1.1	%	29.5		0.9	%
Reserve for certain legal matters, net3	3.6		0.2	%	—		—	%	3.6		0.1	%	—		—	%
Other4	6.6		0.4	%	(0.3)		—	%	10.6		0.3	%	(0.8)		—	%



Pension termination charges5	—		—	%	—		—	%	18.1		0.6	%	—		—	%
Adjusted EBITDA	$	279.8	16.6	%	$	305.6	17.9	%	$	549.3	16.8	%	$	588.6	17.4	%

━━━━━━━━━

2.Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors.

4.Represents net foreign currency (gain) loss from financing activities, other stock-based compensation expense (benefit) and a purchase price adjustment related to the sale of our Clinical Services business in 2024.

5.As described in note 12 to our unaudited condensed consolidated financial statements.

Table of contents

The following table presents the reconciliation of net income and net income margin to Adjusted Operating Income and Adjusted Operating Income margin, respectively:


(dollars in millions, % based on net sales)	Three months ended June 30,								Six months ended June 30,
	2025				2024				2025				2024
	$		%		$		%		$		%		$		%
Net income	$	64.7	3.8	%	$	92.9	5.5	%	$	129.2	4.0	%	$	153.3	4.5	%
Interest expense, net	43.4		2.6	%	60.9		3.6	%	85.6		2.6	%	125.2		3.7	%
Income tax expense	17.0		1.0	%	21.7		1.3	%	38.2		1.1	%	41.9		1.2	%
Loss on extinguishment of debt	—		—	%	1.9		—	%	—		—	%	4.4		0.1	%
Other (expense) income, net	3.7		0.3	%	(1.6)		(0.1)	%	23.2		0.8	%	(2.7)		—	%
Operating income	128.8		7.7	%	175.8		10.3	%	276.2		8.5	%	322.1		9.5	%
Amortization	75.5		4.5	%	74.9		4.4	%	149.4		4.6	%	150.2		4.4	%


Restructuring and severance charges1	21.4		1.3	%	9.7		0.6	%	25.8		0.8	%	32.9		1.0	%
Transformation expenses2	20.4		1.2	%	16.2		1.0	%	35.8		1.1	%	29.5		0.9	%
Reserve for certain legal matters, net3	3.6		0.2	%	—		—	%	3.6		0.1	%	—		—	%
Other4	2.5		0.1	%	0.6		—	%	4.2		0.1	%	0.9		—	%


Adjusted Operating Income	$	252.2	15.0	%	$	277.2	16.3	%	$	495.0	15.2	%	$	535.6	15.8	%

━━━━━━━━━

2.Represents incremental expenses directly associated with the Company’s publicly-announced cost transformation initiative, primarily related to the cost of external advisors.

4.Represents other stock-based compensation expense (benefit) and a purchase price adjustment related to the sale of our Clinical Services business in 2024.

Liquidity and capital resources

We fund short-term cash requirements primarily from operating cash flows and credit facilities. Most of our long-term financing is from indebtedness. For the three and six months ended June 30, 2025, we generated $154.4 million and $263.7 million of cash from operating activities, respectively, ended the quarter with $449.4 million of cash and cash equivalents and our availability under our credit facilities was $1,129.4 million. In the next twelve months, we have coming due debt repayment of $763.9 million related to 2.625% secured notes, debt repayment of $366.7 million related to Euro term loans B-5, required other term loans payments of $17.1 million and repayment of receivables facility borrowings of $100.0 million.

Table of contents

Liquidity

The following table presents our primary sources of liquidity:


(in millions)	June 30, 2025
	Receivables facility		Revolving credit facility		Total
Unused availability under credit facilities:
Capacity	$	272.8	$	975.0	$	1,247.8
Undrawn letters of credit outstanding	(15.0)		(3.4)		(18.4)
Outstanding borrowings	(100.0)		—		(100.0)
Unused availability	$	157.8	$	971.6	$	1,129.4
Cash and cash equivalents					449.4
Total liquidity					$	1,578.8

Some of our credit line availability depends upon maintaining a sufficient borrowing base of eligible accounts receivable. We believe that we have sufficient capital resources to meet our liquidity needs.

At June 30, 2025, $291.4 million or 64.8% of our $449.4 million in cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply.

Table of contents

Historical cash flows

The following table presents a summary of cash provided by (used in) various activities:


(in millions)	Six months ended June 30,				Change
	2025		2024
Operating activities:
Net income	$	129.2	$	153.3	$	(24.1)
Non-cash items1	253.6		226.1		27.5
Working capital changes2	(58.0)		35.5		(93.5)
All other	(61.1)		7.8		(68.9)
Total	$	263.7	$	422.7	$	(159.0)
Investing activities:

Capital expenditures	(57.6)		(80.5)		22.9


Other	0.1		1.4		(1.3)
Total	$	(57.5)	$	(79.1)	$	21.6
Financing activities	(40.5)		(327.3)		286.8

━━━━━━━━━

1.Consists of typical non-cash charges including depreciation and amortization, stock-based compensation expense, deferred income tax expense and others.

2.Includes changes to our accounts receivable, inventory, contract assets and accounts payable.

Cash flows from operating activities provided $159.0 million less cash in 2025, primarily due to higher net working capital requirements, higher incentive compensation payments related to fiscal year 2024 and lower income before income taxes.

Investing activities used $21.6 million less cash in 2025. The change was primarily attributable to a decrease in capital expenditures compared to the prior year.

Financing activities used $286.8 million less cash in 2025, primarily due to the absence of term loan prepayments in the current year, partially offset by a decrease in proceeds received from stock option exercises compared to the prior year.

Free cash flow


(in millions)	Six months ended June 30,				Change
	2025		2024
Net cash provided by operating activities	$	263.7	$	422.7	$	(159.0)

Capital expenditures	(57.6)		(80.5)		22.9
Divestiture-related transaction expenses and taxes paid	1.4		—		1.4
Free cash flow	$	207.5	$	342.2	$	(134.7)

Free cash flow was $134.7 million lower in 2025, primarily due to lower cash flow from operating activities as previously discussed, partially offset by a decrease in capital expenditures.

Table of contents

Indebtedness

For information about our indebtedness, refer to the section entitled “Liquidity” and note 9 to our unaudited condensed consolidated financial statements included in Part I, Item 1 — “Financial statements.”

Item 3. Quantitative and qualitative disclosures about market risk

Quantitative and qualitative disclosures about market risk appear in Item 7A “Quantitative and qualitative disclosures about market risk” in our Annual Report. There were no material changes during the quarter ended June 30, 2025 to this information as reported in our Annual Report.

Item 4. Controls and procedures

Management’s evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal proceedings

For additional information regarding legal proceedings and matters, see note 8 to our unaudited condensed consolidated financial statements included in Part I, Item 1 — “Financial statements,” in this report, which information is incorporated into this item by reference.

Item 1A. Risk factors

For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report for the year ended December 31, 2024, as supplemented by Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. There have been no material changes to the risk factors disclosed in Part I, Item 1A “Risk Factors” in our Annual Report for the year ended December 31, 2024, as supplemented by Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

Item 2. Unregistered sales of equity securities and use of proceeds

None.

Table of contents

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not applicable.

Item 5. Other information

Securities Trading Plans of Directors and Officers

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934. During the quarter ended June 30, 2025, the following plans or arrangements were adopted:

On May 6, 2025, Michael Stubblefield, Director, President and Chief Executive Officer, adopted a Rule 10b5-1 trading plan (the “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934, pursuant to which he may sell up to 906,204 shares of the Company’s common stock through the exercise of stock options in amounts and at prices as determined in accordance with the Plan terms. The Plan will terminate on the earlier of October 31, 2025, or the execution of all trades contemplated by the Plan.

No other directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the Company adopted or terminated (i) a Rule 10b5-1 trading arrangement, as defined in Item 408(a) under Regulation S-K, or (ii) a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) under Regulation S-K, during the three months ended June 30, 2025.

Table of contents

Item 6. Exhibits

Location of exhibits

Exhibit no.

Exhibit description

Form

Exhibit no.

Filing date

10.1^

Transition Agreement, dated April 25, 2025 between Michael Stubblefield and Avantor, Inc.

10.2^

Avantor, Inc. Executive Severance and Change in Control Plan

10.3^

Form of 2025 Restricted Stock Unit Grant Notice under the Avantor, Inc. 2019 Equity Incentive Plan (Employees)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101

XBRL exhibits

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

━━━━━━━━━

* Filed herewith

** Furnished herewith

^ Indicates management contract or compensatory plan, contract or arrangement.

Table of contents

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.


	Avantor, Inc.

Date: August 1, 2025	By:	/s/ Steven Eck
		Name:	Steven Eck
		Title:	Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)