Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements, Financial Statement Schedule and Exhibits

(1)Financial statements filed as part of this report are listed on the accompanying Index to Financial Statements.

(2) All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

(3)Exhibits filed as a part of this report are listed on the accompanying Exhibit Index. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K is identified as such on the Exhibit Index.

(b)The exhibits required to be filed by Item 601 of Regulation S-K are set forth on the accompanying Exhibit Index.

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AVERY DENNISON CORPORATION

EXHIBIT INDEX

For the Year Ended December 28, 2024

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing**(1)**
3.1(i)Amended and Restated Certificate of Incorporation, as filed on April 28, 2011 with the Office of Delaware Secretary of State3.1Current Report on Form 8-K, filed April 29, 2011
3.1(ii)Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective as of April 25, 2024.3.1Current Report on Form 8-K, filed April 26, 2024
3.1(iii)Amended and Restated Bylaws, effective as of April 25, 20243.2Current Report on Form 8-K, filed April 26, 2024
4.1Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the “1991 Indenture”)4.1Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991
4.2First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the “Supplemental Indenture”)4.4Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993
4.3Officers’ Certificate establishing a series of Securities entitled “Medium-Term Notes, Series C” under the 1991 Indenture, as amended by the Supplemental Indenture4.1Current Report on Form 8-K, filed May 12, 1995
4.4Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee (the “2001 Indenture”)4.1Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001
4.5Officers’ Certificate establishing Securities entitled “6.000% Notes due 2033” under the 2001 Indenture4.2Current Report on Form 8-K, filed January 16, 2003
4.66.000% Notes Due 20334.4Current Report on Form 8-K, filed January 16, 2003
4.7Indenture, dated as of November 20, 2007, between Registrant and Bank of New York4.2Current Report on Form 8-K, filed November 20, 2007
4.8Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and Bank of NY4.2Current Report on Form 8-K, filed April 8, 2013
4.9Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) as Trustee (including Form of 1.250% Senior Notes due 2025 on Exhibit A thereto)4.2Current Report on Form 8-K, filed March 3, 2017
4.10Fifth Supplemental Indenture, dated as of December 6, 2018, between Registrant and BNY Mellon, as Trustee (including Form of 4.875% Senior Notes due 2028 on Exhibit A thereto)4.2Current Report on Form 8-K, filed December 6, 2018

Table of Contents

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing**(1)**
4.11Sixth Supplemental Indenture, dated as of March 11, 2020, between Registrant and BNY Mellon, as Trustee (including Form of 2.650% Senior Notes due 2030 on Exhibit A thereto)4.2Current Report on Form 8-K, filed March 11, 2020
4.12Seventh Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee4.2Current Report on Form 8-K filed on August 18, 2021
4.13Eighth Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee (including Form of 2.250% Senior Notes due 2032 on Exhibit A thereto)4.3Current Report on Form 8-K filed on August 18, 2021
4.14Ninth Supplemental Indenture, dated as of March 15, 2023, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (including Form of 5.750% Senior Notes due 2033 on Exhibit A thereto)4.2Current Report on Form 8-K filed on March 15, 2023
4.15Tenth Supplemental Indenture between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of November 4, 2024 (including Form of 3.750% Senior Notes due 2034 on Exhibit A thereto)4.2Current Report on Form 8-K, filed on November 4, 2024
4.16†Description of SecuritiesN/AN/A
10.1Credit Agreement, dated as of June 26, 2024, among Registrant, as borrower; a syndicate of lenders party thereto; Mizuho Bank, Ltd., as administrative agent; Mizuho Bank, Ltd. and Bank of America, N.A., as syndication agents; and Citibank, N.A., as documentation agent10.1Current Report on Form 8-K, filed June 27, 2024
10.2*Amended and Restated Supplemental Executive Retirement Plan (“SERP”)10.11.1Quarterly Report on Form 10-Q, filed August 12, 2009
10.3*Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan (“EVDCP”)10.161994 Annual Report on Form 10-K, filed March 30, 1995
10.4*Amendment No. 1 to EVDCP10.16.11999 Annual Report on Form 10-K, filed March 30, 2000
10.5*Amended and Restated 2005 Directors Variable Deferred Compensation Plan10.18.2Quarterly Report on Form 10-Q, filed May 10, 2011
10.6*Amended and Restated Stock Option and Incentive Plan (“Equity Plan”)A2012 Proxy Statement on Schedule 14A, filed March 9, 2012
10.7*First Amendment to Equity Plan10.202014 Annual Report on Form 10-K, filed February 25, 2015

Table of Contents

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing**(1)**
10.8*2017 Incentive Award Plan (“2017 Plan”)B2017 Proxy Statement on Schedule 14A, filed March 10, 2017
10.9*Amended and Restated Annual Incentive Plan10.1Quarterly Report on Form 10-Q, filed May 1, 2020
10.10*Complete Restatement and Amendment of Executive Deferred Retirement Plan (“EDRP”)10.281994 Annual Report on Form 10-K, filed March 30, 1995
10.11*Amendment No. 1 to EDRP10.28.11999 Annual Report on Form 10-K, filed March 30, 2000
10.12*Amendment No. 2 to EDRP10.28.22001 Annual Report on Form 10-K, filed March 4, 2002
10.13*2005 Executive Variable Deferred Retirement Plan, amended and restated January 1, 20194.4Registration Statement on Form S-8, filed July 30, 2024
10.14*†Amended and Restated Key Executive Change of Control Severance PlanN/AN/A
10.15*†Amended and Restated Executive Severance PlanN/AN/A
10.16*†Form of Executive Severance AgreementN/AN/A
10.17*Amended and Restated Long-Term Incentive Unit Plan (“LTI Unit Plan”)10.2Quarterly Report on Form 10-Q, filed May 1, 2020
10.18*Form of Restricted Stock Unit Agreement under Equity Plan10.382013 Annual Report on Form 10-K, filed February 26, 2014
10.19*Form of Performance Unit Agreement under Equity Plan10.392013 Annual Report on Form 10-K, filed February 26, 2014
10.20*Form of Market-Leveraged Stock Unit Agreement under Equity Plan10.402013 Annual Report on Form 10-K, filed February 26, 2014
10.21*Form of Long-Term Incentive Unit Agreement under LTI Unit Plan10.412013 Annual Report on Form 10-K, filed February 26, 2014
10.22*Form of Director Restricted Stock Unit Agreement under 2017 Plan10.2Quarterly Report on Form 10-Q, filed August 1, 2017
10.23*Form of Employee Market-Leveraged Stock Unit Agreement under 2017 Plan10.3Quarterly Report on Form 10-Q, filed August 1, 2017
10.24*Form of Employee Performance Unit Agreement under 2017 Plan10.4Quarterly Report on Form 10-Q, filed August 1, 2017

Table of Contents

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing**(1)**
10.25*Form of Employee Restricted Stock Unit Agreement under 2017 Plan10.5Quarterly Report on Form 10-Q, filed August 1, 2017
10.26*Form of Employee Non-Qualified Stock Option Agreement under 2017 Plan10.6Quarterly Report on Form 10-Q, filed August 1, 2017
10.27*Offer Letter to Gregory Lovins, dated July 10, 201710.1Quarterly Report on Form 10-Q, filed August 1, 2017
10.28*Offer Letter to Deena Baker-Nel, dated August 26, 202010.1Quarterly Report on Form 10-Q, filed May 3, 2022
10.29*Offer Letter to Ignacio Walker, dated August 25, 202010.2Quarterly Report on Form 10-Q, filed May 3, 2022
10.30*Offer Letter to Francisco Melo, dated February 27, 202310.2Quarterly Report on Form 10-Q, filed May 2, 2023
10.31*Offer Letter to Mitchell Butier, dated May 25, 202310.1Quarterly Report on Form 10-Q, filed August 1, 2023
10.32*Offer Letter to Deon Stander, dated May 25, 202310.2Quarterly Report on Form 10-Q, filed August 1, 2023
10.33Offer Letter to Ryan Yost, dated February 12, 202410.1Quarterly Report on Form 10-Q, filed April 30, 2024
10.34†Offer Letter to Danny Allouche, dated November 14, 2024N/AN/A
19†Insider Trading Compliance Policy and ProceduresN/AN/A
21†List of SubsidiariesN/AN/A
23†Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting FirmN/AN/A
24†Power of Attorney (see Signatures – Power of Attorney)N/AN/A
31.1†Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002N/AN/A
31.2†Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002N/AN/A
32.1††Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002N/AN/A
32.2††Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002N/AN/A

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Exhibit No.Exhibit NameOriginally Filed as Exhibit No.Filing**(1)**
97Policy for Recovery of Erroneously Awarded Compensation972023 Annual Report on Form 10-K, filed February 21, 2024
101.INS†††Inline XBRL Instance Filing – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentN/AN/A
101.SCH†††Inline XBRL Extension Schema FilingN/AN/A
101.CAL†††Inline XBRL Extension Calculation Linkbase FilingN/AN/A
101.DEF†††Inline XBRL Extension Definition Linkbase FilingN/AN/A
101.LAB†††Inline XBRL Extension Label Linkbase FilingN/AN/A
101.PRE†††Inline XBRL Extension Presentation Linkbase FilingN/AN/A
104†††Inline XBRL for the cover page of this Annual Report on Form 10-K, included as part of the Exhibit 101 inline XBRL document set
(1)Unless otherwise noted, the File Number for all filings is File No. 1-7685.
*Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.
†Filed herewith.
††This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
†††Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections.

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