Cover and table of contents

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Cover and table of contents

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2025 or

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

For the transition period from to

Commission file number 1-7685

AVERY DENNISON CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware95-1492269
(State of Incorporation)(I.R.S. Employer Identification No.)
8080 Norton Parkway
Mentor, Ohio44060
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:

(440) 534-6000

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

Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common stock, $1 par valueAVYNew York Stock Exchange
3.750% Senior Notes due 2034AVY34Nasdaq Stock Market
4.000% Senior Notes due 2035AVY35Nasdaq Stock Market

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

Not applicable.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

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 x No o

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 x No o

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 xAccelerated filer oNon-accelerated filer oSmaller reporting company o
Emerging growth company o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 27, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $13.6 billion.

Number of shares of common stock, $1 par value, outstanding as of January 31, 2026, the end of the registrant’s most recent fiscal month: 76,877,940.

The following documents are incorporated by reference into the Parts of this Form 10-K indicated below:

DocumentIncorporated by reference into:
Portions of Definitive Proxy Statement for Annual Meeting of Stockholders to be held on April 30, 2026Parts III, IV

Table of Contents

AVERY DENNISON CORPORATION

FISCAL YEAR 2025 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business2
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments17
Item 1C.Cybersecurity18
Item 2.Properties19
Item 3.Legal Proceedings19
Item 4.Mine Safety Disclosures19
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
Item 6.Reserved21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure84
Item 9A.Controls and Procedures84
Item 9B.Other Information84
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections84
PART III
Item 10.Directors, Executive Officers and Corporate Governance85
Item 11.Executive Compensation88
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88
Item 13.Certain Relationships and Related Transactions, and Director Independence88
Item 14.Principal Accountant Fees and Services88
PART IV
Item 15.Exhibits and Financial Statement Schedules89
Item 16.Form 10-K Summary94
Signatures95
Power of Attorney96

Table of Contents

Safe Harbor Statement

The matters discussed in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. Words such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “guidance,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “project,” “seek,” “shall,” “should,” “target,” “will,” “would,” or variations thereof, and other expressions that refer to future events and trends, identify forward-looking statements. Our forward-looking statements, and financial or other business targets, are subject to certain risks and uncertainties, which could cause our actual results to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements.

We believe that the most significant risk factors that could affect our financial performance in the near term include: (i) the impact on underlying demand for our products from global economic conditions, tariffs, geopolitical uncertainty, and changes in environmental standards, regulations and preferences; (ii) competitors’ actions, including pricing, expansion in key markets, and product offerings; (iii) the cost and availability of raw materials; (iv) the degree to which higher costs can be offset with productivity measures and/or passed on to customers through price increases, without a significant loss of volume; (v) foreign currency fluctuations; and (vi) the execution and integration of acquisitions.

Certain risks and uncertainties are discussed in more detail under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K. Actual results and trends may differ materially from historical or anticipated results depending on a variety of factors, including but not limited to, risks and uncertainties related to the following:

  • International Operations — worldwide economic, geopolitical, social and labor conditions; changes in geopolitical conditions, including those related to trade relations and tariffs, China, the Russia-Ukraine war, the Israel-Hamas war and related hostilities in the Middle East; fluctuations in foreign currency exchange rates; and other risks associated with international operations, including in emerging markets

  • Our Business — fluctuations in demand affecting sales to customers; fluctuations in the cost and availability of raw materials and energy; changes in our markets due to competitive conditions, technological developments, laws and regulations, customer preferences; environmental regulations and sustainability trends; the impact of competitive products and pricing; the execution and integration of acquisitions; selling prices; customer and supplier concentrations or consolidations; the financial condition of distributors; outsourced manufacturers; product and service quality claims; restructuring and other cost reduction actions; our ability to generate sustained productivity improvement and our ability to achieve and sustain targeted cost reductions; the timely development and market acceptance of new products, including sustainable or sustainably-sourced products; our investment in development activities and new production facilities; the collection of receivables from customers; and our sustainability and governance practices

  • Information Technology — disruptions in information technology systems; cyber security events or other security breaches; and successful installation of new or upgraded information technology systems

  • Income Taxes — fluctuations in tax rates; changes in tax laws and regulations, and uncertainties associated with interpretations of such laws and regulations; outcome of tax audits; and the realization of deferred tax assets

  • Human Capital — recruitment and retention of employees and collective labor arrangements

  • Our Indebtedness — our ability to obtain adequate financing arrangements and maintain access to capital; credit rating risks; fluctuations in interest rates; and compliance with our debt covenants

  • Ownership of Our Stock — potential significant variability of our stock price and amounts of future dividends and share repurchases

  • Legal and Regulatory Matters — protection and infringement of our intellectual property; the impact of legal and regulatory proceedings, including with respect to compliance and anti-corruption, environmental, health and safety, and trade compliance

  • Other Financial Matters — fluctuations in pension costs and goodwill impairment

Our forward-looking statements are made only as of February 25, 2026. We assume no duty to update these forward-looking statements to reflect new, changed or unanticipated events or circumstances, other than as may be required by law.

Table of Contents

PART I

Next: Item 1. BUSINESS