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A.History and development of the Company
Ardagh Group traces its origins back to 1932 in Dublin, Ireland, when the Irish Glass Bottle Company was founded and listed on the Irish Stock Exchange. Ardagh Group operated a single glass plant in Dublin, largely serving the domestic beverage and food customer base until 1998, when Yeoman International took an initial stake in Ardagh Group.
Since 1999, Ardagh Group has played a major role in the consolidation of the global metal and glass packaging industries, completing 24 acquisitions and significantly increasing its scope, scale, and geographic presence.
AMPSA was incorporated under the laws of Luxembourg on January 20, 2021 as a public limited liability company (société anonyme) having its registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under number B 251465. As at December 31, 2025, we operated 23 production facilities globally, located in Europe (twelve), North America (eight) and Brazil (three). These comprise 18 facilities producing beverage cans, four facilities producing can ends and one facility producing both cans and ends. The history and development of our production facility footprint has been as follows:
● In June 2016, Ardagh Group acquired the assets required to be divested by Ball Corporation and Rexam PLC to gain approval for the acquisition of Rexam PLC by Ball Corporation. The divested assets comprised 22 production facilities, located in Europe (twelve), North America (eight) and Brazil (two).
● The twelve production facilities acquired by Ardagh Group in Europe comprised ten former Ball Corporation plants, as well as two former Rexam PLC production facilities. Ball Corporation had established and grown its presence in Europe, principally through the acquisition of Schmalbach-Lubeca in 2008, at the time the second largest manufacturer of beverage cans in Europe. Rexam PLC had established and grown its beverage can business in Europe through the acquisitions of PLM, AB, Swedish-listed beverage can and glass bottle manufacturer, acquired in 1999, and American National Can Corporation, acquired in 2000, as well as organic investments in new capacity. The eight production facilities acquired in North America represented part of the former Rexam PLC business. Finally, the two production facilities in Brazil were formerly owned by Latapack-Ball, a joint venture in which Ball Corporation had held an approximately 60% stake. In December 2015, Ball Corporation acquired full ownership of this joint venture, prior to divesting these two production facilities.
● In 2018, the construction of a greenfield production facility in Manaus, Brazil was completed, which supplies can ends to our can production facilities in Jacarei, Brazil and Alagoinhas, Brazil.
● In October 2020, Ardagh Group announced a $1.5 billion growth investment program to grow its metal packaging business. In February 2021, in response to the positive demand outlook we announced our decision to undertake additional investments increasing the total amount of the growth investment program to $1.8 billion for the period from 2021 to 2024.
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● In December 2020, we acquired a large brownfield and building site in Huron, Ohio, which was converted into a new beverage can and ends plant. Ends production commenced in November 2021 and beverage can production began in July 2022.
● In February 2021, the combination with GHV was announced, whereby we would be separately listed on the NYSE. This combination with GHV was completed in August 2021, and we began trading on the NYSE under the ticker “AMBP.” As at December 31, 2025, AHSA indirectly owns approximately 76% of our Ordinary Shares.
● In November 2021, we announced the acquisition of Quebec-based Hart Print, a North America based innovator in digital printing services to the beverage market. We further expanded our digital printing capabilities through the acquisition of a majority stake in February 2023 in NOMOQ, a Switzerland based start-up.
● In November 2023, after a thorough review and analysis of our production capabilities, we announced that we planned to close our manufacturing facility in Whitehouse, Ohio in the first quarter of 2024. This was completed in February 2024.
● In November 2025, the Ardagh Group completed the Recapitalization Transaction. As part of the Recapitalization Transaction, a debt-for-equity swap was effected pursuant to which certain holders of AGSA’s and its affiliates’ indebtedness acquired indirect ownership of AGSA through AHSA. Following completion of the Transaction, the ultimate controlling company of AMPSA is AHSA, which indirectly owns approximately 76% of our Ordinary Shares.
The SEC maintains an internet site at www.sec.gov that contains reports and information statements and other information regarding registrants like us that file electronically with the SEC.
We routinely post important information on our website https://www.ardaghmetalpackaging.com/investors. The contents of the website are not incorporated by reference into this Annual Report.
Our agent for service in the United States is: Ardagh Metal Packaging USA Corp., 8770 W. Bryn Mawr Avenue, Chicago, IL 60631 (Telephone: +1 (773) 399-3000).
B. Business Overview
We are one of the leading suppliers of consumer metal beverage packaging in the world and believe that we hold the #2 or #3 market positions in Europe, the United States and Brazil. The global beverage can industry is a large, consumer-driven industry with attractive growth characteristics. Our end-use categories include beer, carbonated soft drinks, energy drinks, sparkling waters, hard seltzers, juices, pre-mixed cocktails, teas and wine. Our customers include a wide variety of leading beverage products, which value our packaging products for their convenience, quality and sustainability, as well as the end-user appeal they offer through design, innovation and brand promotion. With our significant invested capital base, supported by consistent levels of re-investment, our extensive technical capabilities and manufacturing know-how, we believe we are well-positioned to continue to meet the dynamic needs of our global customers.
The global metal packaging industry is worth more than $140 billion, with the metal can packaging market representing nearly 60%, according to an October 2024 report from Smithers Pira, a leading independent market research firm with extensive specialized experience in the packaging, paper and print industries. We compete in the beverage can sector of the consumer and metal packaging industry. Because the consumer metal packaging industry primarily supplies packaging for food, drinks and other basic needs, it is considered to be a relatively stable market sector that is less sensitive to economic cycles than many other industries.
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We serve over 200 customers across more than 40 countries, comprised of multi-national companies and large national and regional companies. In our target regions of Europe, North America and Brazil, our customers include a wide variety of companies owning some of the best-known brands in the world. We have a stable customer base with long-standing relationships and over 80% of our sales are generated under multi-year contracts, with the remainder largely subject to annual arrangements. A significant portion of our sales volumes are supplied under contracts which include input cost pass through provisions, which help us deliver generally consistent absolute margins.
As at December 31, 2025, we operated 23 production facilities in nine countries and employed approximately 6,500 personnel. Our production facilities are generally located to serve our customers’ filling locations. Certain production facilities may also be dedicated to specific end-use categories, enhancing product-specific expertise and generating benefits of scale and production efficiency. Significant capital has been invested in our extensive network of long-lived production facilities, which, together with our skilled workforce and related manufacturing process know-how, supports our competitive positions.
We are committed to market-leading innovation and product development and maintain dedicated innovation, development and engineering centers in the United States and Europe to support these efforts. These facilities focus on three main areas: (i) innovations that provide enhanced product design, differentiation and user experience for our customers and end-use consumers; (ii) innovations that reduce input costs to generate cost savings for both our customers and us (e.g. downgauging); and (iii) developments to meet evolving product safety standards and regulations.
Sustainability
Sustainability is a core part of our business, and our sustainability strategy is built upon three pillars – Emissions, Ecology and Social, focusing on minimizing our GHG emissions, reducing our environmental footprint and promoting circularity to ensure minimal impact on the planet. We are committed to investing in our people and the communities where we operate. Our focus on sustainability has been recognized by various external organizations. In 2025, Ardagh Group was awarded a platinum rating from EcoVadis. AMPSA received management ratings of B for water management and climate change and A for supplier engagement from CDP (formerly the Carbon Disclosure Project).
Emissions
The Emissions pillar of our sustainability strategy aligns to the SBTi and aims to minimize our GHG emissions and other potential emissions to air. We are targeting to reduce our Scope 1& 2 and Scope 3 emissions by 42% and 12.3% respectively by 2030 from a 2020 baseline, in line with the Paris Agreement, under which select governments pledged to hold the increase in the global average temperature to well below 2°C above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels. These targets were approved by the SBTi in 2022. We have launched a wide range of initiatives to work towards achieving these targets, including procuring electricity from renewable sources.
We also take a holistic approach across our operations and supply chains working in close collaboration with our industry associations to increase recycled content and reduce emissions from our materials and operations. Recycling rates for aluminum beverage cans are relatively high in the geographies in which we operate, estimated at 43% in the United States, 75% in Europe and 97% in Brazil. The use of recycled aluminum reduces energy consumption by 95% compared with the alternative of producing aluminum cans from its virgin source. In addition, we have identified several strategic activities to support emissions reductions, including using less material, lightweighting the aluminum we use in our products without sacrificing quality and optimizing logistics to reduce fuel usage.
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Ecology
The Ecology pillar of our sustainability strategy is focused on reducing water consumption and waste to minimize our impact on the environment and contributing to a more sustainable future. Water plays a key role in various stages of our manufacturing processes, including forming, washing, rinsing and cooling of beverage cans. We recognize that water scarcity affects an increasing number of regions worldwide as well as the strategic significance of water as a finite and essential resource, and have set targets to reduce water usage across our global operations. We also recognize the negative impact that waste being sent to landfills is having on our ecosystems and GHG emissions. Through reusing and recycling, we aim to prevent our packaging and waste materials ending up in landfills. When reusing and recycling is not possible, we apply controls and treatment technologies to help prevent human health effects and minimize the environmental impacts of disposal.
Social
The Social pillar of our sustainability strategy embodies our commitment to build a safe, diverse, equal and inclusive workforce focused on customer satisfaction and improving the communities we do business in. We recognize the pivotal role of our people and communities in driving long-term sustainable transformation We aim to ensure a safe and healthy workplace for all our employees by embedding a culture of safety awareness. Broad principles are supported by detailed policies and procedures to minimize accidents and injuries through continuous training and education. We are committed to promoting a culture of integrity and respect in the workplace, and continue to believe a fair, open and inclusive work environment can enhance both the performance of the Group and the well-being and experience of our employees.
Information Technology
Our IT systems are integral to our entire business and cover our manufacturing, procurement, accounting and telecommunication systems, among others. They are designed and organized to support our daily business operations, compliance, financial information and reporting, and we have dedicated resources to maintain and optimize our IT portfolio with additional support from external IT partners. We follow a balanced IT strategy, maintaining and carefully improving our core systems that support our day-to-day business operations, while also exploring new and emerging technologies and the benefits they can provide to our business, such as increasing group-wide quality and efficiency. Recent examples include a dedicated focus on the use of cloud, advanced data analytics, and AI. For a discussion on our cybersecurity risk management, strategy and governance, please see “Item 16K. Cybersecurity.”
Development
Our leading global positions have been established through organic expansion and strategic growth initiatives, we have also expanded our footprint through strategic investments in new capacity to support our customers’ growth, and in December 2020 we acquired a large brownfield building and site in Huron, Ohio, which has been converted into a new beverage can and ends plant, with ends production having commenced in November 2021 and beverage can production in July 2022. These initiatives, as well as other acquisitions and investments over many years, in existing and adjacent end-use categories, have increased our scale and diversification and provided opportunities to grow our business with both existing and new customers.
In February 2021, we announced a $1.8 billion growth investment program for the period 2021-2024, comprised of multiple projects which are nearing completion, to support our customers’ growth and to enhance our productivity in response to the positive demand outlook.
Our profit for the year ended December 31, 2025, was $11 million. Adjusted EBITDA and net cash from operating activities for the year ended December 31, 2025, were $739 million and $449 million, respectively.
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The following chart illustrates the breakdown of our revenue by destination for the year ended December 31, 2025:
Total revenue of our two operating and reportable segments, Europe and Americas, for the year ended December 31, 2025 was $2,307 million and $3,190 million, respectively.
Our Industry
The global packaging industry is a large, consumer-driven industry with stable growth characteristics. We operate in the metal beverage can sector and our target regions are Europe, North America and Brazil. Metal beverage cans are attractive to brand owners, as their strength and rigidity allows them to be filled at high speeds and easily transported, resulting in further efficiencies through the supply chain. The ability to customize and differentiate products supplied in metal beverage cans, through innovative design, shaping and printing, also appeals to our customers. The metal market has been marked by progressive lightweighting, which has generated material savings in input costs and logistics, while enhancing the consumer experience. This reduction in raw material and energy usage in the manufacturing process has also increased the appeal to end-users, who are increasingly focused on sustainability.
Our Competitive Strengths
● Leader in Metal Beverage Packaging. We believe we are one of the leading suppliers of metal beverage packaging solutions, capable of supplying multi-national, national and regional beverage producers in our target markets. We believe that we are the #2 supplier of metal beverage cans by value in Europe and the #3 supplier of metal beverage cans by value in North America and Brazil. We believe our leading positions are underpinned by the combination of our extensive footprint, proximity to customers, efficient manufacturing and high level of customer service.
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● Long-term relationships with diverse blue-chip customer base. We supply some of the world’s best-known beverage brands with sustainable, innovative packaging solutions and have been recognized with numerous industry awards. We have longstanding relationships with many of our major customers, which include leading multinational, national and regional beverage companies. Some of our major customers include AB InBev, Carlsberg (including the recently acquired Britvic), Celsius Holdings (which recently acquired Alani Nu and Rockstar Energy), Cidade Imperial, Coca-Cola, Heineken, Keuring Dr. Pepper, Mark Anthony Brands, Molson Coors, Monster Beverage, National Beverage Company and PepsiCo, among others. In recent years, particularly in North America, we have significantly diversified our customer base by growing our business with customers in faster-growing end-use categories, including ready-to-drink cocktails, sparkling waters, energy drinks and other beverages, and by adding new customers.
● Focus on stable economies and generally growing product demand. For the year ended December 31, 2025, we derived 91% of our revenues from Europe and North America, which are mature economies characterized by generally predictable consumer spending and relatively low cyclicality, with the balance largely derived from the Brazilian beverage market. Our revenues are entirely generated from beverage end-use categories, including beer, carbonated soft drinks, energy drinks, sparkling waters, hard seltzers, juices, teas and other alcoholic and non-alcoholic beverages, demand for which is generally less impacted by economic cycles. In Europe, North America and Brazil, demand growth in the metal beverage can in recent years has principally been driven by new beverage product innovations, increased awareness by consumers of sustainability and structural pack mix shifts by our customers. For our customers, beverage cans are more efficient to fill and easier to transport and store than other substrates. We believe that these advantages, together with beverage cans’ high level of recyclability, combine to provide our customers with an attractive overall total cost of ownership.
● Highly contracted revenue base. Over 80% of our revenue for the year ended December 31, 2025 is backed by multi-year supply agreements ranging from two to seven years in duration, with the remainder largely pursuant to annual arrangements. A significant proportion of our sales volumes are supplied under contracts which include mechanisms that help to protect us from earnings volatility related to input costs, including aluminum. Specifically, such arrangements include (i) multi-year contracts that include input cost pass through and/or margin maintenance provisions and (ii) one-year contracts that allow us to negotiate pricing levels for our products on an annual basis as we determine our input costs for the relevant year.
● Well-invested asset base with significant scale and operational excellence. As at December 31, 2025, we operated 23 strategically-located production facilities in nine countries, enabling us to efficiently serve our customers with high quality and innovative products and services across multiple geographies. We pursue continuous improvement in our facilities and promote a culture of consistently pursuing excellence through standardizing and sharing best practices across our network of plants. We believe the total value proposition we offer our customers, in the form of geographic reach, customer service, product quality, reliability, design and innovation will enable us to continue to drive growth and profitability.
● Significant and growing specialty can capacity. We have a significant presence in the specialty can segment, which we define as all cans other than 12-ounce 211 diameter cans in the Americas, and all cans other than 330ml and 500ml 211 diameter cans in Europe. Specialty cans include slim cans, sleek cans and cans of a standard diameter but special height. The specialty can segment has grown at a faster rate than the standard can segment in recent years and typically offers more attractive margins. In 2025, specialty cans represented 51% of our total can shipments, with strong representation in both the Europe and Americas segments.
● Infinitely recyclable metal in products respond to growing sustainability awareness. The metal in our beverage cans is infinitely recyclable. We estimate recycling rates for aluminum beverage cans to be at 75% in Europe, 43% in the United States and over 97% in Brazil. We believe that an increasing awareness of the benefits of sustainable packaging in many of our markets will favor pack mix shifts to metal beverage cans in the future. We
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also believe that legislative and other measures designed to increase recycling rates will favor our substrates in the future.
● Technical leadership and innovation. We have advanced technical and manufacturing capabilities in metal beverage packaging, including research and development and engineering activities principally in centers based in Elk Grove, Illinois, and Bonn, Germany. Our capabilities have enabled us to develop product and process innovations to meet the dynamic needs of our customers. We have significant expertise in the production of value-added metal beverage cans with features such as high-quality graphic designs, colored tabs and tactile finishes. Our investments in digital print in Hart Print and NOMOQ enhance our design capabilities further. We produce metal beverage cans in a range of sizes and have been a leader in the introduction of lighter aluminum cans.
● Proven track record of generating attractive returns through organic expansion, strategic investment and continuous improvement. Since its acquisition by Ardagh Group in 2016, the metal beverage business has grown through a combination of organic expansion, strategic investment and continuous improvement. We have increased our exposure to faster growing categories of the beverage market, as well as diversifying our customer base, notably in North America, thereby improving our business mix. Ardagh Group has also made strategic investments, including the construction of our ends production facility in Manaus, Brazil, in 2018 which allowed us to become self-sufficient for ends supply in that market, as well as converting our production facilities in Rugby, United Kingdom and Weissenthurm, Germany, from steel to aluminum beverage cans. In addition, we have focused on continuous improvement across our business to optimize costs and drive efficiencies. We expect our principal focus to be on growth through organic expansion and strategic development with new and existing customers. We believe that we can maintain and grow attractive margins through business mix optimization, growth with new and existing customers, efficiency gains, cost reduction, working capital optimization and disciplined capital allocation.
● Experienced management team with a proven track record and high degree of shareholder alignment. Members of our management team with extensive experience in the metal beverage packaging industry have demonstrated their ability to manage costs, adapt to changing market conditions, undertake strategic investments and acquire and integrate new businesses, thereby driving significant value creation.
Our Business Strategy
Our principal objective remains to increase shareholder value by achieving growth in Adjusted EBITDA and cash generation. We aim to achieve this objective through organically growing our business, but will also continue to evaluate other acquisitions and strategic opportunities to enhance shareholder value. We pursue these objectives through the following strategies:
● Grow Adjusted EBITDA and cash flow. We seek to leverage our extensive footprint, proximity to customers, efficient manufacturing and high level of customer service to grow revenue with new and existing customers, improve our productivity, and reduce and recover our costs. To increase Adjusted EBITDA, we will continue to exploit opportunities to improve network efficiency and utilization and take a disciplined approach to new growth investment. To increase cash generation, we actively manage our working capital and capital expenditures. Our $1.8 billion growth investment plan across the period 2021-2024 is expected to continue contributing to revenue and Adjusted EBITDA growth and improved cash flow generation.
● Continue to enhance product mix and profitability. We have enhanced our product mix over the years by replacing lower margin business with higher margin business and by pursuing growth opportunities in new and emerging end-use categories of the beverage market. We will continue to develop long-term partnerships with existing and new customers, including new and emerging growth customers, and selectively pursue such opportunities that will grow our business and improve our overall profitability. We have invested in significantly
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growing our specialty can mix with those investments supported by long-term customer contracts and commitments.
● Emphasize operational excellence and optimize manufacturing base. In managing our businesses, we seek to improve our efficiency, control our costs and preserve and expand our margins. We aim to consistently reduce total costs through implementing operational efficiencies and promoting continuous improvement. We will continue to take actions to enhance efficiency through continuous improvement, best practice sharing and investment, enabling us to serve our existing and new customers’ exacting requirements for sustainable packaging.
● Enhance our environmental and social sustainability impact. We will continue to improve the sustainability profile of our business. During 2022, we received approval of our near-term Science-Based Sustainability Targets through the SBTi, whereby we set specific goals to reduce our Scope 1, 2 and 3 emissions by 2030 in line with the Paris Agreement, under which select governments pledged to hold the increase in the global average temperature to well below 2°C above pre-industrial levels and pursue efforts to limit the temperature increase to 1.5°C above pre-industrial levels. See “—Sustainability” for further details on our sustainability strategy and SBTi targets. We seek to ensure that we meet the evolving requirements of end consumers and our customers, while creating a safe and inclusive environment for our employees, contributing positively to the communities in which we operate, improving our efficiency, controlling our costs and preserving and expanding our margins while at the same time growing our revenue, Adjusted EBITDA and free cash flow generation.
● Evaluate and pursue strategic opportunities. We are a leading player in the beverage can sector in Europe, North America and Brazil, and those markets remain our principal near and medium-term focus. We may also evaluate and pursue other strategic opportunities, to grow with existing or new customers, including in new markets that offer attractive risk-adjusted returns, in line with our stringent investment criteria and focus on enhancing shareholder value.
Manufacturing and Production
As of December 31, 2025, we operated 23 production facilities in nine countries and had approximately 6,500 employees. Our production facilities are currently located in seven European countries, as well as in the United States and Brazil.
The following table summarizes our principal production facilities as of December 31, 2025.
Number of
Production
Location Facilities*
United States 8
Germany 4
Brazil 3
United Kingdom 3
Other European countries(1) 5
23
* Excluding digital print locations.
(1) One facility in each of Austria, France, the Netherlands, Poland and Spain.
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Industry Overview
We operate in the beverage can segment of the consumer metal packaging industry.
The beverage can sector has delivered sustained multi-year growth in Europe and North America, while Brazil remained a robust market despite a slight recent moderation in demand. In each of these markets, the long-term cumulative acceleration in demand for metal beverage cans is principally driven by new beverage product innovations, increased awareness by consumers of sustainability and pack mix shifts. In addition, the convenience of filling, transporting and stocking beverage cans, compared with alternative substrates are believed to be contributing to this growth. Growth in unit volumes of specialty beverage cans has exceeded growth in standard beverage cans, thereby increasing specialty can penetration.
We believe the purchasing decisions of retail consumers are significantly influenced by packaging. Consumer product manufacturers and marketers are increasingly using packaging to position their products in the market and differentiate them from alternative products. A growing awareness of sustainability issues among consumers, as well as potential regulatory or legislative changes in this area, are also expected to influence future packaging decisions by consumer product manufacturers. See “—Sustainability” for further details on our sustainability strategy. The development and production of premium, differentiated packaging products with additional value-added features require a higher level of design capabilities, manufacturing and process know-how and quality control than for more standardized products.
Customers
We operate production facilities in Europe, the United States and Brazil, and we sell metal beverage cans to multinational, regional and national customers in these regions. We supply leading manufacturers in each of the markets we serve, including AB InBev, Carlsberg (including the recently acquired Britvic), Celsius Holdings (which recently acquired Alani Nu and Rockstar Energy), Cidade Imperial, Coca-Cola, Heineken, Keuring Dr. Pepper, Mark Anthony Brands, Molson Coors, Monster Beverage, National Beverage Company and PepsiCo among others.
Our top ten customers represented approximately 57% of our revenue in 2025. Over 80% of our revenue is backed by multi-year supply agreements, ranging from two to seven years in duration. These contracts generally provide for the pass through of metal price fluctuations as well as a mechanism for the recovery of non-metal input cost inflation, while others have tolling arrangements whereby customers arrange for the procurement of metal themselves. In addition, within multi-year relationships, both parties can work together to streamline the product, service and supply process, leading to significant cost reductions and improvements in product and service, with benefits arising to both parties. Wherever possible, we seek to enter into multi-year supply agreements with our customers. In other cases, sales are made under commercial supply agreements, typically of one-year’s duration, with prices based on expected purchase volumes.
Competitors
Our principal competitors in metal beverage packaging include Ball Corporation, Crown Holdings, and CANPACK.
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Raw Materials and Suppliers
The principal raw materials used in our business are aluminum, coatings and lining compounds. Our major aluminum suppliers include Novelis, Speira, Tri-Arrows, Constellium, Aluminium Dynamics and Kaiser Aluminum.
We continuously seek to minimize the price of raw materials and reduce exposure to price movements, including through the following:
● harnessing the scale of our global metal purchasing requirements, to achieve better raw materials pricing;
● entering into variable-priced pass through contracts with customers, whereby selling prices are indexed to the price of the underlying raw materials;
● maintaining the focus on metal content reduction;
● targeting reductions in spoilage and waste in manufacturing;
● actively managing our raw material inventory balances relative to customer demand;
● rationalizing the number of both specifications and suppliers; and
● hedging the price of aluminum and the related euro/U.S. dollar exposure.
Aluminum is typically purchased under three-year contracts, with pricing arrangements that are fixed in advance. Despite an increase in the level of aluminum production being targeted to new end-use applications, including automotive and aerospace, we believe that adequate quantities of the relevant grades of packaging aluminum will continue to be available from various producers and that we are not overly dependent upon any single supplier. Some of our aluminum requirements are subject to tolling arrangements with our customers, whereby risk and responsibility for the procurement of aluminum is managed by the customer.
Distribution
We use various freight and haulage contractors to make deliveries to customer sites or warehousing facilities. In certain cases, customers make their own delivery arrangements and therefore may purchase from us on an ex-works basis. Warehousing facilities are primarily situated at our production facilities. However, in certain regions, we rely on networks of externally-rented warehouses at strategic third-party locations close to major customers’ filling operations.
Innovation, Research and Development
The majority of our innovation, development and engineering activities are primarily concentrated at our regional technical center in Elk Grove, Illinois, and at our research facility in Bonn, Germany. These centers focus on identifying and serving the existing and potential needs of customers, including the achievement of cost reductions, particularly metal content reduction, and meeting new and anticipated legislative requirements, as well as providing technology, engineering and support services to our production facilities and customers.
We currently hold and maintain a number of patent families, filed in several jurisdictions and covering a range of different products.
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Environmental, Health and Safety
Our operations and properties are regulated under a wide range of laws, ordinances and regulations and other legal requirements concerning the environment, health and safety and product safety in each jurisdiction in which we operate. We believe that our production facilities are compliant, in all material respects, with these laws and regulations.
The principal environmental issues we face include the environmental impact of the disposal of water used in our production processes, generation and disposal of waste, the receiving, use and storage of hazardous and non-hazardous materials, the potential contamination and subsequent remediation of land, surface water and groundwater arising from our operations and the impact on air quality through gas and particle emissions, including the emission of greenhouse gases.
We are also committed to ensuring that safe operating practices are established, implemented and maintained throughout our organization. In addition, we have instituted active health and safety programs throughout our company. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Legal and Regulatory Matters—We are subject to various environmental and other legal requirements and may be subject to additional requirements that could impose substantial costs upon us.”
Europe
Our substantial operations in the European Union are subject to, among additional requirements, the requirements of the EU IED which requires that operators of industrial installations, including can-making installations, take into account the whole environmental performance of the installation and obtain and maintain compliance with a permit, which sets emission limit values that are based on best available techniques.
Furthermore, the EU Environmental Liability Directive relating to the prevention and remedying of environmental damage aims to make those who cause damage to the environment (specifically damage to habitats and species protected by EU law, damage to water resources and land contamination which presents a threat to human health) financially responsible for its remediation. It requires operators of industrial premises (including those which hold a permit governed by the EU IED) to take preventive measures to avoid environmental damage, inform the regulators when such damage has or may occur and to remediate contamination.
United States
Our U.S. operations are also subject to stringent and complex U.S. federal, state and local laws and regulations relating to environmental protection, including the discharge of materials into the environment, health and safety and product safety including, but not limited to: the U.S. federal Clean Air Act, the U.S. federal Water Pollution Control Act of 1972, the U.S. federal Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”). These laws and regulations may, among other things (i) require obtaining permits to conduct industrial operations; (ii) restrict the types and quantities and concentration of various substances that can be released into the environment; (iii) result in the suspension or revocation of necessary permits, licenses and authorizations; (iv) require that additional pollution controls be installed and (v) require remedial measures to mitigate pollution from former and ongoing operations, including related natural resource damages. Specifically, certain U.S. environmental laws, such as CERCLA and analogous state laws, provide for strict, and under certain circumstances, joint and several liability for the investigation and remediation of releases or the disposal of regulated materials into the environment including soil and groundwater, as well as for damages to natural resources.
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Deposit Return Systems
In North America, sales of beverage cans are affected by governmental regulation of packaging, including deposit return laws. At December 31, 2025, there were ten U.S. states with container deposit laws in effect, requiring consumer deposits of between 5 and 15 cents (USD), depending on the size of the container or product. In Canada, deposit laws cover some form of beverage container in all 10 provinces and three territories. The range for deposits is between 5 and 40 cents (Canadian Dollar), depending on size of container and type of beverage. In addition, many beverages and containers, particularly new product innovations and unique alcohol beverage products, are not clearly defined in U.S. and Canadian deposit laws, and local agencies provide final decisions on the application of deposit laws.
In Europe, 17 countries now operate packaging deposit return systems, driven by the EU’s Packaging and Packaging Waste Regulation Directive. The wider roll out of deposit return systems in Europe could lead to cost increases for collection and recycling of beverage cans, as well as temporary demand disruption, and therefore potentially have impacts on the packaging material mix at retailers.
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C.Organizational structure
The following table provides information relating to our principal operating subsidiaries, all of which are wholly-owned, at December 31, 2025.
Country of
Company incorporation
Ardagh Metal Packaging Manufacturing Austria GmbH Austria
Ardagh Metal Packaging Trading Austria GmbH Austria
Ardagh Metal Packaging Brasil Ltda Brazil
Ardagh Indústria de Embalagens Metálicas do Brasil Ltda. Brazil
Ardagh Metal Packaging Trading France SAS France
Ardagh Metal Packaging France SAS France
Ardagh Metal Packaging Germany GmbH Germany
Ardagh Metal Packaging Trading Germany GmbH Germany
Ardagh Metal Packaging Trading Netherlands B.V. Netherlands
Ardagh Metal Packaging Netherlands B.V. Netherlands
Ardagh Metal Packaging Trading Poland Sp. z o.o Poland
Ardagh Metal Packaging Poland Sp. z o.o Poland
Ardagh Metal Packaging Trading Spain SLU Spain
Ardagh Metal Packaging Spain SLU Spain
Ardagh Metal Packaging Europe GmbH Switzerland
Ardagh Metal Packaging Trading UK Limited United Kingdom
Ardagh Metal Packaging UK Limited United Kingdom
Ardagh Metal Packaging USA Corp. United States
D.Property, plant and equipment
See “Item 4.—Information on the Company—B. Business Overview—Manufacturing and Production.”