AMBP

Business Context and Reporting Period

Company: Ardagh Metal Packaging S.A. (AMPSA)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: AMPSA is a leading global supplier of metal beverage packaging, operating 23 production facilities across Europe, North America, and Brazil. The company serves over 200 customers, with its top 10 accounting for approximately 57% of revenue. The company is ultimately controlled by Ardagh Holdings S.A. (AHSA), which indirectly owns approximately 76% of ordinary shares following a recapitalization transaction in November 2025.

Key Financial Metrics (Year Ended Dec 31, 2025)

Note: Financial statements are prepared in accordance with IFRS and presented in U.S. dollars.

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased 12% to $5.497 billion, driven by the pass-through of higher input costs (aluminum, energy) and favorable volume/mix effects, excluding $74 million in favorable foreign currency translation.
• Profitability: Net profit improved from a $3 million loss in 2024 to an $11 million profit in 2025. Operating profit rose 21% to $244 million.
• Adjusted EBITDA: Increased 10% to $739 million, reflecting lower operations/overhead costs and favorable volume/mix, partially offset by lower input cost recovery.
• Debt Restructuring: In December 2025, the company issued €570 million and $620 million in new Senior Secured Green Notes. Proceeds were used to redeem the 6.000% Senior Secured Green Notes due 2027, repay the Senior Secured Term Loan, redeem Preferred Shares, and terminate cross-currency interest rate swaps (CCIRS).
• Preferred Shares: The company redeemed all 56.3 million 9% cumulative Preferred Shares in December 2025 for approximately $289 million.

Guidance, Outlook, Risks, and Unusual Items

Management Commentary and Outlook

Management expects to satisfy long-term liquidity needs through operating cash flows and refinancing. The company intends to continue paying a quarterly interim dividend of $0.10 per ordinary share. The $1.8 billion growth investment program (2021-2024) is nearing completion, with capital expenditure in 2025 totaling $184 million ($63 million for growth projects).

Unusual Items (Exceptional Items)

Net exceptional items resulted in a charge of $24 million (net of tax) in 2025, comprising:

• Impairment: $10 million charge on property, plant, and equipment related to a deferred greenfield site development in Europe.
• Transaction Costs: $16 million in transaction-related costs, including real estate transfer tax and professional fees related to the Recapitalization Transaction.
• Finance Costs: $14 million net exceptional finance expense related to early redemption premiums and termination of CCIRS, partially offset by gains on Earnout Shares and Warrants.

Key Risks and Contingencies

• Parent Company Recapitalization: Following the November 2025 recapitalization of Ardagh Group S.A. (AGSA), ARD Finance S.A. commenced a judicial reorganization in Luxembourg. Minority holders of Toggle Notes have initiated proceedings challenging steps taken in the transaction; AGSA intends to vigorously defend these proceedings.
• Customer Concentration: The top 10 customers represent 57% of revenue. Loss of a major customer or changes in their strategic choices could materially impact results.
• Input Cost Volatility: Profitability is heavily influenced by aluminum and energy prices. While pass-through mechanisms exist, the company faces risks if it cannot fully pass on cost increases.
• Goodwill: Goodwill totaled $1 billion as of December 31, 2025. A significant write-down could materially affect financial condition.
• Warrants: Outstanding warrants were delisted from the NYSE in December 2025 due to "abnormally low selling price" levels and now trade over-the-counter.

Investor Verification Checklist

• Debt Covenants: Verify compliance with debt covenants, specifically the maximum secured borrowings to Adjusted EBITDA ratio and minimum Adjusted EBITDA to interest expense ratio, given the substantial debt profile ($4.5 billion total borrowings).
• Parent Company Litigation: Monitor the status of the judicial reorganization of ARD Finance S.A. and the litigation initiated by Toggle Note holders against AGSA, as risks at the parent level could impact AMPSA's share price and credit ratings.
• Input Cost Pass-Through: Assess the effectiveness of contractual pass-through mechanisms for aluminum and energy costs in the current inflationary environment.
• Goodwill Valuation: Review the assumptions used in the annual goodwill impairment test, particularly the Adjusted EBITDA multiple applied to the Europe and Americas cash-generating units.
• Dividend Sustainability: Confirm the ability to maintain the $0.40 annual dividend per share given the net debt levels and interest expense obligations.