Avery Dennison Corp
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
AVY$189.04+0.5%Stored close · as of Nov 10, 2026
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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.
EXHIBIT INDEX
For the Year Ended December 31, 2025
| Exhibit No. | Exhibit Name | OriginallyFiled asExhibit 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 State | 3.1 | Current 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. | 3.1 | Current Report on Form 8-K, filed April 26, 2024 |
| 3.1(iii) | Amended and Restated Bylaws, effective as of April 25, 2024 | 3.2 | Current Report on Form 8-K,filed April 26, 2024 |
| 4.1 | Indenture, dated as of March 15, 1991, between Registrant and Security Pacific National Bank, as Trustee (the “1991 Indenture”) | 4.1 | Registration Statement on Form S-3 (File No. 33-39491), filed March 19, 1991 |
| 4.2 | First Supplemental Indenture, dated as of March 16, 1993, between Registrant and BankAmerica National Trust Company, as successor Trustee (the “Supplemental Indenture”) | 4.4 | Registration Statement on Form S-3 (File No. 33-59642), filed March 17, 1993 |
| 4.3 | Officers’ Certificate establishing a series of Securities entitled “Medium-Term Notes, Series C” under the 1991 Indenture, as amended by the Supplemental Indenture | 4.1 | Current Report on Form 8-K, filed May 12, 1995 |
| 4.4 | Indenture, dated as of July 3, 2001, between Registrant and Chase Manhattan Bank and Trust Company, National Association, as trustee (the “2001 Indenture”) | 4.1 | Registration Statement on Form S-3 (File No. 333-64558), filed July 3, 2001 |
| 4.5 | Officers’ Certificate establishing Securities entitled “6.000% Notes due 2033” under the 2001 Indenture | 4.2 | Current Report on Form 8-K, filed January 16, 2003 |
| 4.6 | 6.000% Notes Due 2033 | 4.4 | Current Report on Form 8-K, filed January 16, 2003 |
| 4.7 | Indenture, dated as of November 20, 2007, between Registrant and Bank of New York Trust Company, N.A. | 4.2 | Current Report on Form 8-K, filed November 20, 2007 |
| 4.8 | Third Supplemental Indenture, dated as of April 8, 2013, between Registrant and The Bank of New York Mellon Trust Company, N.A. ("BNY Mellon") as Trustee | 4.2 | Current Report on Form 8-K, filed April 8, 2013 |
| 4.9 | Fourth Supplemental Indenture, dated as of March 3, 2017, between Registrant and BNY Mellon as Trustee | 4.2 | Current Report on Form 8-K, filed March 3, 2017 |
| 4.10 | Fifth 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) | 4.2 | Current Report on Form 8-K, filed December 6, 2018 |
| Exhibit No. | Exhibit Name | OriginallyFiled asExhibit No. | Filing(1) |
|---|---|---|---|
| 4.11 | Sixth 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) | 4.2 | Current Report on Form 8-K, filed March 11, 2020 |
| 4.12 | Seventh Supplemental Indenture, dated as of August 18, 2021, between Registrant and BNY Mellon, as Trustee | 4.2 | Current Report on Form 8-K filed on August 18, 2021 |
| 4.13 | Eighth 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) | 4.3 | Current Report on Form 8-K filed on August 18, 2021 |
| 4.14 | Ninth 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) | 4.2 | Current Report on Form 8-K filed on March 15, 2023 |
| 4.15 | Tenth 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) | 4.2 | Current Report on Form 8-K, filed on November 4, 2024 |
| 4.16 | Eleventh Supplemental Indenture between Avery Dennison Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of September 11, 2025 (including Form of 4.000% Senior Notes due 2035 on Exhibit A thereto) | 4.2 | Current Report on Form 8-K,filed on September 11, 2025 |
| 4.17† | Description of Securities | N/A | N/A |
| 10.1 | Credit 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 agent | 10.1 | Current Report on Form 8-K, filed June 27, 2024 |
| 10.2* | Amended and Restated Supplemental Executive Retirement Plan (“SERP”) | 10.11.1 | Quarterly Report on Form 10-Q, filed August 12, 2009 |
| 10.3* | Complete Restatement and Amendment of Executive Variable Deferred Compensation Plan (“EVDCP”) | 10.16 | 1994 Annual Report on Form 10-K, filed March 30, 1995 |
| 10.5* | Amended and Restated 2005 Directors Variable Deferred Compensation Plan | 10.18.2 | Quarterly Report on Form 10-Q, filed May 10, 2011 |
| 10.6* | 2017 Incentive Award Plan (“Equity Plan”) | B | 2017 Proxy Statement on Schedule 14A, filed March 10, 2017 |
| 10.7*† | Amendment No. 1 to Equity Plan | N/A | N/A |
| Exhibit No. | Exhibit Name | OriginallyFiled asExhibit No. | Filing(1) |
|---|---|---|---|
| 10.8* | Amended and Restated Annual Incentive Plan | 10.1 | Quarterly Report on Form 10-Q, filed May 1, 2020 |
| 10.9* | Complete Restatement and Amendment of Executive Deferred Retirement Plan (“EDRP”) | 10.28 | 1994 Annual Report on Form 10-K, filed March 30, 1995 |
| 10.12* | 2005 Executive Variable Deferred Retirement Plan, amended and restated January 1, 2019 | 4.4 | Registration Statement on Form S-8, filed July 30, 2024 |
| 10.13* | Amended and Restated Key Executive Change of Control Severance Plan | 10.14 | 2024 Annual Report onForm 10-K, filed February 26,2025 |
| 10.14* | Amended and Restated Executive Severance Plan | 10.15 | 2024 Annual Report onForm 10-K, filed February 26,2025 |
| 10.15* | Form of Executive Severance Agreement | 10.16 | 2024 Annual Report onForm 10-K, filed February 26,2025 |
| 10.16* | Amended and Restated Long-Term Incentive Unit Plan (“LTI Unit Plan”) | 10.2 | Quarterly Report on Form 10-Q, filed May 1, 2020 |
| 10.17* | Form of Long-Term Incentive Unit Agreement under LTI Unit Plan | 10.41 | 2013 Annual Report on Form 10-K, filed February 26, 2014 |
| 10.18* | Form of Director Restricted Stock Unit Agreement under Equity Plan | 10.2 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| 10.19* | Form of Employee Market-Leveraged Stock Unit Agreement under Equity Plan | 10.3 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| 10.20* | Form of Employee Performance Unit Agreement under Equity Plan | 10.4 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| 10.21* | Form of Employee Restricted Stock Unit Agreement under Equity Plan | 10.5 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| 10.22* | Form of Employee Non-Qualified Stock Option Agreement under Equity Plan | 10.6 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| 10.23* | Offer Letter to Gregory Lovins, dated July 10, 2017 | 10.1 | Quarterly Report on Form 10-Q, filed August 1, 2017 |
| Exhibit No. | Exhibit Name | OriginallyFiled asExhibit No. | Filing(1) |
|---|---|---|---|
| 10.24* | Offer Letter to Ignacio Walker, dated August 25, 2020 | 10.2 | Quarterly Report on Form 10-Q,filed May 3, 2022 |
| 10.25* | Offer Letter to Francisco Melo, dated February 27, 2023 | 10.2 | Quarterly Report on Form 10-Q, filed May 2, 2023 |
| 10.26* | Offer Letter to Mitchell Butier, dated May 25, 2023 | 10.1 | Quarterly Report on Form 10-Q, filed August 1, 2023 |
| 10.27* | Offer Letter to Deon Stander, dated May 25, 2023 | 10.2 | Quarterly Report on Form 10-Q, filed August 1, 2023 |
| 10.28* | Offer Letter to Ryan Yost, dated February 12, 2024 | 10.1 | Quarterly Report on Form 10-Q, filed April 30, 2024 |
| 10.29* | Promotion Letter to Danny Allouche, dated November 14, 2024 | 10.1 | Quarterly Report on Form 10-Q,filed April 29, 2025 |
| 10.30* | Promotion Letter to Deena Baker-Nel, dated February 27, 2025 | 10.2 | Quarterly Report on Form 10-Q,filed April 29, 2025 |
| 19† | Insider Trading Compliance Policy and Procedures | N/A | N/A |
| 21† | List of Subsidiaries | N/A | N/A |
| 23† | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | N/A | N/A |
| 24† | Power of Attorney (see Signatures – Power of Attorney) | N/A | N/A |
| 31.1† | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | N/A |
| 31.2† | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | N/A |
| 32.1†† | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | N/A | N/A |
| 32.2†† | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | N/A | N/A |
| 97 | Policy for Recovery of Erroneously Awarded Compensation | 97 | 2023 Annual Report on Form10-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 document | N/A | N/A |
| Exhibit No. | Exhibit Name | OriginallyFiled asExhibit No. | Filing(1) |
|---|---|---|---|
| 101.SCH††† | Inline XBRL Extension Schema Filing | N/A | N/A |
| 101.CAL††† | Inline XBRL Extension Calculation Linkbase Filing | N/A | N/A |
| 101.DEF††† | Inline XBRL Extension Definition Linkbase Filing | N/A | N/A |
| 101.LAB††† | Inline XBRL Extension Label Linkbase Filing | N/A | N/A |
| 101.PRE††† | Inline XBRL Extension Presentation Linkbase Filing | N/A | N/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 Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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