CTLT Catalent Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Catalent, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

14 Schoolhouse Road

Address of Principal Executive Office (Street and Number)

Somerset, NJ 08873

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Catalent, Inc. (the “Company”) has determined that it is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Form 10-Q”) by the prescribed filing due date of November 9, 2023 and does not expect to file the Form 10-Q on or before the expiration of the five calendar day extension period provided in Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed on August 30, 2023 with the Securities and Exchange Commission (“SEC”), the Company was unable to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (“2023 Form 10-K”) within the prescribed period because it required additional time to complete its procedures related to management’s assessment of the effectiveness of its internal controls over financial reporting as of June 30, 2023 and other closing procedures. The Company continues to dedicate significant resources to the completion of such procedures for the fourth quarter of fiscal year 2023. The Company also requires additional time to complete its procedures related to management’s assessment of the measurement and timing of a non-cash goodwill impairment of approximately $700 million which relates primarily to acquisitions in the Company’s Consumer Health and Biomodalities reporting units in its Pharma and Consumer Health and Biologics segments, respectively, and other closing procedures. The Company is working diligently to complete the necessary work to file the 2023 Form 10-K, which is expected on or before November 27th, and currently expects to file the Form 10-Q promptly following the filing of the 2023 Form 10-K.

Based on currently available information and subject to the completion of its evaluation of the potential impairment charge, as well as the preparation of the Company’s financial statements and assessment of the Company’s internal controls over financial reporting and completion of the audits thereof, the Company does not expect any material change to the financial results to be included in the 2023 Form 10-K compared to the financial information reported in the earnings release the Company furnished to the SEC on the Current Report on Form 8-K filed on August 29, 2023.

PART IV — OTHER INFORMATION

Catalent, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.