Catalent : Change in Certifying Accountants - Form 8-K

(a) Dismissal of Independent Registered Public Accounting Firm

The Audit Committee (the "Audit Committee") of the Board of Directors of Catalent, Inc. (the "Company") recently conducted a competitive selection process to determine the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024. The Audit Committee invited several international public accounting firms to participate in this process, including Ernst & Young LLP ("Ernst & Young"), the Company's independent registered public accounting firm for the fiscal year ended June 30, 2023. As a result of this process, on February 27, 2024, the Audit Committee approved the appointment of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2024. In light of the appointment of Grant Thornton, Ernst & Young will cease serving as the Company's independent registered public accounting firm, effective as of February 27, 2024.

The reports of Ernst & Young on the Company's consolidated financial statements for the fiscal years ended June 30, 2022 and June 30, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2022 and June 30, 2023, and through February 27, 2024, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-Kand related instructions) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended June 30, 2022 and June 30, 2023, and through February 27, 2024, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K),except that Ernst & Young advised the Company of the existence of the following material weaknesses:

These reportable events were discussed among the Audit Committee and Ernst & Young. Ernst & Young has been authorized by the Company to respond fully to the inquiries of Grant Thornton, the successor independent registered public accounting firm, concerning these reportable events.

The Company provided Ernst & Young with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K,and requested that Ernst & Young furnish the Company with a copy of its letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K,stating whether or not Ernst & Young agrees with the statements related to them made by the Company in this report. A copy of Ernst & Young's letter addressed to the SEC dated March 1, 2024 is attached as Exhibit 16.1 to this report.

(b) Appointment of New Independent Registered Public Accounting Firm

As disclosed above, on February 27, 2024, the Audit Committee approved the appointment of Grant Thornton as the Company's new independent registered public accounting firm, effective immediately, for the fiscal year ending June 30, 2024. During the fiscal years ended June 30, 2022 and June 30, 2023, and through February 27, 2024, neither the Company, nor anyone on its behalf, consulted Grant Thornton regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-Kand the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).