Alkermes Inc. plc 8-K Filings

Alkermes plc (ALKS) reported that its board of directors increased in size from ten to eleven members and appointed Anne C. Whitaker as an independent director effective September 14, 2026, with an initial term expiring at the 2027 annual general meeting of shareholders. For her board service, she will receive cash and equity compensation consistent with the company’s standard director program. In connection with her appointment, she is expected to receive in October 2026 a new director equity award with an aggregate target value of $600,000, split 50% stock options and 50% restricted stock unit awards, vesting in three equal annual installments starting on the first anniversary of grant, subject to continuous service. Alkermes also entered into indemnification arrangements with Ms. Whitaker and issued a press release on September 16, 2026, announcing her appointment.

Alkermes plc entered into Amendment No. 1 to its existing senior secured credit agreement, which governs a term loan A facility and a term loan B facility. The term loan A facility has an outstanding principal amount of $745,312,500 and matures on February 12, 2031, while the term loan B facility has an outstanding principal amount of $773,062,500 and matures on August 12, 2031.

The amendment reduces the interest rate spread on these facilities, lowering the spread on the term loan A facility by 0.75% and on the term loan B facility by 0.50%. After the changes, borrowings under the term loan A facility bear interest at either the Term SOFR Rate plus a Secured Net Leverage Ratio-based margin of 1.75%–2.25% per year, or the Alternate Base Rate plus a margin of 0.75%–1.25%. Borrowings under the term loan B facility bear interest at either the Term SOFR Rate plus 2.25% per year or the Alternate Base Rate plus 1.25%, at the company’s option.

Alkermes plc is elevating Blair C. Jackson, currently Executive Vice President and Chief Operating Officer, to serve as President and Chief Executive Officer effective August 1, 2026, and appointing him to its board of directors and the Financial Operating Committee, increasing the board size from nine to ten directors.

In his new role, Mr. Jackson will receive an annual base salary of $900,000 and a target annual cash performance award equal to 100% of base salary, with an award range of 0% to 200%. He will be granted a one-time promotion equity award with an aggregate target value of $5,000,000, split between performance-vesting restricted stock units with a three-year performance period and time-vesting stock options vesting over four years, plus a one-time special incentive performance stock option award with an aggregate target value of $3,000,000 that vests in two tranches based on share-price hurdles and at least two years of service. A new employment agreement provides severance and change-in-control protections, including cash payments based on multiples of salary and prior incentives and continued health benefits. He will not receive additional compensation for board or committee service.

Alkermes plc reported Q2 2026 total revenues of $496.0 million, compared with $390.7 million a year earlier, driven by proprietary net sales of $411.7 million, including VIVITROL $124.5 million, ARISTADA $96.7 million, LYBALVI $94.0 million and newly acquired LUMRYZ $96.6 million.

GAAP net income for the quarter was $0.5 million versus $87.1 million in Q2 2025, reflecting higher R&D and SG&A, $22.6 million of amortization of acquired intangibles and a $26.4 million increase in contingent consideration tied to the Avadel acquisition. Adjusted EBITDA was $139.2 million, compared with $126.5 million.

At June 30, 2026, cash, cash equivalents and investments were $691.6 million, alongside a larger asset base following the Avadel transaction. Full‑year 2026 revenue and product‑level net sales guidance were reaffirmed, but GAAP net loss expectations were widened to $95–$115 million and EBITDA guidance reduced to $75–$95 million, while Adjusted EBITDA guidance remained $370–$410 million. Blair Jackson is scheduled to become CEO on August 1, 2026, with current CEO Richard Pops continuing as chairman.

Alkermes plc terminated its Authorized Generic Product Supply Agreement with Amneal Pharmaceuticals LLC on July 6, 2026. The agreement had allowed Amneal to distribute a limited quantity of an authorized generic version of VIVITROL in the United States for a one-year term tied to a third-party ANDA product launch.

The arrangement provided Alkermes Pharma Ireland Limited with payment at a premium to fully burdened manufacturing cost plus a share of any net profits from sales. After Alkermes notified Amneal that certain terms were not met and allowed time to remedy, Amneal informed Alkermes that it did not wish to order any batches.

Alkermes did not incur any penalties from ending the agreement, and no further payments or obligations are owed by either party. Both sides also agreed to release all claims against each other and their affiliates related to the agreement.

Alkermes plc reported that alixorexton, its investigational orexin 2 receptor agonist for sleep disorders, has received orphan drug designations in both the U.S. and Europe. The FDA granted orphan status for idiopathic hypersomnia, while the European Commission granted orphan status for narcolepsy.

Alixorexton is in phase 3 Brilliance studies for narcolepsy types 1 and 2 and in the phase 2 Vibrance-3 study for idiopathic hypersomnia. Orphan designation can provide tax credits, reduced regulatory fees and market exclusivity, supporting development of this potential treatment for rare, chronic neurological conditions.

Alkermes plc reported results from its 2026 annual general meeting of shareholders. Investors approved amendments to the 2018 Stock Option and Incentive Plan, increasing the ordinary shares authorized for issuance under the plan by 5,900,000. The updated plan is filed as Exhibit 10.1.

Shareholders elected all nine director nominees for one-year terms, with each receiving over 135 million votes in favor in most cases. They also approved, in a non-binding advisory vote, the compensation of named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent auditor, authorizing the Audit and Risk Committee to set its remuneration.

In addition, shareholders renewed the Board’s authority to allot and issue shares under Irish law and renewed authority to disapply statutory pre-emption rights. Overall, the meeting confirmed the company’s current board composition, executive pay program, equity incentive plan, and capital authorization framework.

Alkermes plc reported positive phase 3 topline results from the REVITALYZ study of once-nightly LUMRYZ in adults with idiopathic hypersomnia. LUMRYZ met the primary endpoint, showing statistically significant improvement in excessive daytime sleepiness versus placebo on the Epworth Sleepiness Scale (p<0.0001), and met key secondary endpoints PGI-C and IHSS with similar significance.

The safety profile in idiopathic hypersomnia was generally consistent with prior LUMRYZ data, with common adverse events including nausea, headache, anxiety, dizziness and vomiting. Alkermes plans to submit a supplemental New Drug Application to the U.S. FDA by the end of 2026, but under an existing settlement it cannot market LUMRYZ for idiopathic hypersomnia before March 1, 2028, even if approved.

Alkermes plc reported strong top-line growth but a GAAP loss for Q1 2026 and raised its EBITDA outlook for the year. Total revenues rose to $392.9 million from $306.5 million, driven by proprietary net sales of $338.1 million, including LYBALVI $92.4 million, ARISTADA $93.8 million, VIVITROL $112.4 million and newly acquired LUMRYZ $39.5 million.

The company posted a GAAP net loss of $66.5 million versus GAAP net income of $22.5 million a year earlier, with EBITDA at $(30.1) million and Adjusted EBITDA improving to $80.3 million from $45.6 million. Alkermes closed its acquisition of Avadel Pharmaceuticals in February, using about $775 million of cash and entering into $1.525 billion of term loans due 2031, leaving cash, cash equivalents, restricted cash and investments at $538.2 million versus $1.32 billion at year-end 2025.

For 2026, total revenue guidance of $1.73–$1.84 billion is unchanged, but GAAP net loss expectations improved to $70–$90 million and EBITDA guidance increased to $105–$135 million, while Adjusted EBITDA remains targeted at $370–$410 million. The outlook assumes VIVITROL net sales of $460–$480 million, LYBALVI $380–$400 million, ARISTADA $365–$385 million and LUMRYZ $315–$335 million.

Alkermes plc has amended its prior acquisition filing to add full financial statements for its new subsidiary, Avadel Pharmaceuticals plc, and pro forma combined results. The amendment includes audited Avadel financials for the three years ended December 31, 2025 and Alkermes’ unaudited pro forma condensed combined balance sheet and income statement for 2025.

Avadel’s 2025 results show net product revenue of $279.1 million, up sharply from prior years, driven entirely by narcolepsy drug LUMRYZ. Net income was $64.7 million in 2025 versus losses in 2024 and 2023, while cash and cash equivalents rose to $165.4 million at year-end 2025. Total assets were $285.1 million and shareholders’ equity was $171.3 million.

The notes detail the October 2025 transaction agreement under which Alkermes acquired all Avadel shares for $21.00 per share in cash plus a non-transferable $1.50 per-share contingent value right, and Avadel’s subsequent delisting. They also highlight LUMRYZ’s U.S. approvals, orphan drug exclusivity into 2030 and 2031 for adult and pediatric narcolepsy, a 2025 license deal for sleep-disorder candidate valiloxybate with a $20.0 million upfront payment, and a 2023 royalty financing that carried a 25.4% effective interest rate and a $37.1 million year-end obligation.

Alkermes plc announced a planned CEO transition. Long‑time Chief Executive Officer Richard F. Pops will retire from the CEO role effective July 31, 2026, after about 35 years, and will remain non‑executive Chairman while serving as Senior Advisor through December 31, 2026.

Executive Vice President and Chief Operating Officer Blair C. Jackson has been appointed to become CEO effective August 1, 2026. Jackson has more than two decades at Alkermes in scientific, operational and strategic roles and previously served as interim principal financial officer.

Under a letter agreement, Pops will receive a $75,000 monthly cash retainer as Senior Advisor, a fiscal 2026 cash bonus at target level prorated for his CEO service, and a 2026 time‑based restricted stock unit award with a grant value of $2,687,500, prorated to reflect service through the Senior Advisor term and scheduled to vest on December 31, 2026. He will also receive a prorated $40,000 annual retainer for his service as non‑executive Chairman, continued vesting of existing equity awards under specified post‑service terms, and reimbursement of up to $60,000 in legal fees related to the transition.

Alkermes plc reported 2025 total revenue of $1.48 billion, down from $1.56 billion, as royalties declined after the INVEGA SUSTENNA® U.S. royalty expiry, even though proprietary net sales rose to $1.18 billion. LYBALVI® grew to $346.7 million, ARISTADA® to $370.0 million and VIVITROL® to $467.9 million.

GAAP net income for 2025 was $241.7 million, or $1.43 diluted EPS, compared with $367.1 million and $2.17 in 2024, and Adjusted EBITDA declined to $394.0 million. The company closed its Avadel acquisition, using about $775 million of cash and adding $1.525 billion of term loans, gaining LUMRYZ® and a stronger sleep-medicine franchise. For 2026, Alkermes expects revenues of $1.73–$1.84 billion, proprietary net sales driven by VIVITROL®, LYBALVI®, ARISTADA® and LUMRYZ®, but a GAAP net loss of $(115)–$(135) million and Adjusted EBITDA of $370–$410 million as it absorbs Avadel-related costs and ramps its orexin portfolio.

Alkermes plc completed its acquisition of Avadel Pharmaceuticals plc, gaining the FDA‑approved narcolepsy drug LUMRYZ and a commercial team experienced in sleep medicine. The deal was executed via an Irish court‑sanctioned scheme of arrangement.

Avadel shareholders became entitled to receive $21.00 in cash per share plus one contingent value right that may pay an additional $1.50 per share if a specified milestone in the CVR agreement is met. Avadel will be delisted from Nasdaq and deregistered under U.S. securities laws.

To finance the Acquisition, Alkermes borrowed $1.525 billion under new senior secured term loan A and B facilities maturing in 2031 and used approximately $750 million of its cash. A prior bridge term loan facility of about $1.5 billion was terminated. Alkermes states the transaction is expected to be accretive in 2026 and to enhance its revenue growth profile while expanding its neuroscience portfolio and late‑stage pipeline in sleep and other neurological disorders.

Alkermes plc filed a current report describing a new corporate presentation it will use at the J.P. Morgan Healthcare Conference. The presentation, furnished as Exhibit 99.1, includes the company’s estimated total revenues for the year ended December 31, 2025. These revenue figures are described as preliminary, unaudited and subject to change once Alkermes completes its review of its 2025 financial statements.

The company notes that the information in Items 2.02 and 7.01, and in Exhibit 99.1, is being furnished rather than filed, so it is not subject to certain Exchange Act liabilities or automatically incorporated into other securities law filings unless specifically referenced.

Alkermes plc amended its agreement to acquire Avadel Pharmaceuticals, raising the cash offer from $18.50 to $21.00 per Avadel share, while keeping the potential additional $1.50 per share contingent value right unchanged. Alkermes also entered into an amended and restated senior secured bridge term loan facility of up to $1,512,562,923.28 to help fund the cash consideration and related fees and expenses for the Acquisition. The bridge loans, if drawn, will mature 364 days after funding and bear interest at either a Term SOFR-based rate plus 3.00% or an Alternate Base Rate plus 2.00%, with margin step-ups over time. Alkermes continues to expect completion of the Acquisition in the first quarter of 2026, subject to satisfaction or waiver of the stated conditions, and J.P. Morgan Securities LLC has confirmed sufficient resources are available to pay the cash consideration.

Alkermes plc reported positive topline results from Vibrance‑2, a randomized, double‑blind phase 2 study of alixorexton (formerly ALKS 2680) versus placebo in patients with narcolepsy type 2.

The company hosted an investor webcast and conference call to present the topline data, and furnished a press release as Exhibit 99.1 and an investor presentation as Exhibit 99.2. Information in Item 7.01 and Exhibit 99.1 is furnished and not deemed filed under the Exchange Act.

Alkermes plc furnished an update on its business, announcing financial results for the three and nine months ended September 30, 2025 and updating financial expectations for the year ending December 31, 2025.

The company made its press release and the investor presentation available as Exhibits 99.1 and 99.2, respectively, in connection with its conference call on October 28, 2025. The materials are furnished, not filed, under the Exchange Act.

Alkermes plc announced a recommended acquisition of Avadel Pharmaceuticals plc for $18.50 in cash per Avadel share, plus a non-transferable contingent value right (CVR) for a potential $1.50 per share cash payment upon specified milestones. The deal is expected to proceed via a court‑sanctioned scheme of arrangement under Irish law and would make Avadel a wholly owned subsidiary of Alkermes.

Completion is subject to customary approvals, including Avadel shareholder approval, Irish High Court sanction, registration of the court order, and required U.S. antitrust clearances, with completion expected in the first quarter of 2026. Alkermes entered a senior secured bridge term loan facility up to $1,231,459,813.22 to finance the cash consideration; financing is not a condition to closing. The CVR pays $1.50 per share if both FDA approval for the LUMRYZ indication and dismissal with prejudice of specified claims occur by December 31, 2028. The agreement includes customary no‑shop and fiduciary out provisions, an outside date of 9 months (extendable to 12 months for regulatory approvals), and an Avadel expense reimbursement cap of 1% of aggregate cash consideration.

Alkermes plc furnished an update related to its narcolepsy program. The company issued a press release detailing safety and efficacy results from Vibrance-1, its phase 2 study of alixorexton (formerly ALKS 2680) versus placebo in patients with narcolepsy type 1. The update coincides with Alkermes’ participation at the World Sleep Congress held September 5–10, 2025.

The press release, an investor presentation and scientific presentations are included as exhibits and are incorporated by reference, but the information is being furnished under Regulation FD rather than filed for liability purposes. This 8-K does not itself include numerical trial results, but directs investors to the accompanying materials for detailed clinical data.