Amneal Pharmaceuticals (NYSE: AMRX) lifts Q2 revenue to $796M
Amneal Pharmaceuticals reported solid results for the three and six months ended June 30, 2026. Net revenue was $796,197 (in thousands) in Q2 2026 versus $724,508 (in thousands) a year earlier, and net income attributable to Amneal was $57,662 (in thousands) versus $22,417 (in thousands). For the first half, net revenue reached $1,518,716 (in thousands) and net income attributable to Amneal was $119,918 (in thousands). Diluted EPS was $0.18 in Q2 and $0.37 year-to-date. A very low effective tax rate of 1.9% in Q2 and 2.3% year-to-date supported bottom-line growth.
At June 30, 2026, Amneal held cash, cash equivalents and restricted cash of $139,619 (in thousands) and total assets of $3,776,348 (in thousands). Total debt was $2,684,263 (in thousands), primarily a Term Loan and Senior Notes due 2032, with interest expense, net of $108,404 (in thousands) for the first half. Operating cash flow swung to an outflow of $47,987 (in thousands), reflecting higher receivables, inventory builds and significant product-rights investments.
Strategically, Amneal is expanding through agreements including a $75,000 (in thousands) upfront payment to MSN for U.S. mirabegron rights, new tirzepatide and denosumab biosimilar arrangements, and a definitive deal to acquire Kashiv BioSciences for $375,000 (in thousands) in cash plus 28,942,108 shares and up to $350,000 (in thousands) in milestones and profit-based royalties. Legally, a Nationwide Opioids Settlement Agreement became effective, with total expected cash payments of $133.5 million through 2034 and naloxone product deliveries, and a $9,000 (in thousands) accrual was recorded for antitrust class action litigation.
Positive
- Revenue and earnings growth: Q2 2026 net revenue rose to $796,197 (in thousands) from $724,508 (in thousands), while net income attributable to Amneal increased to $57,662 (in thousands) from $22,417 (in thousands), with diluted EPS at $0.18 versus $0.07.
- Profitability improvement: Operating income for the first half of 2026 increased to $271,541 (in thousands) from $211,719 (in thousands), aided by higher gross profit of $654,621 (in thousands) versus $542,144 (in thousands) and lower interest expense, net, of $108,404 (in thousands) versus $122,040 (in thousands).
Negative
- Operating cash flow deterioration: Net cash from operating activities for the first half of 2026 was an outflow of $47,987 (in thousands) compared with an inflow of $91,227 (in thousands) a year earlier, driven by larger receivables, inventory growth and higher cash tied to product rights.
- High leverage and interest burden: Total debt was $2,684,263 (in thousands) at June 30, 2026, with long-term debt, net, of $2,564,335 (in thousands) and first-half interest expense, net, of $108,404 (in thousands), while the company also borrowed $100,000 (in thousands) on its revolving credit facility.
- Significant legal obligations: Under the Nationwide Opioids Settlement Agreement, total cash payments are expected to reach $133.5 million through 2034, and a $9,000 (in thousands) accrual was recorded for antitrust class action litigation, adding to legal-related cash and earnings pressures.
Filing Explained
Stockholder approval advanced the Kashiv deal, but closing remains pending; the agreed share consideration would dilute existing holders only if issued.
Amneal reports that the Kashiv acquisition and the related stock issuance were approved by stockholders on
If completed, the agreed
Key Figures
Net revenue Q2 2026: $796,197 (in thousands)
Net income attributable Q2 2026: $57,662 (in thousands)
Diluted EPS Q2 2026: $0.18 per share
+5 more
8 metrics
Net revenue Q2 2026
$796,197 (in thousands)
Three months ended June 30, 2026 net revenue
Net income attributable Q2 2026
$57,662 (in thousands)
Three months ended June 30, 2026 attributable to Amneal Pharmaceuticals, Inc.
Diluted EPS Q2 2026
$0.18 per share
Net income per diluted share attributable to Class A common stockholders in Q2 2026
Operating cash flow H1 2026
$(47,987) (in thousands)
Net cash used in operating activities for six months ended June 30, 2026
Total debt June 30, 2026
$2,684,263 (in thousands)
Term Loan Due 2032 and Senior Notes Due 2032 principal outstanding
Cash, cash equivalents and restricted cash
$139,619 (in thousands)
Balance at June 30, 2026
Nationwide opioids settlement cash payments
$133.5 million
Total expected cash payments under settlement, payable through 2034
Kashiv acquisition upfront cash
$375,000 (in thousands)
Cash portion of consideration to acquire Kashiv BioSciences, LLC
Key Terms
Tax receivable agreement, Nationwide Opioids Settlement Agreement, interest rate swap, Abbreviated New Drug Application, +1 more
5 terms
Tax receivable agreement financial
"The following table summarizes the Company’s tax receivable agreement (“TRA”)."
A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.
Nationwide Opioids Settlement Agreement regulatory
"the Company determined that it will make effective its nationwide agreement to settle opioids-related claims (the “Nationwide Opioids Settlement Agreement”)."
interest rate swap financial
"The Company uses an interest rate swap to manage its exposure to market risks for changes in interest rates."
An interest rate swap is a financial agreement where two parties exchange interest payments on a set amount of money over time. Typically, one side pays a fixed interest rate, while the other pays a variable rate that can change with market conditions. This helps investors manage or reduce their exposure to interest rate fluctuations, much like locking in a mortgage rate to avoid future cost increases.
Abbreviated New Drug Application regulatory
"submission of an Abbreviated New Drug Application (“ANDA”) and subsequent acceptance by the FDA for each product."
An abbreviated new drug application is a regulatory submission used to gain approval to market a generic version of an already approved prescription medicine by showing it is equivalent in effect and safety to the original product, without repeating full clinical trials. For investors, an approval signals a lower-cost competitor entering the market that can quickly capture sales from the branded drug, similar to a generic knock‑off replacing a name‑brand item on store shelves.
redeemable non-controlling interests financial
"Total (Deficiency) Equity | Redeemable Non-Controlling Interests Shares | Amount Balance at March 31, 2026."
Redeemable non-controlling interests are ownership stakes in a company’s unit held by outside investors that can be forced to be bought back by the parent company for cash or a set value. Think of it like a part-owner who has the contractual right to ‘cash out’ their share; for investors this matters because it can create a future cash obligation, change reported equity versus debt, and affect earnings and ownership percentages.
Earnings Snapshot
Net revenue: Q2 2026 $796,197 (in thousands); H1 2026 $1,518,716 (in thousands)
Three and six months ended June 30, 2026
Net revenue
Q2 2026 $796,197 (in thousands); H1 2026 $1,518,716 (in thousands)
Increased from $724,508 and $1,419,928 (in thousands) in the comparable 2025 periods.
Net income attributable to Amneal
Q2 2026 $57,662 (in thousands); H1 2026 $119,918 (in thousands)
Up from $22,417 and $34,612 (in thousands) in the prior-year quarter and six-month period.
Diluted EPS
Q2 2026 $0.18; H1 2026 $0.37
Improved from $0.07 and $0.11 in the corresponding 2025 periods.
Operating cash flow
H1 2026 $(47,987) (in thousands)
Compared with net cash provided by operating activities of $91,227 (in thousands) in H1 2025.
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FAQ
How did Amneal Pharmaceuticals (AMRX) perform financially in Q2 2026?
Amneal reported Q2 2026 net revenue of $796,197 (in thousands) and net income attributable to Amneal of $57,662 (in thousands). This compares with $724,508 and $22,417 (in thousands), respectively, in Q2 2025, with diluted EPS of $0.18 versus $0.07, reflecting stronger profitability.
What is Amneal Pharmaceuticals’ (AMRX) cash and debt position as of June 30, 2026?
As of June 30, 2026, Amneal held cash, cash equivalents and restricted cash of $139,619 (in thousands). Total debt was $2,684,263 (in thousands), including a Term Loan Due 2032 and Senior Notes Due 2032, with long-term debt, net, of $2,564,335 (in thousands).
What major acquisition has Amneal Pharmaceuticals (AMRX) agreed to in 2026?
Amneal entered a definitive agreement to acquire 100% of Kashiv BioSciences, LLC, for $375,000 (in thousands) in cash, 28,942,108 Class A shares, and up to $350,000 (in thousands) in regulatory milestones, plus 25% profit-based contingent royalties, with closing expected in the third quarter of 2026 subject to conditions.
What is the impact of the Nationwide Opioids Settlement Agreement on Amneal (AMRX)?
The Nationwide Opioids Settlement Agreement became effective in January 2026 and requires cash payments up to $133.5 million through 2034 plus naloxone product. Amneal paid $23,800 and $12,100 (in thousands) in early 2026 installments and recorded opioid-related liabilities of about $80,238 (in thousands).
How did Amneal Pharmaceuticals’ (AMRX) operating cash flow change in the first half of 2026?
For the six months ended June 30, 2026, Amneal generated net cash used in operating activities of $47,987 (in thousands), compared with net cash provided of $91,227 (in thousands) in the prior-year period, mainly due to higher trade receivables, significant inventory increases and larger product-rights and equipment deposits.
What new collaboration and product-rights investments did Amneal (AMRX) make in 2026?
Amneal made a $75,000 (in thousands) upfront payment to MSN for U.S. mirabegron rights, recorded $3,000 (in thousands) of tirzepatide milestones under an Adalvo agreement, and accrued a $6,000 (in thousands) signing fee with mAbxience for denosumab biosimilars, all capitalized as product rights intangible assets.
How did Amneal Pharmaceuticals’ (AMRX) effective tax rate change in 2026?
Amneal’s effective tax rate fell to 1.9% in Q2 2026 and 2.3% for the first half, from 31.1% and 32.5% a year earlier. Management attributes this to changes in the level and jurisdictional mix of income, impacts of the One Big Beautiful Bill Act, and discrete share-based compensation items.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-38485
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
Amneal Pharmaceuticals, Inc. | |||||
| (Address of principal executive offices) | (Zip Code) | ||||
(908 ) 947-3120
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2026, there were 319,353,919 shares of the registrant’s Class A common stock outstanding, with a par value of $0.01.
Amneal Pharmaceuticals, Inc.
Table of Contents
Cautionary Note Regarding Forward-Looking Statements | 2 | ||||||||||
PART I - FINANCIAL INFORMATION | |||||||||||
Item 1. | Financial Statements (Unaudited) | 4 | |||||||||
Consolidated Statements of Operations | 4 | ||||||||||
Consolidated Statements of Comprehensive Income | 5 | ||||||||||
Consolidated Balance Sheets | 6 | ||||||||||
Consolidated Statements of Cash Flows | 7 | ||||||||||
Consolidated Statements of Changes in Stockholders’ (Deficiency) Equity | 9 | ||||||||||
Notes to Consolidated Financial Statements | 11 | ||||||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | |||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 49 | |||||||||
Item 4. | Controls and Procedures | 49 | |||||||||
PART II - OTHER INFORMATION | |||||||||||
Item 1. | Legal Proceedings | 50 | |||||||||
Item 1A. | Risk Factors | 50 | |||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 50 | |||||||||
Item 3. | Defaults Upon Senior Securities | 50 | |||||||||
Item 4. | Mine Safety Disclosures | 50 | |||||||||
Item 5. | Other Information | 50 | |||||||||
Item 6. | Exhibits | 51 | |||||||||
Signatures | 52 | ||||||||||
1
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and other publicly available documents of Amneal Pharmaceuticals, Inc. contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States (“U.S.”) Private Securities Litigation Reform Act of 1995. Management and representatives of Amneal Pharmaceuticals, Inc. and its subsidiaries (“the Company”, “we”, “us”, or “our”) also may from time to time make forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “targets,” “estimates,” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; impact of planned acquisitions and dispositions; our strategy for growth; product development; regulatory approvals; market position and expenditures.
Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to uncertainties, risks and changes that are difficult to predict and many of which are outside of our control. Investors should realize that if underlying assumptions prove inaccurate, known or unknown risks or uncertainties materialize, or other factors or circumstances change, our actual results and financial condition could vary materially from expectations and projections expressed or implied in our forward-looking statements. Investors are therefore cautioned not to rely on these forward-looking statements.
Summary of Material Risks
Risks and uncertainties that make an investment in the Company speculative or risky or that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to:
•risks related to our proposed transaction (the “Transaction”) to acquire membership interests of Kashiv BioSciences, LLC (“Kashiv”), as set forth in further detail in Item 1A of Part II of this Quarterly Report on Form 10-Q;
•our ability to successfully develop, license, acquire and commercialize new products on a timely basis;
•the competition we face in the pharmaceutical industry from brand and generic drug product companies, and the impact of that competition on our ability to set prices;
•our ability to obtain exclusive marketing rights for our products;
•the impact of illegal distribution and sale by third parties of counterfeit versions of our products or stolen products;
•the impact of negative market perceptions of us and the safety and quality of our products;
•our revenues are derived from the sales of a limited number of products, a substantial portion of which are through a limited number of customers;
•the continuing trend of consolidation of certain customer groups;
•the imposition of tariffs may adversely affect our business, results of operations and financial condition;
•the impact of a prolonged business interruption within our supply chain;
•legal, regulatory and legislative efforts by our brand competitors to deter competition from our generic alternatives;
•our dependence on information technology systems and infrastructure and the potential for cybersecurity incidents, and risks associated with artificial intelligence;
•a U.S. government shutdown could adversely impact our regulatory, operational and financial performance;
•our ability to attract, hire and retain highly skilled personnel;
•risks related to federal regulation of arrangements between manufacturers of branded and generic products;
•our reliance on certain licenses to proprietary technologies from time to time;
•the significant amount of resources we expend on research and development;
•the risk of claims brought against us by third parties such as those described in Note 16. Commitments and Contingencies - Other Litigation Related to the Company’s Business;
•risks related to changes in the regulatory environment, including U.S. federal and state laws related to government contracting, healthcare fraud abuse and health information privacy and security and changes in such laws;
•changes to Food and Drug Administration product approval requirements and review processes;
•the impact of healthcare reform and changes in coverage and reimbursement levels and funding by governmental authorities and other third-party payers;
•our ability to identify, make and integrate acquisitions or investments in complementary businesses and products on advantageous terms;
•our dependence on third-party agreements for a portion of our product offerings;
2
•our potential expansion into additional international markets subjecting us to increased regulatory, economic, social and political uncertainties;
•the impact of global economic, political or other catastrophic events;
•our substantial amount of indebtedness and our ability to generate sufficient cash to service our indebtedness in the future, and the impact of interest rate fluctuations on such indebtedness;
•our obligations under a tax receivable agreement may be significant;
•the high concentration of ownership of our Class A common stock by the Amneal Group (as defined in Item 1. Business in the Company’s 2025 Annual Report on Form 10-K); and
•such other factors as may be set forth elsewhere in (a) the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, particularly in the section entitled 1A. Risk Factors, and (b) Item 1A of Part II of this Quarterly Report on Form 10-Q, and our public filings with the SEC.
Investors should also carefully read our Annual Report on Form 10-K for the year ended December 31, 2025, including the section 1A. Risk Factors, as well as Item 1A of Part II of this Quarterly Report on Form 10-Q, for a description of certain risks that could, among other things, cause our actual results to differ materially from those expressed in our forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described herein and in our Annual Report to be a complete statement of all potential risks and uncertainties. The Company does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Operations
(unaudited; in thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Intellectual property legal development expenses | |||||||||||||||||||||||
| Acquisition costs | |||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||
| Charges (credit) related to legal matters, net | ( | ( | |||||||||||||||||||||
| Other operating income | ( | ( | ( | ||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange (loss) gain, net | ( | ( | |||||||||||||||||||||
| Loss on refinancing | ( | ||||||||||||||||||||||
| Increase in tax receivable agreement liability | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Total other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Amneal Pharmaceuticals, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share attributable to Amneal Pharmaceuticals, Inc.’s Class A common stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Comprehensive Income
(unaudited; in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to non-controlling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Amneal Pharmaceuticals, Inc. | |||||||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Foreign currency translation adjustments arising during the period | ( | ( | ( | ( | |||||||||||||||||||
Unrealized gain (loss) on cash flow hedge, net of tax of $ | ( | ( | |||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | ( | ||||||||||||||||||||||
Other, net of tax of $ | |||||||||||||||||||||||
| Other comprehensive income (loss) attributable to Amneal Pharmaceuticals, Inc. | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to Amneal Pharmaceuticals, Inc. | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Amneal Pharmaceuticals, Inc.
Consolidated Balance Sheets
(unaudited; in thousands, except per share amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Trade accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Related party receivables | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Operating lease right-of-use assets - related party | |||||||||||
| Financing lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
Liabilities and Stockholders’ Equity (Deficiency) | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Current portion of liabilities for legal matters | |||||||||||
| Revolving credit facility | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of operating lease liabilities - related party | |||||||||||
| Current portion of financing lease liabilities | |||||||||||
| Related party payables - short term | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Operating lease liabilities - related party | |||||||||||
| Financing lease liabilities | |||||||||||
| Related party payables - long term | |||||||||||
| Liabilities for legal matters - long term | |||||||||||
| Other long-term liabilities | |||||||||||
| Total long-term liabilities | |||||||||||
| Commitments and contingencies (Notes 3, 16 and 18) | |||||||||||
| Redeemable non-controlling interests | |||||||||||
Stockholders’ Equity (Deficiency) | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Stockholders’ accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Total Amneal Pharmaceuticals, Inc. stockholders’ equity (deficiency) | ( | ||||||||||
| Non-controlling interests | ( | ||||||||||
| Total stockholders’ equity (deficiency) | ( | ||||||||||
Total liabilities and stockholders’ equity (deficiency) | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Cash Flows
(unaudited; in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Unrealized foreign currency loss (gain) | ( | ||||||||||
| Amortization of debt issuance costs and discount | |||||||||||
| Reclassification of cash flow hedge | ( | ||||||||||
| Loss on refinancing | |||||||||||
| Stock-based compensation | |||||||||||
| Inventory provision | |||||||||||
| Other operating charges and credits, net | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses, other current assets and other assets | ( | ( | |||||||||
| Related party receivables | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| Related party payables | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Acquisition of intangible assets | ( | ( | |||||||||
| Deposits for future acquisition of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments of principal on debt, revolving credit facilities, financing leases and other | ( | ( | |||||||||
| Proceeds from issuance of debt | |||||||||||
| Payments of deferred financing and refinancing costs | ( | ( | |||||||||
| Borrowings on revolving credit facilities | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Employee payroll tax withholding on restricted stock unit and performance stock unit vesting | ( | ( | |||||||||
| Tax and other distributions to non-controlling interests | ( | ( | |||||||||
| Proceeds from alliance party | |||||||||||
| Acquisition of non-controlling interest | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of foreign exchange rate on cash | ( | ( | |||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents, and restricted cash - beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash - end of period | $ | $ | |||||||||
| Cash and cash equivalents - end of period | $ | $ | |||||||||
| Restricted cash - end of period | |||||||||||
| Long-term restricted cash included in other assets - end of period | |||||||||||
| Cash, cash equivalents, and restricted cash - end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Cash Flows (continued)
(unaudited; in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash received (paid), net for income taxes | $ | $ | ( | ||||||||
| Supplemental disclosure of non-cash investing and financing activity: | |||||||||||
| Acquisition of product rights and licenses | $ | $ | |||||||||
| Loan for land purchase - related party | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Changes in Stockholders’ (Deficiency) Equity
(unaudited; in thousands)
| Class A Common Stock | Additional Paid-in Capital | Stockholders’ Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interests | Total (Deficiency) Equity | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of stock-based compensation awards | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
Unrealized gain on cash flow hedge, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Tax and other distributions, net | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
Other, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Additional Paid-in Capital | Stockholders’ Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interests | Total (Deficiency) Equity | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of stock-based compensation awards | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
Unrealized gain on cash flow hedge, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Tax and other distributions, net | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | ( | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||
Other, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
9
Amneal Pharmaceuticals, Inc.
Consolidated Statements of Changes in Stockholders’ (Deficiency) Equity
(unaudited; in thousands)
| Class A Common Stock | Additional Paid-in Capital | Stockholders’ Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interests | Total Deficiency | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of stock-based compensation awards | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
Unrealized loss on cash flow hedge, net of tax of $ | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Tax and other distributions, net | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Additional Paid-in Capital | Stockholders’ Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interests | Total Deficiency | Redeemable Non-Controlling Interests | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of stock-based compensation awards | ( | — | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
Unrealized loss on cash flow hedge, net of tax of $ | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Tax and other distributions, net | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
10
Amneal Pharmaceuticals, Inc.
Notes to Consolidated Financial Statements
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The interim unaudited consolidated financial statements have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission and U.S. generally accepted accounting principles (“U.S. GAAP”) for interim reporting. These financial statements include all adjustments that in the opinion of management are necessary for a fair presentation of the financial position, results of operations, and cash flows of Amneal Pharmaceuticals, Inc. (the “Company”) for the periods presented. However, these financial statements do not include all information and accompanying notes required for annual financial statements prepared in accordance with U.S. GAAP. The interim unaudited consolidated financial statements should be read in conjunction with the audited annual financial statements included in the Company’s 2025 Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements requires the Company’s management to make estimates and assumptions that affect the reported financial position at the date of the financial statements and the reported results of operations during the reporting period. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The following are some, but not all, of such estimates: the determination of chargebacks, sales returns, rebates, valuation of intangible and other assets acquired in business combinations, allowances for accounts receivable, accrued liabilities, liabilities for legal matters, contingent liabilities, stock-based compensation, valuation of inventory balances, the determination of useful lives for product rights and the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning December 15, 2027, with early adoption permitted. Upon adoption, ASU 2024-03 may be applied prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”), which amends the accounting guidance to exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In November 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements (“ASU 2025-09”), which are amendments that are intended to better align hedge accounting with entities’ risk‑management activities, including revisions related to assessing similar risk exposure for groups of forecasted transactions, hedging interest payments on choose‑your‑rate debt instruments, and other improvements to cash flow, fair value, and net investment hedge models. ASU 2025‑09 is effective for fiscal years beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements (“ASU 2025-11”), which are amendments intended to improve the navigability and clarity of interim reporting guidance by reorganizing Topic 270, adding a comprehensive list of interim disclosure requirements sourced from other Accounting Standards Codification (“ASC”) topics, and clarifying when interim reporting guidance applies. The ASU also introduces a
11
disclosure principle requiring entities to disclose events occurring after the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025‑11 is effective for public business entities for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
2. Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. The majority of the Company’s revenue is recognized from shipping products to customers. Revenue is recognized when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.
License Agreements
Refer to Note 4. Alliance and Collaboration in the Company’s 2025 Annual Report on Form 10-K for further information related to revenue recognition associated with license agreements.
Concentration of Revenue
The following table summarizes revenues from each of the Company’s customers that individually accounted for 10% or more of its total net revenue in any of the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Customer A | % | % | % | % | |||||||||||||||||||
| Customer B | % | % | % | % | |||||||||||||||||||
| Customer C | % | % | % | % | |||||||||||||||||||
12
Disaggregated Revenue
The Company’s significant dosage forms within its Affordable Medicines segment, therapeutic classes within its Specialty segment, and sales channels within its AvKARE segment, each determined based on net revenue for the three and six months ended June 30, 2026 and 2025, are presented below (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Affordable Medicines | ||||||||||||||||||||||||||
| Oral solid | $ | $ | $ | $ | ||||||||||||||||||||||
| Transdermal | ||||||||||||||||||||||||||
| Auto-Injector | ||||||||||||||||||||||||||
| Injectable | ||||||||||||||||||||||||||
| Biosimilar | ||||||||||||||||||||||||||
| Oral liquid | ||||||||||||||||||||||||||
Other dosage forms (1) | ||||||||||||||||||||||||||
| Subtotal dosage forms | ||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||
Total Affordable Medicines net revenue | ||||||||||||||||||||||||||
| Specialty | ||||||||||||||||||||||||||
| Central nervous system | ||||||||||||||||||||||||||
| Hormonal / allergy | ||||||||||||||||||||||||||
| Other therapeutic classes | ||||||||||||||||||||||||||
| Subtotal therapeutic classes | ||||||||||||||||||||||||||
License agreement | ||||||||||||||||||||||||||
Total Specialty net revenue | ||||||||||||||||||||||||||
AvKARE | ||||||||||||||||||||||||||
| Distribution | ||||||||||||||||||||||||||
| Government label | ||||||||||||||||||||||||||
| Institutional | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total AvKARE net revenue | ||||||||||||||||||||||||||
| Total net revenue | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Includes net revenue from sales of transmucosal, ophthalmic, topical, nasal and inhalation dosage forms.
A rollforward of the major categories of sales-related deductions for the six months ended June 30, 2026 is as follows (in thousands):
| Contract Charge - Backs and Sales Volume Allowances | Cash Discount Allowances | Accrued Returns Allowance | Accrued Medicaid and Commercial Rebates | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Provision related to sales recorded in the period | |||||||||||||||||||||||
| Credits/payments issued during the period | ( | ( | ( | ( | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
3. Alliance and Collaboration
The Company has entered into several alliance, collaboration, license, distribution and similar agreements with respect to certain of its products and services with third-party pharmaceutical companies. The consolidated statements of operations include revenue recognized under agreements the Company has entered into to develop marketing and/or distribution
13
Except as disclosed below, as of and for the three and six months ended June 30, 2026, there were no material changes to our alliance and collaboration agreements as described and defined in Note 4. Alliance and Collaboration in the Company’s 2025 Annual Report on Form 10-K.
The following table summarizes the activity in the Company’s consolidated statements of operations related to alliance and collaboration agreements for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| Party | Caption in Statement of Operations | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| Orion Corporation | Research and development (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Orion Corporation | Research and development (2) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Pfizer Inc. (formerly Metsera, Inc.) | Other operating income (3) | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Pfizer Inc. (formerly Metsera, Inc.) | Net revenue (4) | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Deferred income was recognized as a reduction to R&D expense as services were performed under the Orion Agreement.
(2)Reimbursable R&D services performed under the Orion Agreement were recorded as a reduction to R&D expense.
(3)Gain from derecognizing financing obligation (refer to the Pfizer Collaboration Agreement section below).
(4)Development activities performed on behalf of Pfizer, Inc. on a cost plus margin basis are recorded as net revenue.
The following table summarizes the balances in the Company’s consolidated balance sheets related to alliance and collaboration agreements as of June 30, 2026 and December 31, 2025 (in thousands):
| Party | Caption in Balance Sheet | June 30, 2026 | December 31, 2025 | ||||||||||||||
Orion Corporation | Accounts payable and accrued expenses (1) | $ | $ | ||||||||||||||
Orion Corporation | Other long-term liabilities (1) | $ | $ | ||||||||||||||
Zambon Biotech S.A. | Other long-term liabilities (1) | $ | $ | ||||||||||||||
| mAbxience S.L. | Accounts payable and accrued expenses (2) | $ | $ | ||||||||||||||
| Pfizer Inc. (formerly Metsera, Inc.) | Prepaid expenses and other current assets (3) | $ | $ | ||||||||||||||
| Pfizer Inc. (formerly Metsera, Inc.) | Other long-term liabilities (4) | $ | $ | ||||||||||||||
(1)Comprised of deferred income as of June 30, 2026 and December 31, 2025.
(2)Comprised of an accrued milestone as of December 31, 2025 for a Food and Drug Administration (“FDA”) approval.
(3)Comprised primarily of unbilled receivables for R&D services performed as of December 31, 2025.
(4)Comprised of construction costs contributed, as defined in the Company’s collaboration agreement with Pfizer Inc. (“Pfizer”). As of June 30, 2026, the funding received from Pfizer represented a contract obligation for future manufacturing services (deferred income). As of December 31, 2025, the funding received from Pfizer was allocated between two performance obligations: (i) a financing obligation in accordance with ASC 470, Debt of $6.4 million and (ii) a contract obligation for future manufacturing services of $3.0 million (refer to the Pfizer Collaboration Agreement section below).
Pfizer Collaboration Agreement
On November 13, 2025, Metsera, Inc. (“Metsera”) was acquired by Pfizer. On January 30, 2026, Pfizer exercised its rights under the change-in-control provision in the Metsera collaboration agreement with the Company to shorten the agreement’s term from seven years to four years from the date of first commercial sale. As a result, the Company’s rebate and construction cost reimbursement obligations to Pfizer have been eliminated. Pfizer’s cost sharing commitment of up to $100 million for construction costs and all other terms of the agreement remain unchanged.
14
In connection with the notice from Pfizer, the Company recognized a gain of $6.9 million in other operating income for the six months ended June 30, 2026 to derecognize the financing obligation previously recognized in accordance with ASC 470, Debt through the date of the notice. The Company will classify all future proceeds received from Pfizer for construction costs contributed as a contract obligation for future manufacturing services (recorded as deferred income within other long‑term liabilities on the consolidated balance sheet). As of June 30, 2026, no commercial products have been launched under this collaboration agreement. Refer to Note 13. Other Long-Term Liabilities for additional information.
MSN Laboratories Private Limited Supply and Distribution Agreement
On April 2, 2026, the Company entered into a supply and distribution agreement with MSN Laboratories Private Limited (“MSN”) for the exclusive distribution of generic mirabegron extended‑release tablets in the United States and its territories (the “MSN agreement”). Mirabegron is a generic, AB-rated version of the reference listed drug, Myrbetriq®. In connection with the MSN agreement, the Company made an upfront cash payment of $75.0 million in April 2026, which was capitalized as a product rights intangible asset and is being amortized to cost of sales over its estimated useful life of five years . Additionally, the Company will pay a per‑unit fee and profit‑sharing to MSN based on product sales. MSN is responsible for the commercial manufacture and supply of the finished product and the Company is responsible for the marketing, promotion, and sale of the product.
Adalvo License and Supply Agreement – Tirzepatide
On May 13, 2026, the Company entered into a License and Supply Agreement with Adalvo to develop, register and commercialize two generic tirzepatide products in the U.S. Pursuant to the agreement, the Company received exclusive rights to Adalvo’s regulatory dossiers and related intellectual property for use in obtaining U.S. regulatory approvals for the products. The Company is responsible for regulatory filings, commercialization and distribution, while Adalvo is responsible for development, manufacturing and supply of the products. The agreement provides for development, regulatory and commercial milestone payments of up to $21.0 million, including payments upon regulatory submissions and acceptance, regulatory approvals, product launches and achievement of a specified cumulative net sales threshold. The Company will share a portion of net profits from product sales with Adalvo, after deduction of agreed-upon costs, pursuant to the terms of the agreement. Profit share amounts are calculated and settled on a quarterly basis.
During the three and six months ended June 30, 2026, the Company recorded $3.0
mAbxience Biosimilar Licensing and Supply Agreement – Denosumab
On May 26, 2026, the Company entered into a supply agreement with mAbxience S.L. (“mAbxience”) to establish supply pricing for Boncresa® and Oziltus® (denosumab biosimilars referencing Prolia® and XGEVA®, respectively). The supply agreement is an addition to the Company’s existing licensing arrangement with mAbxience dated October 12, 2023, as previously described in Note 4. Alliance and Collaboration in the Company’s 2025 Annual Report on Form 10-K.
In connection with the execution of the supply agreement, the Company accrued a one-time signing fee of $6.0 million payable to mAbxience as of June 30, 2026, which was capitalized as a product rights intangible asset. The asset will be amortized to cost of sales over its estimated useful life of five years , with amortization commencing upon commercial launch of the products, which the Company currently expects to occur in 2026.
15
4. Income Taxes
Provision for Income Taxes
Set forth in the following table is the Company’s provision for income taxes (in thousands) and effective tax rate:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Provision for income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
For the three and six months ended June 30, 2026, the period-over-period change in the provision for income taxes was primarily due to the tax impacts from changes in the level and jurisdictional mix of income, the impact of the One Big Beautiful Bill Act (enacted in July 2025), and discrete items related to share-based compensation in the current period.
Tax Receivable Agreement
The following table summarizes the Company’s tax receivable agreement (“TRA”) (in thousands):
Statements of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Increase in tax receivable agreement liability | $ | $ | $ | $ | |||||||||||||||||||
Balance Sheet
| June 30, 2026 | December 31, 2025 | ||||||||||
Tax receivable agreement liability - short term (1) | $ | $ | |||||||||
Tax receivable agreement liability - long term (1) | |||||||||||
| Total | $ | $ | |||||||||
Refer to Note 5. Income Taxes in the Company’s 2025 Annual Report on Form 10-K for information about the Company’s TRA. During the six months ended June 30, 2026, the Company made payments of $38.8 million associated with the TRA liability for the 2024 tax year.
Contingent Tax Receivable Agreement Liability
The Company had an unrecorded contingent TRA liability of $129.0 million as of June 30, 2026. If utilization of the Company’s deferred tax assets becomes more-likely-than-not in the future, at such time, the unrecorded contingent TRA liability will be recorded through charges in the Company’s consolidated statements of operations.
16
5. Earnings per Share
The computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income attributable to Amneal Pharmaceuticals, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| Performance stock units | |||||||||||||||||||||||
| Weighted-average shares outstanding - diluted | |||||||||||||||||||||||
| Net income per share attributable to Amneal Pharmaceuticals, Inc.’s Class A common stockholders: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A common stock (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Stock options (1) | |||||||||||||||||||||||
Performance stock units (2) | |||||||||||||||||||||||
(1)Excluded from the computation of diluted earnings per share of Class A common stock because the exercise price of the stock options exceeded the average market price of the Class A common stock during the period (out-of-the-money).
6. Trade Accounts Receivable, Net
Trade accounts receivable, net was comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Gross accounts receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Contract charge-backs and sales volume allowances | ( | ( | |||||||||
| Cash discount allowances | ( | ( | |||||||||
| Subtotal | ( | ( | |||||||||
| Trade accounts receivable, net | $ | $ | |||||||||
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Concentration of Receivables
Trade accounts receivable from customers representing 10% or more of the Company’s total trade accounts receivable were as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Customer A | % | % | |||||||||
| Customer B | % | % | |||||||||
| Customer C | % | % | |||||||||
7. Inventories
Inventories were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
8. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Deposits and advances | $ | $ | |||||||||
| Prepaid insurance | |||||||||||
| Prepaid regulatory fees | |||||||||||
| Income and other tax receivables | |||||||||||
| Prepaid taxes | |||||||||||
| Accrued royalty income | |||||||||||
| Other current receivables | |||||||||||
| Chargebacks receivable | |||||||||||
| Other prepaid assets | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
9. Goodwill and Other Intangible Assets
The changes in goodwill by segment were as follows (in thousands):
| Affordable Medicines | Specialty | AvKARE | Total | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Currency translation | ( | ( | |||||||||||||||||||||
| Balance as of December 31, 2025 | |||||||||||||||||||||||
| Currency translation | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
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Intangible assets as of June 30, 2026 and December 31, 2025 were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Weighted-Average Amortization Period (in years) | Cost | Accumulated Amortization | Net | Cost | Accumulated Amortization | Net | |||||||||||||||||||||||||||||||||||
| Amortizing intangible assets: | |||||||||||||||||||||||||||||||||||||||||
| Product rights | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Other intangible assets | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total | ( | ( | |||||||||||||||||||||||||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
Amortization expense related to intangible assets for the three months ended June 30, 2026 and 2025 was $34.9 million and $45.8 million, respectively. Amortization expense related to intangible assets for the six months ended June 30, 2026 and 2025 was $64.9 million and $91.0 million, respectively.
The Company reviews intangible assets with finite lives for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. Indefinite-lived intangible assets, including in-process research and development intangible assets, are tested for impairment if impairment indicators arise and, at a minimum, annually. No
10. Other Assets
Other assets were comprised of the following (in thousands): (1)
| June 30, 2026 | December 31, 2025 | ||||||||||
Interest rate swap (2) | $ | $ | |||||||||
Security deposits | |||||||||||
| Long-term deposits and prepaid expenses | |||||||||||
| Deferred revolving credit facility costs | |||||||||||
| Long-term restricted cash | |||||||||||
| Equipment deposits | |||||||||||
| Other long-term assets | |||||||||||
| Total other assets | $ | $ | |||||||||
(1)Certain prior period amounts have been reclassified to conform to the current period presentation. As of June 30, 2026, the Company separately presented equipment deposits within other assets to provide additional transparency regarding the nature of these balances. Such reclassifications had no impact on total other assets, total assets, results of operations, or cash flows.
(2)Refer to Note 14. Fair Value Measurements and Note 15. Financial Instruments for information about the Company’s interest rate swap.
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11. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Accounts payable | $ | $ | |||||||||
Accrued returns allowance (1) | |||||||||||
| Accrued compensation | |||||||||||
Accrued Medicaid and commercial rebates (1) | |||||||||||
| Accrued royalties | |||||||||||
| Accrued professional fees | |||||||||||
| Accrued interest | |||||||||||
| Accrued other | |||||||||||
| Total accounts payable and accrued expenses | $ | $ | |||||||||
(1)Refer to Note 2. Revenue Recognition for a rollforward of the balance from December 31, 2025 to June 30, 2026.
12. Debt
There have been no material changes in the Company’s long-term debt since December 31, 2025, except as disclosed below. Refer to Note 14. Debt in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this note.
The following is a summary of the Company’s indebtedness under its term loans and senior notes (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Term Loan Due 2032 | $ | $ | |||||||||
| Senior Notes Due 2032 | |||||||||||
| Total debt | |||||||||||
| Less: debt issuance costs | ( | ( | |||||||||
| Total debt, net of debt issuance costs | |||||||||||
| Less: current portion of long-term debt | ( | ( | |||||||||
| Total long-term debt, net | $ | $ | |||||||||
Repricing Amendments to Term Loan Credit Agreement
On February 2, 2026, the Company entered into a repricing amendment for the Term Loan Due 2032 (the “Repricing Amendment”). The Repricing Amendment reduced the applicable interest rate margins on the Term Loan Due 2032 by 50 basis points to 3.00 % per annum for term SOFR benchmark rate loans and 2.00 % per annum for base rate loans. The stated maturity date of August 1, 2032 and the aggregate principal outstanding did not change as a result of the Repricing Amendment.
In connection with the Repricing Amendment, the Company recognized a loss of $3.5 million for the six months ended June 30, 2026, related to costs incurred as part of this transaction and the write‑off of unamortized debt issuance costs associated with the modified portion of the Term Loan Due 2032.
On August 3, 2026 the Company entered into a repricing amendment to the Term Loan Credit Agreement governing the Term Loan Due 2032. Refer to Note 20. Subsequent Events for additional information.
2025 Revolving Credit Facility
During April and May 2026, the Company borrowed $100.0 million under the 2025 Revolving Credit Facility. Refer to Note 20. Subsequent Events for additional borrowings of $30.0 million and $150.0 million on the 2025 Revolving Credit Facility subsequent to June 30, 2026.
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13. Other Long-Term Liabilities
Other long-term liabilities were comprised of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Long-term compensation | $ | $ | |||||||||
Deferred income (1) | |||||||||||
| Other long-term liabilities | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
(1)Deferred income was primarily from alliance and collaboration agreements with Orion Corporation, Zambon Biotech S.A., and Pfizer. Refer to Note 3. Alliance and Collaboration for additional information.
14. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets that were measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in thousands):
| Fair Value Measurement Based on | ||||||||||||||||||||||||||
| June 30, 2026 | Total | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
Interest rate swap (1) | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
Interest rate swap (1) | $ | $ | $ | $ | ||||||||||||||||||||||
(1)The fair value measurement of the Company’s interest rate swap classified within Level 2 of the fair value hierarchy is a model-derived valuation as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present, and future market conditions. Refer to Note 15. Financial Instruments for information on the Company’s interest rate swap.
There were no transfers between levels in the fair value hierarchy during the six months ended June 30, 2026.
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
The carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments.
The following is a summary of the Company’s indebtedness at fair value (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Term Loan Due 2032 | $ | $ | ||||||||||||
| Senior Notes Due 2032 | $ | $ | ||||||||||||
The Term Loan Due 2032 and Senior Notes Due 2032 are each in the Level 2 category within the fair value level hierarchy. The fair values were determined using market data for valuation.
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Refer to Note 12. Debt in this Quarterly Report on Form 10-Q and Note 14. Debt in the Company’s 2025 Annual Report on Form 10-K for information about its indebtedness, including definitions of terms.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
There were no non-recurring fair value measurements during the six months ended June 30, 2026 and 2025.
15. Financial Instruments
The Company uses an interest rate swap to manage its exposure to market risks for changes in interest rates. Changes in fair value will be recognized in other comprehensive loss and reclassified to interest expense, net, in the period in which the hedged transaction affect earnings. During the three and six months ended June 30, 2026, the Company reclassified a net loss (increase in interest expense) of $2.9 million and $5.8 million, respectively, from accumulated other comprehensive loss. As of June 30, 2026, a net gain of $1.4 million was recorded in accumulated other comprehensive loss associated with the impact of all interest rates swaps, with $10.1 million, net, expected to be reclassified within 12 months. Refer to Note 17. Stockholders’ Equity (Deficiency) in this Quarterly Report on Form 10-Q and Note 18. Financial Instruments in the Company’s 2025 Annual Report on Form 10-K for defined terms and additional information.
During the three and six months ended June 30, 2025, the Company reclassified a net loss of $0.6 million (increase in interest expense, net) and net gain of $5.9 million (decrease in interest expense, net), respectively, from accumulated other comprehensive loss. As of December 31, 2025, $14.8 million in net losses were recorded in accumulated other comprehensive loss.
A summary of the fair values of derivative instruments in the consolidated balance sheets was as follows (in thousands):
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Derivatives Designated as Hedging Instruments | Balance Sheet Classification | Fair Value | Balance Sheet Classification | Fair Value | ||||||||||||||||||||||
| Variable-to-fixed interest rate swap | Other Assets | $ | Other Assets | $ | ||||||||||||||||||||||
16. Commitments and Contingencies
Commitments
Commercial Manufacturing, Collaboration, License, and Distribution Agreements
The Company continues to seek to enhance its product line and develop a balanced portfolio of differentiated products through product acquisitions and in-licensing. Accordingly, the Company, in certain instances, may be contractually obligated to make potential future development, regulatory, and commercial milestone, royalty and/or profit-sharing payments in conjunction with collaborative agreements or acquisitions that the Company has entered with third parties. The Company has also licensed certain technologies or IP from various third parties. The Company is generally required to make upfront payments and other payments upon successful completion of regulatory or sales milestones. The agreements generally permit the Company to terminate the agreement with no significant continuing obligation. The Company could be required to make significant payments pursuant to these arrangements. These payments are contingent upon the occurrence of certain future events and, given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Further, the timing of any future payment is not reasonably estimable. Refer to Note 3. Alliance and Collaboration for additional information. Certain of these arrangements are with related parties. Refer to Note 18. Related Party Transactions for additional information.
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Contingencies
Legal Proceedings
The Company’s legal proceedings are complex, constantly evolving, and subject to uncertainty. As such, the Company cannot predict the outcome or impact of its significant legal proceedings which are set forth below. Additionally, the Company manufactures and derives a portion of its revenue from the sale of pharmaceutical products in the opioid class of drugs and may therefore face claims arising from the regulation and/or consumption of such products. While the Company believes it has meritorious claims and/or defenses to the matters described below (and intends to vigorously prosecute and defend them), the nature and cost of litigation is unpredictable, and an unfavorable outcome of such proceedings could include damages, fines, penalties and injunctive or administrative remedies.
For any proceedings where losses are probable and reasonably capable of estimation, the Company accrues a potential loss. When the Company has a probable loss for which a reasonable estimate of the liability is a range of losses and no amount within that range is a better estimate than any other amount, the Company records the loss at the low end of the range. While these accruals have been deemed reasonable by the Company’s management, the assessment process relies heavily on estimates and assumptions that may ultimately prove inaccurate or incomplete. Additionally, unforeseen circumstances or events may lead the Company to subsequently change its estimates and assumptions. Unless otherwise indicated below, the Company is unable at this time to estimate the possible loss or the range of loss, if any, associated with such legal proceedings and claims. Any such claims, proceedings, investigations or litigation, regardless of the merits, might result in substantial costs to defend or settle, borrowings under the Company’s debt agreements, restrictions on product use or sales, or otherwise harm the Company’s business. The ultimate resolution of any or all claims, legal proceedings or investigations are inherently uncertain and difficult to predict, could differ materially from the Company’s estimates and could have a material adverse effect on its results of operations and/or cash flows in any given accounting period, or on its overall financial condition. The Company currently intends to vigorously prosecute and/or defend these proceedings as appropriate. From time to time, however, the Company may settle or otherwise resolve these matters on terms and conditions that it believes to be in its best interest. An insurance recovery, if any, is recorded in the period in which it is probable the recovery will be realized.
For the three months ended June 30, 2026, charges related to legal matters, net were $8.1 million, primarily consisting of charges related to antitrust class action litigation. For the six months ended June 30, 2026, charges related to legal matters, net were $8.8 million, primarily consisting of (i) a $21.2 million charge associated with certain states electing a 25 % cash conversion in lieu of product under the Nationwide Opioids Settlement Agreement, partially offset by a $20.8 million discount recorded on the expected settlement payments as of the agreement’s effective date and (ii) charges associated with antitrust class action litigation. During the three months ended June 30, 2026, based on developments in the litigation involving certain antitrust class action claims, the Company recorded an accrual of $9.0 million after concluding that a loss related to these matters had become probable and reasonably estimable. For additional information regarding antitrust class action litigation and the Nationwide Opioids Settlement Agreement, refer to the sections In Re Generic Pharmaceuticals Pricing Antitrust Litigation and Civil Prescription Opioid Litigation below, respectively.
Liabilities for legal matters were comprised of the following (in thousands):
| Matter | June 30, 2026 | December 31, 2025 | |||||||||
Civil prescription opioid litigation (1) | $ | $ | |||||||||
| Antitrust class action litigation | |||||||||||
Other | |||||||||||
| Current portion of liabilities for legal matters | $ | $ | |||||||||
Civil prescription opioid litigation (Liabilities for legal matters - long term) (1) | $ | $ | |||||||||
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As of June 30, 2026, the remaining cash payments under the Nationwide Opioids Settlement Agreement, due on March 1 of each year, were as follows (in thousands):
| Amount Due | ||||||||
| 2027 | $ | |||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
2031 (1) | ||||||||
2032 to 2034 (1) | ||||||||
| Total settlement payments | $ | |||||||
Less: imputed interest at a rate of | ( | |||||||
| Total | $ | |||||||
(1)Amounts due in each of 2031 through 2034 include approximately $10.4 million of cash conversion payments associated with certain settling parties’ elections to receive cash in lieu of naloxone nasal spray under the Nationwide Opioids Settlement Agreement ($41.4 million in the aggregate).
The discount-related imputed interest will be amortized to interest expense over the life of the liability using the effective interest method. Interest expense associated with the Nationwide Opioids Settlement Agreement for the three and six months ended June 30, 2026 was immaterial.
Refer to Note 19. Commitments and Contingencies in the Company’s Annual Report on Form 10-K for a general discussion of Medicaid Reimbursement and Price Reporting Matters and Patent Litigation.
Other Litigation Related to the Company’s Business
United States Department of Justice Investigations
On May 15, 2023, Amneal Pharmaceuticals LLC (“Amneal”) received a Civil Investigative Demand (“CID”) from the Civil Division of the United States Department of Justice (the “Civil Division”) requesting information and documents related to the manufacturing and shipping of diclofenac sodium 1 % gel labeled as “prescription only” after the reference listed drug’s label was converted to over-the-counter. In October 2024, the Company received supplemental CIDs seeking additional information related to the same subject matter. The Company is continuing to cooperate with the Civil Division’s investigation. However, no assurance can be given as to the timing or outcome of the investigation.
In Re Generic Pharmaceuticals Pricing Antitrust Litigation
Beginning in March 2016, purchasers of generic drugs filed multiple putative antitrust class action complaints against a substantial number of generic pharmaceutical manufacturers, including the Company, alleging an illegal conspiracy to fix prices, rig bids, and allocate markets and customers. They seek monetary damages and equitable relief, including disgorgement and restitution. Most of these lawsuits were consolidated in the United States District Court for the Eastern District of Pennsylvania (See In re Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 2724 (E.D. Pa.)). Some purchasers filed similar lawsuits in state courts in Pennsylvania, Connecticut, and New York. The Company has filed several motions to dismiss these cases, and some of those motions remain pending.
In 2019 and 2020, Attorneys General of 43 two
In Connecticut, et al. v. Sandoz, Inc. et al., on April 15, 2026, the Court granted the Company’s individual motion for summary judgment with respect to the states’ claim that the Company participated in an overreaching conspiracy involving more than 80 drugs and denied the Company’s motion with respect to an alleged conspiracy involving only one drug, phenytoin.
The multi-district litigation (“MDL”) court selected Humana Inc. v. Actavis Elizabeth, LLC et al., No. 2:18-cv-03299-CMR (“Humana I”), which names Impax Laboratories, LLC (“Impax”) as a defendant, as a bellwether and set a trial for September 2026. On March 26, 2026, Impax filed an individual motion for summary judgment and four joint motions for summary
24
judgment in Humana I. Those summary judgment motions were fully briefed on May 22, 2026 and remain pending. The other MDL cases and the state court cases are in various stages of pleading and discovery. No other trials involving the Company have been set.
Civil Prescription Opioid Litigation
As a result of the Court’s Stipulation and Order dated February 26, 2026, pursuant to the settlement of the political subdivision cases in MDL 2804, the state and federal cases against the Company relating to the sale of prescription opioid pain relievers have been reduced from over 800 cases to less than 105 cases, comprised of 52 cases in MDL 2804 and other federal courts, and 52 state court cases. Plaintiffs in the remaining cases are political subdivisions (pending dismissal), schools, hospitals, pension funds, third-party payors, and individuals. Nearly all federal court cases are consolidated for pre-trial proceedings in Case No. 17-mdl-2804 (N.D. Ohio). There are no firm trial dates in the state-court cases.
The New York, Alaska, and Maryland Attorneys General have withdrawn their subpoenas seeking information regarding the Company’s business concerning opioid-containing products.
In 2023, the Company reached settlements with the New Mexico Attorney General and West Virginia political subdivisions and a settlement with a group of private hospitals in Alabama. On March 30, 2026, the court in Alabama dismissed the hospital cases against the Company pursuant to the settlement agreement.
In late April 2024, the Company reached a nationwide settlement in principle on the primary financial terms, with no admission of wrongdoing, for a nationwide resolution to the opioids cases filed and that might have been filed by state Attorneys General, political subdivisions and Native American tribes. In September 2025, the Native American tribal participation reached a sufficient percentage to effectuate the tribal settlement. On January 23, 2026, the Company determined that it will make effective its nationwide agreement to settle a substantial majority of the opioids-related claims brought against the Company by various states and subdivisions (the “Nationwide Opioids Settlement Agreement”), having previously secured sufficient participation by those states and subdivisions, including all eligible state and territorial Attorneys General and all subdivisions that previously sued the Company. The Nationwide Opioids Settlement Agreement became effective on January 29, 2026, and the Company made its first installment payment of $23.8 million to the settlement administrator on that date. An additional installment payment of $12.1 million was made on February 26, 2026. The settlement is payable through 2034. Under the settlement, the Company agreed to pay up to $92.5 million in cash and provide $177.4 million (valued at $125 /twin pack) in naloxone nasal spray to help treat opioid overdoses. In lieu of receiving product, the settling parties can opt to receive 25 % of the naloxone nasal spray’s value (up to $44.4 million) in cash during the last four years of the ten-year payment term, which could increase the total amount of cash the Company would pay up to $136.9 million. In March 2026, five states elected to receive $11.6 million in free naloxone nasal spray with the remaining states electing to receive the 25 % cash conversion. As a result, and assuming other states do not subsequently decide to instead receive settlement product, Amneal will pay $41.4 million in cash in equal distributions of $10.4 million from 2031 to 2034. Including these cash conversion payments, the Company’s total cash payments under the Nationwide Opioids Settlement Agreement will be $133.5 million.
Refer to the section Legal Proceedings above for amounts charged to the statements of operations for the three and six months ended June 30, 2026 and liabilities as of June 30, 2026 and December 31, 2025, associated with civil prescription opioid litigation. For the remaining cases not covered by the Nationwide Prescription Opioids Settlement Agreement, primarily brought by other hospitals, schools and individuals, the Company did not record a liability as of June 30, 2026 and December 31, 2025 because it concluded that a loss was not probable and estimable.
During July 2025, the Company deposited an aggregate of $24.2 million into dedicated accounts as a step in the process to finalize a definitive settlement agreement. These deposits, which were classified as restricted cash in the Company’s consolidated balance sheet as of December 31, 2025, remained the property of the Company until a definitive settlement agreement was reached and the funds were used to make the first installment payment under the Nationwide Opioids Settlement Agreement. Accordingly, no related restricted cash balance remained as of June 30, 2026.
United States Department of Justice / Drug Enforcement Administration Subpoenas
On July 7, 2017, Amneal Pharmaceuticals of New York, LLC received an administrative subpoena issued by the Long Island, NY District Office of the Drug Enforcement Administration (the “DEA”) requesting information related to compliance with certain recordkeeping and reporting requirements. On or about April 12, 2019 and May 28, 2019, the Company received grand jury subpoenas from the U.S. Attorney’s Office for the Eastern District of New York (the “USAO”) relating to similar topics concerning the Company’s suspicious order monitoring program and its compliance with the Controlled Substances Act. The Company has been cooperating with the USAO in responding to the subpoenas. The Company entered into tolling agreements
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with respect to potential criminal charges through May 15, 2026. The Company entered into tolling agreements with respect to potential civil claims through November 15, 2024. It is not possible to determine the exact outcome of these investigations.
On December 21, 2025, the Company received an administrative subpoena from the DEA relating to sales of controlled substances to Dixon Shane, LLC d/b/a R&S Northeast LLC (“R&S Northeast”), an indirect subsidiary that distributes generic pharmaceuticals manufactured by Amneal and others. On the same date, R&S Northeast received an administrative subpoena from the DEA relating to various policies and procedures relating to controlled substances and controlled substance order monitoring, as well as other information relating to current and former customers. The Company and R&S Northeast have been cooperating with DEA and responding to the subpoenas. It is not possible to determine the exact outcome of this investigation.
Ranitidine Litigation
The Company was named, along with numerous other brand and generic pharmaceutical manufacturers, wholesale distributors, retail pharmacy chains, and repackagers of ranitidine-containing products in a federal MDL (In re Zantac/Ranitidine NDMA Litigation (MDL No. 2924), Southern District of Florida). Plaintiffs alleged defendants failed to disclose and/or concealed the alleged inherent presence of N-Nitrosodimethylamine (or “NDMA”) in ranitidine products and the alleged associated risk of cancer. The MDL court’s dismissal of claims by all plaintiffs against the Company and other generic drug manufacturers on preemption grounds is on appeal in the 11th Circuit. Plaintiffs filed their merits brief on April 10, 2024. The generic drug manufacturers, including the Company, filed their briefs on July 25, 2024. Plaintiffs’ reply brief was filed November 8, 2024. The briefing also addresses the MDL court’s December 6, 2022 exclusion of plaintiff’s general causation experts. The 11th Circuit heard oral argument on October 10, 2025. The timeline for the 11th Circuit Court of Appeals’ rulings is uncertain.
The Company has also been named in state court cases in four states. The Company filed motions to dismiss those cases. On August 17, 2023, the judge in the consolidated Illinois state court cases granted the motion to dismiss all such cases in which the Company had been named, holding all claims preempted. The Company has reached an agreement, which is not material, to settle the 95 cases pending against it in California state court. The process for completing the settlement, which the Company does not expect to be material, is in progress. There are no trial dates involving the Company in any of the state court cases.
Metformin Litigation
Beginning in 2020, Amneal was named as a defendant in several putative class action lawsuits filed and consolidated in the United States District Court for the District of New Jersey, seeking compensation for economic loss allegedly incurred in connection with their purchase of generic metformin allegedly contaminated with NDMA. See In Re Metformin Marketing and Sales Practices Litigation (No. 2:20-cv-02324-MCA-MAH) (“In re Metformin”). On January 30, 2026, the Court issued an Order granting in part and denying in part Defendants’ motion to dismiss the Fourth Amended Complaint. Discovery is ongoing.
On March 29, 2021, a plaintiff filed a complaint in the United States District Court for the Middle District of Alabama asserting claims against manufacturers of valsartan, losartan, and metformin based on the alleged presence of nitrosamines in those products. The only allegations against the Company concern metformin (See Davis v. Camber Pharmaceuticals, Inc., et al., C.A. No. 2:21-00254 (M.D. Ala.) (the “Davis Action”)). On May 5, 2021, the United States Judicial Panel on Multidistrict Litigation transferred the Davis Action into the In re: Valsartan, Losartan, and Irbesartan Products Liability Litigation MDL for pretrial proceedings.
UFCW Local 1500 Welfare Fund v. Takeda Pharmaceuticals U.S.A., Inc.
On November 14, 2023, UFCW Local 1500 Welfare Fund and other health plans filed a purported class action lawsuit in the United States District Court for the Southern District of New York against multiple manufacturers, including the Company, alleging an illegal conspiracy to restrict output of generic COLCRYS®. See UFCW Local 1500 Welfare Fund et al. v. Takeda Pharma. U.S.A., Inc. et al, No. 1:23-cv-10030 (S.D.N.Y.). On February 28, 2024, Takeda Pharmaceuticals U.S.A., Inc. filed a motion to transfer the case to the United States District Court for the Eastern District of Pennsylvania. The case was transferred on April 28, 2026. See UFCW Local 1500 Welfare Fund et al. v. Takeda Pharma U.S.A., Inc., et al. No. 2:26-cv-3122 (E.D. Pa.). Defendants’ motion to dismiss the case was filed on June 9, 2026. That motion is fully briefed and is pending before the Court.
Indian Tax Authority Matters
Amneal Pharmaceuticals Pvt. Ltd. and RAKS Pharmaceuticals Pvt. Ltd., which are subsidiaries of the Company, are currently involved in litigations with Indian tax authorities concerning Central Excise Tax, Service Tax, Goods & Services Tax, and Value Added Tax for various periods of time between 2014 and 2017. These subsidiaries have contested certain of these
26
assessments, which are at various stages of the administrative process. The Company strongly believes its Indian subsidiaries have meritorious defenses in the matter.
Guaifenesin Litigation
On September 5, 2024, Amneal was named as a defendant along with CVS Pharmacy, Inc. (“CVS”) in a putative consumer class action lawsuit in the United States District Court for the Northern District of California alleging that generic guaifenesin products manufactured by Amneal contain benzene through the use of carbomer, an inactive ingredient. See Leonard v. CVS Pharmacy, Inc., No. 5:24-cv-06280 (N.D. Cal.) (“Leonard”). The complaint purported to plead, on behalf of a nationwide class and California subclass, the following counts: breach of warranty; unjust enrichment; fraud; and violation of California’s Unfair Competition Law. The complaint sought damages, including punitive damages, restitution, other equitable monetary relief, injunctive relief, prejudgment interest and attorneys’ fees and costs. The court granted defendants’ motion to dismiss plaintiff’s first and second amended complaints without prejudice, and plaintiff filed a notice of voluntary dismissal without prejudice on April 22, 2026.
In addition, on June 27, 2025, CVS, which Amneal is defending, was named as a defendant in a putative consumer class action lawsuit in the United States District Court for the Northern District of Illinois. See Hatfield v. CVS Health Corporation, No. 1:25-cv-7248 (N.D. Ill.). Alleging similar facts as the Leonard case, the complaint in Hatfield purported to plead, individually and on behalf of a class of purchasers in Illinois and states with similar consumer protection laws, violations of the Illinois Consumer Fraud Act and unjust enrichment. On June 30, 2025, plaintiff filed a motion for class certification, which the Court held in abeyance. On July 28, 2025, plaintiff filed an amended complaint to identify the correct defendant and add jurisdictional allegations. On September 26, 2025, CVS moved to dismiss plaintiff’s amended complaint. The motion is fully briefed, and oral argument was held on June 10, 2026. The Court will rule from the bench on the motion to dismiss via teleconference on September 3, 2026.
Amneal Pharmaceuticals LLC et al. v. Sandoz Inc., D.N.J. 3:25-cv-00181-GC-TJB; D.N.J. 2:25-11981-GC-TJB
On November 25, 2024, the Company and Impax received the first of five notice letters from Sandoz Inc. (“Sandoz”) stating that it had filed an ANDA with the FDA seeking approval to market generic versions of CREXONT®, an extended-release oral capsule formulation of carbidopa and levodopa for the treatment of Parkinson’s disease. The notice letters included a Paragraph IV certifications alleging that certain patents covering CREXONT® are invalid, unenforceable, or will not be infringed by the manufacture, use, or sale of Sandoz’s generic product.
In response to these notice letters, on January 7, 2025, the Company and Impax filed a first patent infringement lawsuit against Sandoz in the U.S. District Court for the District of New Jersey, Case No. 3:25-cv-00181-GC-TJB. On April 1, 2025, the Company and Impax filed a First Amended Complaint in response to a second notice letter from Sandoz, adding claims for infringement of additional patents. On April 14, 2025, Sandoz filed an Answer, Affirmative Defense, and Counterclaims for non-infringement and invalidity of the asserted patents. This lawsuit is currently in discovery. The filing of this lawsuit triggered a 30-month stay of FDA approval of the Sandoz ANDA from the date of receipt of the notice letter. CREXONT® is also subject to a regulatory exclusivity until August 7, 2027.
On June 20, 2025, the Company and Impax filed a new patent infringement lawsuit against Sandoz in the U.S. District Court for the District of New Jersey, captioned Amneal Pharmaceuticals LLC et al. v. Sandoz Inc., D.N.J. 2:25-11981-GC-TJB, in response to a third notice letter from Sandoz relating to CREXONT®. On September 4, 2025, the Company and Impax filed a First Amended Complaint in response to a fourth notice letter from Sandoz, adding claims for infringement of additional patents. On October 2, 2025, Sandoz filed an Answer, Affirmative Defense, and Counterclaims for non-infringement and invalidity of the asserted patents. On November 12, 2025, the Company and Impax filed a new patent infringement lawsuit against Sandoz in the U.S. District Court for the District of New Jersey, captioned Amneal Pharmaceuticals LLC et al. v. Sandoz Inc., D.N.J. 2:25-17384-GC-TJB. On April 15, 2026, the Company filed a First Amended Complaint in that action adding claims for infringement of additional patents. Scheduling orders have been issued in all three actions, and those actions are in discovery with trial currently scheduled for April 2027.
Amneal Pharmaceuticals LLC et al. v. Alembic Pharmaceuticals Ltd., D. Del. 26-cv-00798
On May 26, 2026, the Company and Impax received a notice letter from Alembic Pharmaceuticals Ltd (“Alembic”) stating that it had filed an ANDA with the FDA seeking approval to market generic versions of CREXONT®, an extended-release oral capsule formulation of carbidopa and levodopa for the treatment of Parkinson’s disease. The notice letter included Paragraph IV certifications alleging that certain patents covering CREXONT® are invalid, unenforceable or will not be infringed by the manufacture, use or sale of Sandoz’s generic product.
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In response to the notice letter, on July 2, 2026, the Company and Impax filed an infringement lawsuit against Alembic in the U.S. District Court for the District of Delaware, Case No. 26-cv-00798. This lawsuit is currently in the initial pleadings stage. The filing of this lawsuit triggered a 30-month stay of FDA approval of the Alembic ANDA from the date of receipt of the notice letter. CREXONT® is also subject to a regulatory exclusivity until August 7, 2027.
Carickhoff v. Amneal Pharmaceuticals, Inc., et al.
On May 7, 2025, the Liquidating Trustee on Behalf of the Vyera Liquidating Trust Established Under the Subchapter V Plan of Reorganization of debtors Vyera Pharmaceuticals, LLC and Phoenixus AG filed an adversary proceeding in the United States Bankruptcy Court for the District of Delaware against the Company and Impax, seeking to recover approximately $55.4 million in allegedly fraudulent transfers made by the debtors to Impax to purchase the drug Daraprim in 2015. (See Carickhoff v. Amneal Pharmaceuticals, Inc, et al., Adv. Pro. No. 25-50903-JKS (Bankr. D. Del.)). Defendants filed a motion to dismiss the complaint on September 9, 2025. That motion is fully briefed and is pending before the Court.
Shareholder Litigation Related to Agreement to Acquire Kashiv Biosciences, LLC
As of August 6, 2026, two complaints have been filed by purported shareholders of the Company against the Company and certain directors and officers of the Company related to the Company’s agreement to acquire Kashiv Biosciences, LLC (the “Transaction”). The complaints are captioned: (i) Johnson v. Amneal Pharmaceuticals, Inc., et al., No. 654043/2026 (N.Y. Sup. Ct. July 8, 2026); and (ii) Kent v. Amneal Pharmaceuticals, Inc., et al., No. 654067/2026 (N.Y. Sup. Ct. July 9, 2026) (collectively, the “Complaints”). The Complaints seek to enjoin the defendants from proceeding with the Transaction unless the defendants disclose certain purportedly material information alleged to have been omitted from the Definitive Proxy Statement and rescission of the Transaction and/or damages if the Transaction is consummated. Refer to Note 18. Related Party Transactions for information about the Transaction.
17. Stockholders’ Equity (Deficiency)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component were as follows (in thousands):
| Foreign currency translation adjustments | Unrealized (loss) gain on cash flow hedge, net of tax | Other | Accumulated other comprehensive loss | ||||||||||||||||||||
| December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Other comprehensive (loss) gain before reclassification | ( | ||||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | |||||||||||||||||||||||
| June 30, 2026 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| December 31, 2024 | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Other comprehensive loss before reclassification | ( | ( | ( | ||||||||||||||||||||
Reclassification of cash flow hedge to earnings, net of tax of $ | ( | ( | |||||||||||||||||||||
| June 30, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Rondo Redeemable Non-Controlling Interests
Beginning January 1, 2026, the holders of the Rondo Class B Units, as defined and discussed in Note 20. Stockholders’ (Deficiency) Equity to the Company’s 2025 Annual Report on Form 10-K, have a put right to require the Company to purchase their units for a purchase price that is based on a multiple of Rondo’s earnings before income taxes, depreciation, and amortization, subject to the satisfaction of certain financial targets and other conditions. As of June 30, 2026, no conditions have been met that would make redemption probable or otherwise certain.
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Acquisition of Non-Controlling Interests in Amneal Complex Products Research LLC
The Company acquired a 98 % interest in Kashiv Specialty Pharmaceuticals, LLC (“KSP”), now known as Amneal Complex Products Research LLC (“CPR”), on April 2, 2021. On May 31, 2026, the Company acquired the remaining 2 % non-controlling interests in CPR from the sellers of KSP, who are considered related parties, for cash consideration of $0.4 million. Since the Company controlled CPR before and after the acquisition, it was accounted for as an equity transaction. The carrying value of the acquired non-controlling interest was $0.6 million. Following the acquisition, CPR became a wholly owned subsidiary of the Company.
18. Related Party Transactions
The Company has various business agreements with certain third-party companies in which there is some common ownership and/or management between those entities, on the one hand, and the Company, on the other hand. The Company has no direct ownership or management in any of such related party companies. Except as disclosed below, as of and for the three and six months ended June 30, 2026, there were no material changes to our related party agreements or relationships as defined and described in Note 22. Related Party Transactions and Note 20. Stockholders’ (Deficiency) Equity in the Company’s 2025 Annual Report on Form 10-K.
The following table summarizes the Company’s related party transactions (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| Related Party and Nature of Transaction | Caption in Balance Sheet and Statement of Operations | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| Kashiv Biosciences LLC | |||||||||||||||||||||||||||||
| Inventory purchases under development and commercialization agreement - Filgrastim and Pegfilgrastim (Releuko and Fylnetra) | Inventory and cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Development and commercialization agreement - Filgrastim and Pegfilgrastim - Royalty expense (Releuko and Fylnetra) | Cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Development and commercialization agreement - Pegfilgrastim Auto Injector - milestone | Research and development | $ | $ | $ | $ | ||||||||||||||||||||||||
| Development and commercialization agreement - Carfilzomib | Research and development | $ | $ | $ | $ | ||||||||||||||||||||||||
| Generic development supply agreement - development activity deferred income | Accounts payable and accrued expenses | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Storage agreement | Research and development | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Parking space lease | Research and development | $ | $ | $ | $ | ||||||||||||||||||||||||
| Other Related Parties | |||||||||||||||||||||||||||||
| Apace KY, LLC d/b/a Apace Packaging LLC - packaging agreement | Inventory and cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Members - tax receivable agreement | Increase in tax receivable agreement liability | $ | $ | $ | $ | ||||||||||||||||||||||||
| AzaTech Pharma LLC - supply agreement | Inventory and cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| PharmaSophia, LLC - License and commercialization agreement - Risperidone - Royalty expense | Cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Kanan, LLC - operating lease | Inventory and cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Sutaria Family Realty, LLC - operating lease | Inventory and cost of goods sold | $ | $ | $ | $ | ||||||||||||||||||||||||
| Direct Customer Solutions, LLC - warehousing/logistics/distribution services | Selling, general and administrative | $ | $ | $ | $ | ||||||||||||||||||||||||
| Tracy Properties LLC - operating lease | Selling, general and administrative | $ | $ | $ | $ | ||||||||||||||||||||||||
| Avtar Investments, LLC - consulting services | Research and development | $ | $ | $ | $ | ||||||||||||||||||||||||
| AvPROP, LLC - operating lease | Selling, general and administrative | $ | $ | $ | $ | ||||||||||||||||||||||||
| Land purchase from family members of the Co-Chief Executive Officers | Property, plant and equipment | $ | $ | $ | $ | ||||||||||||||||||||||||
| Ellodi Pharmaceuticals, L.P. - securities purchase and license and collaboration agreements | Research and development | $ | $ | $ | $ | ||||||||||||||||||||||||
| R&S Solutions - equipment purchase | Property, plant and equipment | $ | $ | $ | $ | ||||||||||||||||||||||||
| Alkermes Plc | Inventory and cost of goods sold | $ | $ | ( | $ | $ | |||||||||||||||||||||||
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The following table summarizes the amounts due to or from the Company for related party transactions (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
| Kashiv - various agreements | $ | $ | |||||||||
| AzaTech Pharma LLC | |||||||||||
| Apace Packaging, LLC - packaging agreement | |||||||||||
| Related party receivables - short term | $ | $ | |||||||||
| Members - tax receivable agreement | $ | $ | |||||||||
| Kashiv - various agreements | |||||||||||
| Apace Packaging, LLC - packaging agreement | |||||||||||
| PharmaSophia, LLC - license and commercialization agreement | |||||||||||
| AzaTech Pharma LLC - supply agreement | |||||||||||
| Avtar Investments LLC - consulting services | |||||||||||
| Tracy Properties LLC | |||||||||||
| Related party payables - short term | $ | $ | |||||||||
| Members - tax receivable agreement | $ | $ | |||||||||
| Land purchase from family members of the Co-Chief Executive Officers | |||||||||||
| Related party payables - long term | $ | $ | |||||||||
Master Logistics Services Agreement with DCS
On February 24, 2026, the Company entered into a master logistics services agreement with Direct Customer Solutions, LLC (“DCS”), a third-party logistics provider specializing in the life sciences industry. Under the agreement, DCS will provide logistics services on behalf of the Company, including transportation, warehousing, and end-to-end supply chain management for certain products. A member of Company management beneficially owns outstanding equity securities of DCS.
Pursuant to the agreement, the Company is obligated to pay DCS an immaterial one-time setup fee, a per-unit distribution fee, and a minimum monthly maintenance fee. For each of the three and six months ended June 30, 2026, the Company recorded selling, general and administrative expense of $0.1
License and Commercialization Agreement with PharmaSophia, LLC
PharmaSophia, LLC (“PharmaSophia”) is a joint venture formed by Nava Pharma, LLC (“Nava”) and Oakwood Laboratories, LLC for the purpose of developing certain products. Certain executive officers of the Company beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, outstanding equity securities of Nava. Nava beneficially owns 50 % of the outstanding equity securities of PharmaSophia. In addition, these executive officers also serve on the Board of Managers of PharmaSophia.
In October 2022, PharmaSophia and Amneal entered into an exclusive license and commercialization agreement (the “PharmaSophia Agreement”) to develop, manufacture, and sell one injectable product (risperidone). PharmaSophia receives a 50 % profit share for all sales of product made by Amneal under the PharmaSophia Agreement. For each of the three and six months ended June 30, 2026, the Company recorded royalty expense of $0.9 0.7 million as of June 30, 2026.
Agreement to Acquire Kashiv Biosciences, LLC
On April 21, 2026, the Company entered into a definitive agreement for Amneal to acquire 100 % of the outstanding membership interests in Kashiv BioSciences, LLC (“Kashiv”) in a transaction with consideration that includes $375 million of cash and 28,942,108 shares of Class A common stock of the Company at closing, subject to certain purchase price adjustments for cash, and the funding of operations between signing and closing, among others. Consideration also includes up to $350 million in potential contingent payments based on the achievement of certain regulatory milestones in the United States and potential contingent royalties equal to 25 % of the amount by which annual aggregate gross profits for certain products
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exceed specified gross profit hurdle amounts for the corresponding annual royalty periods during the twelve-year period following the closing of the transaction. Acquisition costs for the three and six months ended June 30, 2026 were $7.6 million and $12.8 million, respectively, which primarily included advisory, legal, and accounting fees.
The transaction was approved by a vote of the holders of the Company’s common stock not party to the transaction, and the issuance of Class A common stock as consideration was approved by a vote of the Company’s common shareholders on July 31, 2026. Closing of the transaction, which is expected in the third quarter of 2026, remains subject to the satisfaction of customary closing conditions.
Kashiv is a vertically integrated biopharmaceutical company with numerous commercial and advanced clinical-stage assets and is among the few U.S.-based companies to both manufacture and receive marketing authorization for multiple biosimilars. Certain executive officers and a member of the Board of Directors of the Company beneficially own, directly and through certain revocable or irrevocable trusts for the benefit of their immediate families, outstanding equity securities of Kashiv. In addition, they serve on the Board of Managers of Kashiv. For additional information about related party transactions between the Company and Kashiv, refer to Note 22. Related Party Transactions in the Company’s 2025 Annual Report on Form 10-K.
Agreement to Acquire Complex Products Research, LLC Non-Controlling Interest
On May 31, 2026, the Company acquired the remaining 2 % non-controlling interests in CPR from the sellers of KSP, which are related parties, for cash consideration of $0.4 million. Refer to Note 17. Stockholders’ Equity (Deficiency) in this Quarterly Report on Form 10-Q for additional information.
19. Segment Information
The Company has three reportable segments: Affordable Medicines, Specialty, and AvKARE.
Chief Operating Decision Makers
The Company’s Co-Chief Executive Officers are the Company’s chief operating decision makers (“CODMs”). The CODMs evaluate the financial performance of the Company based upon segment operating income (loss). Items below operating income (loss) are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s CODMs. Additionally, general and administrative expenses, certain selling expenses, certain litigation settlements, acquisition costs, and non-operating income and expenses are included in “Corporate and Other.” The Company does not report balance sheet information by segment since it is not reviewed by the Company’s CODMs.
The tables below present segment information reconciled to total Company financial results, with segment operating income or loss, including gross profit less direct selling expenses, research and development expenses, and other operating expenses to the extent specifically identified by segment (in thousands):
| Three Months Ended June 30, 2026 | Affordable Medicines (1) | Specialty | AvKARE | Corporate and Other | Total Company | |||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | A | |||||||||||||||||||||||||||||||
| Research and development | B | B | ||||||||||||||||||||||||||||||
| Intellectual property legal development expenses | ||||||||||||||||||||||||||||||||
| Acquisition costs | ||||||||||||||||||||||||||||||||
| Restructuring and other charges | ||||||||||||||||||||||||||||||||
| Charges related to legal matters, net | ||||||||||||||||||||||||||||||||
| Other operating income | ( | ( | ||||||||||||||||||||||||||||||
Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
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| Six Months Ended June 30, 2026 | Affordable Medicines (1) | Specialty | AvKARE | Corporate and Other | Total Company | |||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | A | |||||||||||||||||||||||||||||||
| Research and development | B | B | ||||||||||||||||||||||||||||||
| Intellectual property legal development expenses | ||||||||||||||||||||||||||||||||
| Acquisition costs | ||||||||||||||||||||||||||||||||
| Restructuring and other charges | ||||||||||||||||||||||||||||||||
| Charges related to legal matters, net | ||||||||||||||||||||||||||||||||
| Other operating income | ( | ( | ||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
Three Months Ended June 30, 2025 | Affordable Medicines (1) | Specialty | AvKARE | Corporate and Other | Total Company | |||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | A | |||||||||||||||||||||||||||||||
| Research and development | B | B | ||||||||||||||||||||||||||||||
| Intellectual property legal development expenses | ||||||||||||||||||||||||||||||||
| Restructuring and other charges | ||||||||||||||||||||||||||||||||
| Credit related to legal matters, net | ( | ( | ||||||||||||||||||||||||||||||
Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | Affordable Medicines (1) | Specialty | AvKARE | Corporate and Other | Total Company | |||||||||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative | A | |||||||||||||||||||||||||||||||
| Research and development | B | B | ||||||||||||||||||||||||||||||
| Intellectual property legal development expenses | ||||||||||||||||||||||||||||||||
| Restructuring and other charges | ||||||||||||||||||||||||||||||||
| Credits related to legal matters, net | ( | ( | ||||||||||||||||||||||||||||||
| Other operating income | ( | ( | ||||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
(1)Revenue, cost of goods sold, and gross profit from the sale of Amneal products by AvKARE were included in Affordable Medicines.
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Significant Expense Categories Provided to the Chief Operating Decision Makers
Selling, General and Administrative Expenses - Specialty Segment
A.The CODMs review certain selling, general and administrative expenses (“SG&A”) for the Specialty segment and, separately, on a departmental basis. The CODMs review SG&A for the Affordable Medicines and AvKARE segments in total. SG&A for the Specialty segment was comprised of the following (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Employee compensation and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Product marketing | ||||||||||||||||||||||||||
| Commercial operations and salesforce | ||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Other includes professional fees and other expenses not presented to the CODMs.
Research and Development Expenses - Affordable Medicines and Specialty Segments
B.Research and development expenses for the Affordable Medicines and Specialty segments were comprised of the following (in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Affordable Medicines | Specialty | Affordable Medicines | Specialty | |||||||||||||||||||||||
| Employee compensation and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Materials and supplies | ||||||||||||||||||||||||||
Product development and studies (1) | ( | |||||||||||||||||||||||||
| In-licensing and upfront milestones | ||||||||||||||||||||||||||
| Facilities costs | ||||||||||||||||||||||||||
| Regulatory fees | ||||||||||||||||||||||||||
Other (2) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Affordable Medicines | Specialty | Affordable Medicines | Specialty | |||||||||||||||||||||||
| Employee compensation and benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Materials and supplies | ||||||||||||||||||||||||||
Product development and studies (1) | ||||||||||||||||||||||||||
| In-licensing and upfront milestones | ||||||||||||||||||||||||||
| Facilities costs | ||||||||||||||||||||||||||
| Regulatory fees | ||||||||||||||||||||||||||
Other (2) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1)For the three and six months ended June 30, 2026, the Affordable Medicines segment included recognition of deferred income and reimbursable R&D services of $0.8 million and $1.7 million, respectively, as reductions to product development and studies expense for services performed under the license agreement with Orion Corporation. For the three and six months ended June 30, 2025, the Affordable Medicines segment included recognition of deferred income and reimbursable R&D services of $0.9 million
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and $2.5 million, respectively, as reductions to product development and studies expense for services performed under the license agreement with Orion Corporation. Refer to Note 3. Alliance and Collaboration.
(2)For the Affordable Medicines segment, other includes repairs and maintenance, outside testing, professional fees, equipment calibration and other expenses not presented to the CODMs. For the Specialty segment, other includes outside testing, professional fees and other expenses not presented to the CODMs.
20. Subsequent Events
Repricing Amendment to Term Loan Credit Agreement
On August 3, 2026, the Company entered into a repricing amendment governing its Term Loan Due 2032, which reduced the applicable interest rate margins on the Term Loan Due 2032 by 50 basis points to 2.50 % per annum for SOFR benchmark rate loans and 1.50 % per annum for base rate loans. The stated maturity date of August 1, 2032 did not change.
Water Damage to India Facility
During the third week of July 2026, severe rain caused water damage to one of the Company’s facilities in India. The Company is currently undertaking remediation efforts and completing repairs. As of the date of this Quarterly Report, the Company estimates that inventory losses, property damage, remediation costs, and other incremental expenses could range from approximately $10 million to $15 million before any potential insurance recoveries, with most of the impact expected during the second half of 2026. The Company maintains property and business interruption insurance. The amount and timing of any potential insurance recoveries have not yet been determined. These estimates are preliminary and may change as the assessment and remediation activities continue. Since the severe rain and resulting water damage occurred subsequent to June 30, 2026, no amounts related to this event have been recognized in the Company’s consolidated financial statements as of and for the three and six months ended June 30, 2026.
2025 Revolving Credit Facility Borrowings
On July 31, 2026, the Company borrowed $30.0 million under its 2025 Revolving Credit Facility for working capital needs and other general corporate purposes. On August 5, 2026, the Company borrowed an additional $150.0 million under its 2025 Revolving Credit Facility in anticipation of funding a portion of the cash consideration payable upon the closing of the acquisition of Kashiv. Refer to Note 18. Related Party Transactions for additional information about the agreement to acquire Kashiv.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Amneal Pharmaceuticals, Inc. (the “Company”, “we,” “us,” or “our”) is a diversified, global biopharmaceutical company that develops, manufactures, markets, and distributes a diverse portfolio of essential medicines. Our Affordable Medicines segment includes retail generics, injectables, and biosimilars. In our Specialty segment, we offer a portfolio of branded pharmaceuticals focused primarily on central nervous system and endocrine disorders. Through our AvKARE segment, we are a distributor of pharmaceuticals and other products for the U.S. federal government, retail, and institutional markets. We operate principally in the U.S., India, and Ireland.
The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under Item 1A. Risk Factors in our 2025 Annual Report on Form 10-K, in Item 1A. Risk Factors of Part II of this Quarterly Report on Form 10-Q and under the heading Cautionary Note Regarding Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q.
The following discussion and analysis for the three and six months ended June 30, 2026 should also be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements for the year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K.
Overview
We have three reportable segments: Affordable Medicines, Specialty, and AvKARE. Refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K for a description of our segments.
Agreement to Acquire Kashiv Biosciences, LLC
On April 21, 2026, we entered into a definitive agreement to acquire 100% of the outstanding membership interests in Kashiv BioSciences, LLC (a related party, as described in Note 18. Related Party Transactions in this Quarterly Report on Form 10-Q and Note 22. Related Party Transactions in our 2025 Annual Report on Form 10-K) (“Kashiv”) in a transaction (the “Transaction”) with consideration that includes $375 million of cash and 28,942,108 shares of Class A common stock of the Company at closing, subject to certain purchase price adjustments for cash, and the funding of operations between signing and closing, among others. Consideration also includes up to $350 million in potential contingent payments based on the achievement of certain regulatory milestones in the United States and potential contingent royalties equal to 25% of the amount by which annual aggregate gross profits for certain products exceed specified gross profit hurdle amounts for the corresponding annual royalty periods during the twelve-year period following the closing of the transaction.
The transaction was approved by a vote of the holders of the Company’s common stock not party to the transaction, and the issuance of Class A common stock as consideration was approved by a vote of the Company’s common shareholders on July 31, 2026. Closing of the transaction, which is expected in the third quarter of 2026, remains subject to the satisfaction of customary closing conditions.
Upon closing of the transaction, we will issue 28,942,108 shares of our Class A common stock. As a result, our stockholders will own a smaller percentage of the Company after the acquisition and will thereafter have a reduced voting and economic interest in the Company.
Kashiv is a vertically integrated biopharmaceutical company with numerous commercial and advanced clinical-stage assets and is among the few U.S.-based companies to both manufacture and receive marketing authorization for multiple biosimilars.
Water Damage to India Facility
During the third week of July 2026, severe rain caused water damage to one of our facilities in India. We are currently undertaking remediation efforts and completing repairs. As of the date of this Quarterly Report, we estimate that inventory losses, property damage, remediation costs, and other incremental expenses could range from approximately $10 million to $15 million before any potential insurance recoveries, with most of the impact expected during the second half of 2026. We maintain property and business interruption insurance. The amount and timing of any potential insurance recoveries have not yet been determined. These estimates are preliminary and may change as the assessment and remediation activities continue.
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Since the severe rain and resulting water damage occurred subsequent to June 30, 2026, no amounts related to this event have been recognized in our consolidated financial statements as of and for the three and six months ended June 30, 2026.
We expect production volumes and operating results to be adversely affected during the second half of 2026. In addition, separate from the estimated direct losses and costs described above, we currently estimate that this event could result in approximately $20 million of lost pre-tax profit during the same period. The magnitude of the impact will depend on the timing of repairs and the availability of alternative manufacturing capacity.
Certain Market, Industry, and Geopolitical Factors
The Pharmaceutical Industry
The pharmaceutical industry is highly competitive and highly regulated. As a result, we face a number of industry-specific factors and challenges, which can significantly impact our results. For a more detailed explanation of our business and its risks, refer to our 2025 Annual Report on Form 10-K, as supplemented by Part II, Item 1A “Risk Factors” of our subsequent Quarterly Reports on Form 10-Q.
Inflation
While it is difficult to accurately measure the impact of inflation, we do not currently expect a material impact related to inflation for the year ending December 31, 2026. Notwithstanding our estimates, rising inflationary pressures due to higher input costs (including higher material, transportation, supply, labor and other costs whether as a result of supply chain disruption, tariffs or otherwise) could exceed our expectations, which would further adversely impact our operating results in future periods.
Trade Policy and Tariffs
We are subject to certain trade and tariff requirements imposed by the U.S. and various foreign governments. The great majority of our net sales rely on finished dosage forms (“FDF”) or active pharmaceutical ingredients (“API”) produced in the U.S. or India. We have limited reliance on imports from Europe and China, and no reliance on imports from Mexico or Canada.
Since 2025, the U.S. government has taken a number of actions affecting trade policy for pharmaceuticals, including initiating investigations into pharmaceutical imports and announcing various tariff measures, as discussed in Part II., Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report on Form 10-K. These actions have included the imposition and subsequent invalidation of certain tariffs under the International Emergency Economic Powers Act by the U.S. Supreme Court, as well as the establishment of additional tariffs pursuant to several other authorities that include product‑specific exemptions.
On May 13, 2026, the President announced the findings of a Section 232 investigation into pharmaceutical imports and the imposition of tariffs on certain FDF and API, under which certain branded pharmaceutical products and their APIs are subject to tariffs of up to 100%, with the potential for tariff reductions and various product-, company-, and country-specific exceptions. We are currently evaluating the potential impact of these measures, the ultimate effect of which will depend on the availability and terms of any applicable exceptions, and any additional guidance or actions taken by the Administration. Generic and biosimilar products, as well as their associated APIs, were exempted from this action.
On July 21, 2026, the President announced a preliminary proposal that generic drugs imported into the U.S. would remain subject to no tariffs through July 31, 2028, after which tariffs would increase to 100% for one year and 200% thereafter. As of the date of this Quarterly Report on Form 10-Q, the announced policy has not been formally implemented and significant uncertainties remain regarding its scope, including the treatment of APIs, biosimilars, global supply chains and potential exemptions. Based on the announced timing, we do not expect a material direct impact on our 2026 results; however, if implemented as announced, the tariffs could materially increase the cost of products manufactured by us or third parties outside the U.S., adversely affecting gross margins, product availability and our competitive position. We are evaluating our product-level exposure and potential mitigation actions, including expanding U.S. manufacturing, alternative sourcing, supplier arrangements, pricing actions and portfolio changes, but we cannot currently estimate the impact on our future financial condition, results of operations or cash flows.
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Results of Operations
Comparison of Three Months Ended June 30, 2026 to Three Months Ended June 30, 2025
Consolidated Results
The following table sets forth our summarized, consolidated results of operations for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 796,197 | $ | 724,508 | $ | 71,689 | 9.9 | % | |||||||||||||||
| Cost of goods sold | 461,689 | 438,255 | 23,434 | 5.3 | % | ||||||||||||||||||
| Gross profit | 334,508 | 286,253 | 48,255 | 16.9 | % | ||||||||||||||||||
| Selling, general and administrative | 148,722 | 124,266 | 24,456 | 19.7 | % | ||||||||||||||||||
| Research and development | 39,017 | 47,964 | (8,947) | (18.7) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 2,087 | 2,017 | 70 | 3.5 | % | ||||||||||||||||||
| Acquisition costs | 7,600 | — | 7,600 | nm | |||||||||||||||||||
| Restructuring and other charges | 554 | 1,024 | (470) | (45.9) | % | ||||||||||||||||||
Charges (credit) related to legal matters, net | 8,057 | (390) | 8,447 | nm | |||||||||||||||||||
| Other operating income | (1,298) | — | (1,298) | nm | |||||||||||||||||||
| Operating income | 129,769 | 111,372 | 18,397 | 16.5 | % | ||||||||||||||||||
| Total other expense, net | (58,779) | (59,661) | 882 | (1.5) | % | ||||||||||||||||||
| Income before income taxes | 70,990 | 51,711 | 19,279 | 37.3 | % | ||||||||||||||||||
Provision for income taxes | 1,376 | 16,101 | (14,725) | (91.5) | % | ||||||||||||||||||
| Net income | $ | 69,614 | $ | 35,610 | $ | 34,004 | 95.5 | % | |||||||||||||||
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Net Revenue
Net revenue for the three months ended June 30, 2026 increased 9.9% from the prior year period, primarily due to:
•Growth in our Affordable Medicines segment net revenue of $56.5 million, primarily due to new products launched in 2026 and 2025, which contributed $44.8 million of year-over-year growth, as well as an increase in sales of women’s health medicines due to market conditions, partially offset by price erosion.
•Growth in our Specialty segment net revenue of $21.3 million, primarily driven by increases in sales of CREXONT® ($17.6 million), BREKIYA® autoinjector ($5.5 million), and UNITHROID® ($5.9 million), partially offset by the expected decline in sales of RYTARY®.
•A decline in our AvKARE segment net revenue of $6.1 million, primarily driven by a reduction in our low margin distribution sales, partially offset by expansion in our government label channel from new product introductions.
Cost of Goods Sold and Gross Profit
Cost of goods sold increased 5.3% for the three months ended June 30, 2026 as compared to the prior year period. The increase in cost of goods sold was primarily due to increases in sales volume, plant and freight costs, and inventory obsolescence, partially offset by a reduction in amortization expense.
Gross profit as a percentage of net revenue increased to 42.0% for the three months ended June 30, 2026 from 39.5% in the prior year period primarily due to lower amortization expense and operating leverage from higher sales volume.
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Selling, General, and Administrative
Selling, general, and administrative (“SG&A”) expenses for the three months ended June 30, 2026 increased 19.7% as compared to the prior year period, primarily due to increases in employee compensation and launch costs associated with CREXONT® and BREKIYA® autoinjector.
Research and Development
Research and development (“R&D”) expenses for the three months ended June 30, 2026 decreased 18.7% as compared to the prior year period, primarily driven by a $2.9 million decrease in in-licensing and upfront milestone payments and lower employee compensation costs as a result of operational efficiencies.
Acquisition Costs
Acquisition costs for the three months ended June 30, 2026 were primarily related to professional services fees (e.g., legal, financial advisory, accounting, and consulting) associated with the previously announced agreement to acquire Kashiv (see Note 18. Related Party Transactions).
Charges (Credit) Related to Legal Matters, Net
For the three months ended June 30, 2026, charges related to legal matters, net were $8.1 million, primarily consisting of charges related to antitrust class action litigation. For additional information regarding the antitrust class action litigation, refer to Note 16. Commitments and Contingencies.
Other Operating Income
Other operating income for the three months ended June 30, 2026 was primarily comprised of income earned from the India Production Linked Incentive Scheme for the Pharmaceutical Sector (the “PLI Scheme”).
Total Other Expense, Net
Total other expense, net for the three months ended June 30, 2026 decreased 1.5% as compared to the prior year period. The decrease was primarily driven by a $10.1 million period-over-period decrease in interest expense due to lower interest rates on our variable-rate debt and a $2.0 million period-over-period decrease in the tax receivable agreement charge (refer to Note 4. Income Taxes), partially offset by unfavorable foreign currency movements.
Provision for Income Taxes
For the three months ended June 30, 2026, our provision for income taxes and effective tax rate were $1.4 million and 1.9%, respectively, as compared to $16.1 million and 31.1%, respectively, for the three months ended June 30, 2025. The period-over-period change in the provision for income taxes was primarily due to the tax impacts from changes in the level and jurisdictional mix of income, the impact of the One Big Beautiful Bill Act (enacted in July 2025), and discrete items related to share-based compensation in the current period.
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Affordable Medicines
The following table sets forth results of operations for our Affordable Medicines segment for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 489,913 | $ | 433,425 | $ | 56,488 | 13.0 | % | |||||||||||||||
| Cost of goods sold | 282,684 | 252,646 | 30,038 | 11.9 | % | ||||||||||||||||||
| Gross profit | 207,229 | 180,779 | 26,450 | 14.6 | % | ||||||||||||||||||
| Selling, general and administrative | 42,367 | 34,226 | 8,141 | 23.8 | % | ||||||||||||||||||
| Research and development | 33,023 | 41,899 | (8,876) | (21.2) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 2,002 | 1,978 | 24 | 1.2 | % | ||||||||||||||||||
| Restructuring and other charges | — | 683 | (683) | nm | |||||||||||||||||||
Charges (credit) related to legal matters, net | 8,057 | (390) | 8,447 | nm | |||||||||||||||||||
| Other operating income | (1,298) | — | (1,298) | nm | |||||||||||||||||||
| Operating income | $ | 123,078 | $ | 102,383 | $ | 20,695 | 20.2 | % | |||||||||||||||
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Net Revenue
Affordable Medicines net revenue for the three months ended June 30, 2026 increased 13.0% as compared to the prior year period, primarily due to new products launched in 2026 and 2025, which contributed $44.8 million of year-over-year growth, as well as an increase in sales of women’s health medicines due to market conditions, partially offset by price erosion.
Cost of Goods Sold and Gross Profit
Affordable Medicines cost of goods sold for the three months ended June 30, 2026 increased 11.9% as compared to the prior year period, primarily due to increases in sales volume, plant and freight costs, and inventory obsolescence.
Affordable Medicines gross profit as a percentage of net revenue increased to 42.3% for the three months ended June 30, 2026 from 41.7% in the prior year period, primarily due to favorable product mix from recently launched products and higher sales volumes, partially offset by increased plant and freight costs and inventory obsolescence.
Selling, General, and Administrative
Affordable Medicines SG&A expense for the three months ended June 30, 2026 increased 23.8% as compared to the prior year period, primarily due to increases in employee compensation, regulatory fees, and freight costs.
Research and Development
Affordable Medicines R&D expenses for the three months ended June 30, 2026 decreased 21.2% as compared to the prior year period, primarily driven by a $2.9 million decrease in in-licensing and upfront milestone payments and lower employee compensation costs as a result of operational efficiencies.
Charges (Credit) Related to Legal Matters, Net
For the three months ended June 30, 2026, charges related to legal matters, net were $8.1 million, primarily consisting of charges related to antitrust class action litigation. For additional information regarding the antitrust class action litigation, refer to Note 16. Commitments and Contingencies.
Other Operating Income
Other operating income for the three months ended June 30, 2026 was primarily comprised of income earned from the PLI Scheme.
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Specialty
The following table sets forth results of operations for our Specialty segment for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 149,295 | $ | 128,043 | $ | 21,252 | 16.6 | % | |||||||||||||||
| Cost of goods sold | 48,265 | 55,795 | (7,530) | (13.5) | % | ||||||||||||||||||
| Gross profit | 101,030 | 72,248 | 28,782 | 39.8 | % | ||||||||||||||||||
| Selling, general and administrative | 40,095 | 30,314 | 9,781 | 32.3 | % | ||||||||||||||||||
| Research and development | 5,994 | 6,065 | (71) | (1.2) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 85 | 39 | 46 | 117.9 | % | ||||||||||||||||||
| Restructuring and other charges | — | 341 | (341) | (100.0) | % | ||||||||||||||||||
| Operating income | $ | 54,856 | $ | 35,489 | $ | 19,367 | 54.6 | % | |||||||||||||||
Net Revenue
Specialty net revenue for the three months ended June 30, 2026 increased 16.6% compared to the prior year period, primarily driven by increases in sales of CREXONT® ($17.6 million), BREKIYA® autoinjector ($5.5 million), and UNITHROID® ($5.9 million), partially offset by the expected decline in sales of RYTARY®.
Cost of Goods Sold and Gross Profit
Specialty cost of goods sold for the three months ended June 30, 2026 decreased 13.5% compared to the prior year period, primarily due to a reduction in amortization expense of $14.1 million and revenue mix, partially offset by increased sales volume.
Specialty gross profit as a percentage of net revenue increased to 67.7% for the three months ended June 30, 2026 as compared to 56.4%, primarily as a result of the factors noted above.
Selling, General, and Administrative
Specialty SG&A expense for the three months ended June 30, 2026 increased 32.3% as compared to the prior year period, primarily due to increased launch costs associated with CREXONT® and BREKIYA® autoinjector, as well as increased employee compensation.
Research and Development
Specialty R&D expense for the three months ended June 30, 2026 decreased 1.2% as compared to the prior year period, primarily due to increased operational efficiencies.
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AvKARE
The following table sets forth results of operations for our AvKARE segment for the three months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 156,989 | $ | 163,040 | $ | (6,051) | (3.7) | % | |||||||||||||||
| Cost of goods sold | 130,740 | 129,814 | 926 | 0.7 | % | ||||||||||||||||||
| Gross profit | 26,249 | 33,226 | (6,977) | (21.0) | % | ||||||||||||||||||
| Selling, general and administrative | 16,913 | 15,079 | 1,834 | 12.2 | % | ||||||||||||||||||
| Operating income | $ | 9,336 | $ | 18,147 | $ | (8,811) | (48.6) | % | |||||||||||||||
Net Revenue
AvKARE net revenue for the three months ended June 30, 2026 decreased 3.7% as compared to the prior year period, primarily driven by a reduction in our low margin distribution sales, partially offset by expansion in our government label channel from new product introductions.
Cost of Goods Sold and Gross Profit
AvKARE cost of goods sold for the three months ended June 30, 2026 increased 0.7% as compared to the prior year period, primarily due to an increase in inventory obsolescence of $5.6 million and higher sales in our government label channel, partially offset by reduced sales in our low margin distribution channel.
Gross profit as a percentage of net revenue decreased to 16.7% for the three months ended June 30, 2026 from 20.4% in the prior year period, primarily as a result of the factors noted above.
Selling, General and Administrative
AvKARE SG&A expense for the three months ended June 30, 2026 increased 12.2% as compared to the prior year period, primarily due to increased employee compensation.
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Comparison of Six Months Ended June 30, 2026 to Six Months Ended June 30, 2025
Consolidated Results
The following table sets forth our summarized, consolidated results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 1,518,716 | $ | 1,419,928 | $ | 98,788 | 7.0 | % | |||||||||||||||
| Cost of goods sold | 864,095 | 877,784 | (13,689) | (1.6) | % | ||||||||||||||||||
| Gross profit | 654,621 | 542,144 | 112,477 | 20.7 | % | ||||||||||||||||||
| Selling, general and administrative | 287,582 | 242,554 | 45,028 | 18.6 | % | ||||||||||||||||||
| Research and development | 77,400 | 88,004 | (10,604) | (12.0) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 3,629 | 3,784 | (155) | (4.1) | % | ||||||||||||||||||
| Acquisition costs | 12,753 | — | 12,753 | nm | |||||||||||||||||||
| Restructuring and other charges | 1,204 | 1,595 | (391) | (24.5) | % | ||||||||||||||||||
| Charges (credit) related to legal matters, net | 8,751 | (390) | 9,141 | nm | |||||||||||||||||||
| Other operating income | (8,239) | (5,122) | (3,117) | 60.9 | % | ||||||||||||||||||
| Operating income | 271,541 | 211,719 | 59,822 | 28.3 | % | ||||||||||||||||||
| Total other expense, net | (120,375) | (122,522) | 2,147 | (1.8) | % | ||||||||||||||||||
| Income before income taxes | 151,166 | 89,197 | 61,969 | 69.5 | % | ||||||||||||||||||
| Provision for income taxes | 3,552 | 28,969 | (25,417) | (87.7) | % | ||||||||||||||||||
| Net income | $ | 147,614 | $ | 60,228 | $ | 87,386 | 145.1 | % | |||||||||||||||
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Net Revenue
Net revenue for the six months ended June 30, 2026 increased 7.0% from the prior year period primarily due to:
•Growth in our Affordable Medicines segment net revenue of $65.0 million, primarily due to new products launched in 2026 and 2025, which contributed $45.2 million of year-over-year growth, as well as increases in sales of women’s health and attention deficit hyperactivity disorder medicines due to market conditions, partially offset by price erosion.
•Growth in our Specialty segment net revenue of $46.2 million, primarily driven by increases in sales of CREXONT® ($29.8 million), BREKIYA® autoinjector ($10.1 million), and UNITHROID® ($8.5 million), partially offset by the expected decline in sales of RYTARY®.
•Decline in our AvKARE segment net revenue of $12.4 million, primarily driven by a reduction in our low margin distribution sales, partially offset by expansion in our government label channel from new product introductions.
Cost of Goods Sold and Gross Profit
Cost of goods sold for the six months ended June 30, 2026 decreased 1.6% compared to the prior year period. The decrease in cost of goods sold was primarily due to the mix of revenues, including a reduction in low margin distribution sales, increased manufacturing efficiencies, and a reduction in amortization expense of $26.0 million, partially offset by increases in sales volume, plant and freight costs, and inventory obsolescence.
Gross profit as a percentage of net revenue increased to 43.1% for the six months ended June 30, 2026 from 38.2% in the prior year period, primarily as a result of the factors noted above.
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Selling, General, and Administrative
SG&A expenses for the six months ended June 30, 2026 increased 18.6% as compared to the prior year period, primarily due to increases in employee compensation and launch costs associated with CREXONT® and BREKIYA® autoinjector.
Research and Development
R&D expenses for the six months ended June 30, 2026 decreased 12.0% as compared to the prior year period, primarily driven by a $5.6 million reduction in in-licensing and upfront milestone payments, lower employee compensation costs and other overhead reductions due to operational efficiencies, partially offset by increased project spend.
Acquisition Costs
Acquisition costs for the six months ended June 30, 2026 were primarily related to professional services fees (e.g., legal, due diligence, financial advisory, accounting, and consulting) associated with the previously announced agreement to acquire Kashiv (see Note 18. Related Party Transactions).
Charges (Credit) Related to Legal Matters, Net
For the six months ended June 30, 2026, charges related to legal matters, net were $8.8 million, primarily consisting of (i) a $21.2 million charge associated with certain states electing a 25% cash conversion in lieu of product under the Nationwide Opioids Settlement Agreement, partially offset by a $20.8 million discount recorded on the expected settlement payments as of the agreement’s effective date and (ii) charges associated with antitrust class action litigation. For additional information regarding the Nationwide Opioids Settlement Agreement and antitrust class action litigation, refer to Note 16. Commitments and Contingencies.
Other Operating Income
Other operating income for the six months ended June 30, 2026 was primarily comprised of a $6.9 million gain recognized during the first quarter of 2026 from the derecognition of the financing obligation associated with a contract with Pfizer and income earned from the PLI Scheme. Refer to Note 3. Alliance and Collaboration for additional information about our contract with Pfizer.
Other operating income for the six months ended 2025 was comprised of income earned from the PLI Scheme.
Total Other Expense, Net
Total other expense, net for the six months ended June 30, 2026 decreased 1.8% as compared to the prior year period. The decrease was driven by a period-over-period decrease in the tax receivable agreement charge of $15.0 million (refer to Note 4. Income Taxes) and a $13.6 million period-over-period decrease in interest expense due to lower rates on our variable-rate debt, partially offset by a $3.5 million loss on refinancing in the first quarter of 2026 and unfavorable foreign currency movements.
Provision for Income Taxes
For the six months ended June 30, 2026, our provision for income taxes and effective tax rate were $3.6 million and 2.3%, respectively, as compared to $29.0 million and 32.5%, respectively, for the six months ended June 30, 2025. The period-over-period change in the provision for income taxes was primarily due to the tax impacts from changes in the level and jurisdictional mix of income, the impact of the One Big Beautiful Bill Act, and discrete items related to share-based compensation in the current period.
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Affordable Medicines
The following table sets forth results of operations for our Affordable Medicines segment for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 913,150 | $ | 848,133 | $ | 65,017 | 7.7 | % | |||||||||||||||
| Cost of goods sold | 515,128 | 495,279 | 19,849 | 4.0 | % | ||||||||||||||||||
| Gross profit | 398,022 | 352,854 | 45,168 | 12.8 | % | ||||||||||||||||||
| Selling, general and administrative | 83,685 | 67,941 | 15,744 | 23.2 | % | ||||||||||||||||||
| Research and development | 66,309 | 72,879 | (6,570) | (9.0) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 3,495 | 3,691 | (196) | (5.3) | % | ||||||||||||||||||
| Restructuring and other charges | — | 683 | (683) | nm | |||||||||||||||||||
Charges (credit) related to legal matters, net | 8,751 | (390) | 9,141 | nm | |||||||||||||||||||
| Other operating income | (8,239) | (5,122) | (3,117) | 60.9 | % | ||||||||||||||||||
| Operating income | $ | 244,021 | $ | 213,172 | $ | 30,849 | 14.5 | % | |||||||||||||||
nm - not meaningful
Net Revenue
Affordable Medicines net revenue for the six months ended June 30, 2026 increased 7.7% as compared to the prior year period, primarily due to new products launched in 2026 and 2025, which contributed $45.2 million of year-over-year growth, as well as increases in sales of women’s health and attention deficit hyperactivity disorder medicines due to market conditions, partially offset by price erosion.
Cost of Goods Sold and Gross Profit
Affordable Medicines cost of goods sold for the six months ended June 30, 2026 increased 4.0% as compared to the prior year period, primarily due to increases in sales volume, plant and freight costs, and inventory obsolescence, partially offset by favorable product mix and manufacturing efficiencies.
Affordable Medicines gross profit as a percentage of net revenue increased to 43.6% for the six months ended June 30, 2026 from 41.6% in the prior year period, primarily as a result of the factors noted above.
Selling, General, and Administrative
Affordable Medicines SG&A expense for the six months ended June 30, 2026 increased 23.2% as compared to the prior year period, primarily due to increases in employee compensation, regulatory fees, freight costs, and costs related to our international expansion.
Research and Development
Affordable Medicines R&D expenses for the six months ended June 30, 2026 decreased 9.0% as compared to the prior year period, primarily driven by a $2.6 million reduction in in-licensing and upfront milestone payments, lower employee compensation costs and other overhead reductions due to operational efficiencies, partially offset by increased project spend.
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Charges (Credit) Related to Legal Matters, Net
For the six months ended June 30, 2026, charges related to legal matters, net were $8.8 million, primarily consisting of (i) a $21.2 million charge associated with certain states electing a 25% cash conversion in lieu of product under the Nationwide Opioids Settlement Agreement, partially offset by a $20.8 million discount recorded on the expected settlement payments as of the agreement’s effective date and (ii) charges associated with antitrust class action litigation. For additional information regarding the Nationwide Opioids Settlement Agreement and antitrust class action litigation, refer to Note 16. Commitments and Contingencies.
Other Operating Income
Other operating income for the six months ended June 30, 2026 was primarily comprised of a $6.9 million gain recognized during the first quarter of 2026 from the derecognition of the financing obligation associated with a contract with Pfizer, and income earned from the PLI Scheme. Refer to Note 3. Alliance and Collaboration for additional information about our contract with Pfizer.
Other operating income for the six months ended 2025 was comprised of income earned from the PLI Scheme.
Specialty
The following table sets forth results of operations for our Specialty segment for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 282,560 | $ | 236,340 | $ | 46,220 | 19.6 | % | |||||||||||||||
| Cost of goods sold | 91,285 | 108,878 | (17,593) | (16.2) | % | ||||||||||||||||||
| Gross profit | 191,275 | 127,462 | 63,813 | 50.1 | % | ||||||||||||||||||
| Selling, general and administrative | 74,786 | 61,292 | 13,494 | 22.0 | % | ||||||||||||||||||
| Research and development | 11,091 | 15,125 | (4,034) | (26.7) | % | ||||||||||||||||||
| Intellectual property legal development expenses | 134 | 93 | 41 | 44.1 | % | ||||||||||||||||||
| Restructuring and other charges | 347 | 471 | (124) | (26.3) | % | ||||||||||||||||||
| Operating income | $ | 104,917 | $ | 50,481 | $ | 54,436 | 107.8 | % | |||||||||||||||
Net Revenue
Specialty net revenue for the six months ended June 30, 2026 increased 19.6% as compared to the prior year period, primarily driven by increases in sales of CREXONT® ($29.8 million), BREKIYA® autoinjector ($10.1 million), and UNITHROID® ($8.5 million), partially offset by the expected decline in sales of RYTARY®.
Cost of Goods Sold and Gross Profit
Specialty cost of goods sold for the six months ended June 30, 2026 decreased 16.2% as compared to the prior year period, primarily due to a reduction in amortization expense of $28.0 million and revenue mix, partially offset by increased sales volume.
Specialty gross profit as a percentage of net revenue increased to 67.7% for the six months ended June 30, 2026 as compared to 53.9%, primarily as a result of the factors noted above.
Selling, General, and Administrative
Specialty SG&A expense for the six months ended June 30, 2026 increased 22.0% as compared to the prior year period, primarily due to increased launch costs associated with CREXONT® and BREKIYA® autoinjector, as well as increased employee compensation.
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Research and Development
Specialty R&D expenses for the six months ended June 30, 2026 decreased 26.7% as compared to the prior year period, primarily due to decreased in-licensing and upfront milestone payments of $3.0 million.
AvKARE
The following table sets forth results of operations for our AvKARE segment for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net revenue | $ | 323,006 | $ | 335,455 | $ | (12,449) | (3.7) | % | |||||||||||||||
| Cost of goods sold | 257,682 | 273,627 | (15,945) | (5.8) | % | ||||||||||||||||||
| Gross profit | 65,324 | 61,828 | 3,496 | 5.7 | % | ||||||||||||||||||
| Selling, general and administrative | 33,593 | 30,773 | 2,820 | 9.2 | % | ||||||||||||||||||
| Operating income | $ | 31,731 | $ | 31,055 | $ | 676 | 2.2 | % | |||||||||||||||
Net Revenue
AvKARE net revenue for the six months ended June 30, 2026 decreased 3.7% as compared to the prior year period primarily driven by a reduction in our low margin distribution sales, partially offset by expansion in our government label channel from new product introductions.
Cost of Goods Sold and Gross Profit
AvKARE cost of goods sold for the six months ended June 30, 2026 decreased 5.8% as compared to the prior year period primarily due to reduced sales in our low margin distribution channel, partially offset by higher sales in our government label channel.
Gross profit as a percentage of net revenue increased to 20.2% for the six months ended June 30, 2026 from 18.4% in the prior year period, primarily as a result of the factors noted above.
Selling, General and Administrative
AvKARE SG&A expense for the six months ended June 30, 2026 increased 9.2% as compared to the prior year period, primarily due to increased employee compensation.
Liquidity and Capital Resources
Our primary source of liquidity is cash generated from operations, available cash on hand, and borrowings under debt financing arrangements as discussed and defined in Note 12. Debt in this Quarterly Report on Form 10-Q and in Note 14. Debt in our 2025 Annual Report on Form 10-K. As of June 30, 2026, we had access to $495.2 million of available capacity under our 2025 Revolving Credit Facility and $125.0 million of available capacity under the Amended and Restated Rondo Revolving Credit Facility. On July 31, 2026, we borrowed $30.0 million under our 2025 Revolving Credit Facility for working capital needs and other general corporate purposes. On August 5, 2026, we borrowed an additional $150.0 million under our 2025 Revolving Credit Facility in anticipation of funding a portion of the cash consideration payable upon the closing of the Kashiv acquisition. The consummation of the acquisition remains subject to the satisfaction or waiver of customary closing conditions and is expected to occur during the third quarter of 2026. As of the date of filing of this Quarterly Report on Form 10-Q, after giving effect to these borrowings, approximately $315.2 million remained available under the 2025 Revolving Credit Facility.
We believe these sources are sufficient to fund our planned operations, meet our interest and contractual obligations, including acquisitions, and provide sufficient liquidity over the next 12 months from the date of filing of this Quarterly Report on Form 10-Q. However, our ability to satisfy our working capital requirements and debt obligations will depend upon economic conditions, the impact of international trade policy, including tariffs, our ability to negotiate and maintain satisfactory terms under our borrowing and debt facilities in the future, and demand for our products, which are factors that may be out of our
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control. Our primary uses of capital resources are to fund operating activities, including R&D expenses associated with new product filings, and pharmaceutical product manufacturing expenses, license payments, spending on production facility expansions, capital equipment, acquisitions, and legal settlements.
We estimate that we will invest approximately $150.0 million during 2026 for capital expenditures and associated deposits to support and grow our existing operations, primarily related to investments in manufacturing equipment, information technology, and facilities.
Agreement to Acquire Kashiv Biosciences, LLC
As discussed in the section titled “Overview” in Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q, on April 21, 2026, we entered into a definitive agreement to acquire Kashiv, which is expected to close in the third quarter of 2026. At closing, we expect to fund the cash portion of the purchase price of $375 million, subject to certain adjustments including for cash, the funding of operations between signing and closing (subject to a specified cap, calculated on the basis of the period from the date of the purchase agreement until the closing), indebtedness, transaction expenses and working capital fluctuations (relative to a target). In addition, we expect to incur post-closing integration costs.
Although these amounts had not been incurred as of June 30, 2026, they represent known cash requirements that are reasonably likely to be incurred in connection with the closing of the acquisition and the integration of Kashiv. We currently expect to fund these requirements through a combination of cash on hand and long-term borrowings.
Debt Instruments
Over the next 12 months, we expect to make substantial payments, including monthly interest and quarterly principal amounts for our Term Loan Due 2032, semi-annual interest payments on our Senior Notes Due 2032, and contractual payments for leased premises. Refer to Note 12. Debt and Note 20. Subsequent Events in this Quarterly Report on Form 10-Q and Note 14. Debt, Note 16. Leases, and Commitments and Contractual Obligations under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K for additional information. In addition, to finance the planned acquisition of Kashiv, we have utilized a portion of our revolving credit facility and expect to borrow additional funds, which will increase our interest expense and interest payments.
On August 3, 2026, we entered into a repricing amendment governing our Term Loan Due 2032, which reduced the applicable interest rate margins on the Term Loan Due 2032 by 50 basis points to 2.50% per annum for SOFR benchmark rate loans and 1.50% per annum for base rate loans.
Nationwide Opioids Settlement Agreement
The Nationwide Opioids Settlement Agreement became effective on January 29, 2026, and we made our first installment payment of $23.8 million to the settlement administrator on that date. We made an additional installment payment of $12.1 million on February 26, 2026.
We expect to make future cash payments of $97.6 million through March 2034, including $12.7 million on March 1, 2027. Refer to Note 16. Commitments and Contingencies in this Quarterly Report on Form 10-Q for additional information.
Tax Receivable Agreement
As of June 30, 2026, the contingent tax receivable agreement (“TRA”) liability was approximately $129.0 million. During the six months ended June 30, 2026 and 2025, we made payments of $38.8 million and $3.0 million, respectively, associated with the TRA.
The timing and amount of any payments under the TRA may vary, depending upon a number of factors including the timing and amount of our taxable income, and the corporate tax rate in effect at the time of realization of our taxable income. The timing and amount of payments may also be accelerated under certain conditions, such as a change of control or other early termination event, which could give rise to our obligation to make TRA payments in advance of tax benefits being realized. For further information, including our recognized current and long-term liabilities for the TRA, refer to Note 4. Income Taxes in this Quarterly Report on Form 10-Q and Item 1A. Risk Factors and Note 5. Income Taxes in our 2025 Annual Report on Form 10-K.
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Tax-Related and Other Distributions
In 2020, we acquired a 65.1% controlling interest in both AvKARE Inc., a Tennessee corporation, now a limited liability company (“AvKARE, LLC”), and Dixon-Shane, LLC d/b/a R&S Northeast LLC, a Kentucky limited liability company (“R&S”). The sellers of AvKARE, LLC and R&S (the “AvKARE Sellers”) hold the remaining 34.9% interest (the “Rondo Class B Units”) in the holding company that directly owns the acquired companies (“Rondo”). We attribute 34.9% of the net income or loss associated with Rondo to redeemable non-controlling interests. During the six months ended June 30, 2026 and 2025, we made cash tax and other distributions of $21.1 million and $25.0 million, respectively, to the AvKARE Sellers.
Rondo Redeemable Non-Controlling Interests
Beginning January 1, 2026, the holders of the Rondo Class B Units have a put right to require us to purchase their units for a purchase price that is based on a multiple of Rondo’s earnings before income taxes, depreciation, and amortization, subject to the satisfaction of certain financial targets and other conditions. As of June 30, 2026, no conditions have been met that would make redemption probable or otherwise certain.
Cash Balances
As of June 30, 2026, our cash and cash equivalents consist of cash on deposit and highly liquid investments. A portion of our cash flows are derived outside the U.S. As a result, we are subject to market risk associated with changes in foreign exchange rates. We maintain cash balances at both U.S. based and foreign country based commercial banks. At various times during the year, our cash balances held in the U.S. may exceed amounts that are insured by the Federal Deposit Insurance Corporation. We make our investments in accordance with our investment policy. The primary objectives of our investment policy are liquidity and safety of principal.
Cash Flows
The following table sets forth our summarized, consolidated cash flows for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended June 30, | Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Net cash (used in) provided by: | |||||||||||||||||||||||
| Operating activities | $ | (47,987) | $ | 91,227 | $ | (139,214) | (152.6) | % | |||||||||||||||
| Investing activities | (144,452) | (44,345) | (100,107) | nm | |||||||||||||||||||
| Financing activities | 20,306 | (80,853) | 101,159 | (125.1) | % | ||||||||||||||||||
| Effect of exchange rate changes on cash | (1,187) | (777) | (410) | 52.8 | % | ||||||||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | $ | (173,320) | $ | (34,748) | $ | (138,572) | nm | ||||||||||||||||
nm - not meaningful
Cash Flows from Operating Activities
Net cash used in operating activities was $48.0 million for the six months ended June 30, 2026 as compared to net cash provided by operating activities of $91.2 million in the prior year period. The period-over-period decrease was primarily driven by working capital outflows in the current period, including (i) $35.9 million of litigation settlement payments related to the Nationwide Opioids Settlement Agreement (refer to Note 16. Commitments and Contingencies in this Quarterly Report on Form 10-Q for additional information), (ii) $38.8 million paid relating to our TRA liability, (iii) unfavorable collections of trade accounts receivable due to timing and (iv) increases in inventories to support key growth initiatives, partially offset by higher profitability adjusted for non-cash items.
Cash Flows from Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was $144.5 million as compared to $44.3 million in the prior year period. The period-over-period increase was primarily driven by a $75.0 million upfront payment that was
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capitalized as a product rights intangible asset (refer to Note 3. Alliance and Collaboration in this Quarterly Report on Form 10-Q for additional information) and increased deposits for the future acquisition of property, plant and equipment.
Cash Flows from Financing Activities
Net cash provided by financing activities was $20.3 million for the six months ended June 30, 2026 as compared to net cash used in financing activities of $80.9 million in the prior year period. The period-over-period increase in net cash provided by financing activities was primarily driven by a $120.5 million increase in net cash inflows from debt and financing activities, as well as a decrease in tax and other distributions to non-controlling interests of $3.9 million, partially offset by an increase in employee payroll tax withholdings on restricted stock unit vesting of $22.7 million.
Commitments and Contractual Obligations
Our contractual obligations are set forth in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report on Form 10-K. As of June 30, 2026, there have been no material changes to the disclosure presented in our 2025 Annual Report on Form 10-K, except for items discussed above in the section titled “Liquidity and Capital Resources” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
Critical Accounting Policies and Estimates
For a discussion of our critical accounting policies and estimates, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K. There have been no material changes to the disclosures presented in our 2025 Annual Report on Form 10-K.
Recently Issued Accounting Standards
Recently issued accounting standards are discussed in Note 1. Summary of Significant Accounting Policies.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has not been any material change in our assessment of market risk as set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk, in our 2025 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2026, there were no changes in our internal control over financial reporting which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on the Effectiveness of Controls
Management, including our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our disclosure controls and procedures or our system of internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, assurance that the objectives of the system of internal control are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings
Information pertaining to legal proceedings can be found in Note 16. Commitments and Contingencies in this Quarterly Report on Form 10-Q and is incorporated by reference herein.
Item 1A. Risk Factors
Other than as set forth below, there have been no material changes to the disclosures presented in our 2025 Annual Report on Form 10-K under Item 1A. Risk Factors, as supplemented by the disclosure presented in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 7, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
| Exhibit No. | Description of Document | |||||||
2.1 | Membership Interest Purchase Agreement by and among Amneal Pharmaceuticals, Inc., Kashiv Biosciences, LLC, KB Seller Representative, LLC and the sellers named therein, dated as of April 21, 2026 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 22, 2026).*** | |||||||
10.1 | Restrictive Covenants Agreement by and between Amneal Pharmaceuticals, Inc. and Chirag Patel, dated as of April 21, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2026). | |||||||
10.2 | Restrictive Covenants Agreement by and between Amneal Pharmaceuticals, Inc. and Chintu Patel, dated as of April 21, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 22, 2026). | |||||||
31.1 | Certification of the Co - Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
31.2 | Certification of the Co - Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
31.3 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||||||
32.1 | Certification of the Co - Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||
32.2 | Certification of the Co - Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||
32.3 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |||||||
| 101 | The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Stockholders’ (Deficiency) Equity and (vi) Notes to Consolidated Financial Statements.* | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| * | Filed herewith | ||||
| ** | This certificate is being furnished solely to accompany the 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 Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. | ||||
*** | The related exhibits and schedules to the Membership Interest Purchase Agreement are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 6, 2026 | Amneal Pharmaceuticals, Inc. | |||||||
| (Registrant) | ||||||||
| By: | /s/ Anastasios Konidaris | |||||||
| Anastasios Konidaris | ||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
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