Amneal (NASDAQ: AMRX) buys Kashiv and raises 2026 EBITDA, EPS and cash flow guidance
Rhea-AI Filing Summary
Amneal Pharmaceuticals agreed to acquire 100% of Kashiv BioSciences, paying $375 million in cash and issuing 28,942,108 Class A shares at closing, plus up to $350 million in regulatory milestone payments and potential royalties based on future gross profits.
The deal, expected to close in the second half of 2026 subject to shareholder and regulatory approvals, is intended to create a scaled, fully integrated global biosimilars platform. An independent conflicts committee approved the transaction terms and will recommend that stockholders approve the stock issuance and Purchase Agreement.
Alongside the deal, Amneal reported strong preliminary Q1 2026 results, with net revenue of $723 million, net income of $78 million and adjusted EBITDA of $202 million, and raised 2026 guidance for adjusted EBITDA, adjusted diluted EPS and operating cash flow.
Positive
- Strong operating momentum: Preliminary Q1 2026 net revenue grew to $723 million (4% YoY), adjusted EBITDA to $202 million (19% YoY), and adjusted diluted EPS to $0.27 (29% YoY), with gross margin expanding to 44.3%.
- Guidance raised: 2026 standalone adjusted EBITDA guidance increased to $740–$770 million and operating cash flow to $350–$400 million, reflecting higher expected profitability and cash generation.
- Strategic biosimilars expansion: The Kashiv acquisition adds a fully integrated biosimilars platform with potential up to $350 million in regulatory milestones and 25% royalties on certain products, targeting a projected $300 billion biologics LOE opportunity.
Negative
- None.
Insights
Large biosimilars acquisition plus strong Q1 and higher 2026 guidance signal a more growth‑oriented profile for Amneal.
Amneal is buying Kashiv BioSciences for $375 million in cash, 28,942,108 shares and up to $350 million in regulatory milestones, plus a 25% royalty on certain future gross profits. This adds end‑to‑end biosimilars R&D and manufacturing capabilities ahead of a projected $300 billion global biologics loss‑of‑exclusivity wave.
Q1 2026 preliminary net revenue rose to $723 million from $695 million, while adjusted EBITDA increased to $202 million and adjusted diluted EPS to $0.27. Gross margin expanded to 44.3%, aided by mix shift toward higher‑margin products.
The company lifted 2026 standalone adjusted EBITDA guidance to $740–$770 million and operating cash flow to $350–$400 million, while net leverage stood at about 3.5x adjusted EBITDA over the last twelve months. Actual outcomes will depend on regulatory approvals, shareholder votes and execution on both integration and the biosimilars pipeline.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Adjusted EBITDA financial
Adjusted diluted EPS financial
tax receivable agreement liability financial
biosimilars technical
Earnings Snapshot
For 2026, Amneal reaffirmed net revenue guidance of $3.05–$3.15 billion and raised adjusted EBITDA to $740–$770 million, adjusted diluted EPS to $0.95–$1.05, and operating cash flow to $350–$400 million, with operating cash flow excluding discrete items at $375–$425 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Membership Interest Purchase Agreement
On April 21, 2026, Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Amneal”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Kashiv BioSciences, LLC (“Kashiv”), KB Seller Representative, LLC (the “Seller Representative”) and the equityholders of Kashiv named therein (the “Sellers”), pursuant to which, among other matters and on the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to acquire from the Sellers 100% of the outstanding membership interests of Kashiv (the “Acquisition”). Pursuant to the Purchase Agreement, at the closing of the Acquisition (the “Closing”), the Company will (i) pay to the Sellers $375,000,000 in cash and (ii) issue to the Sellers 28,942,108 shares of Class A common stock, par value $0.01 per share, of the Company (the “Stock Consideration”) subject, in the case of clause (i), to certain purchase price 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). The Sellers will also be eligible to receive up to an additional $350,000,000 in potential contingent payments from the Company upon the achievement of certain regulatory milestones in the United States for up to six designated Kashiv product candidates. In addition, during the 12-year period following the Closing, the Sellers will be eligible to receive certain potential contingent royalty payments from the Company 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 period.
Certain of the Sellers are affiliates of the Amneal Group (as defined in Amneal’s proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 25, 2026). Amneal’s independent Conflicts Committee of the Board of Directors of the Company, composed of five independent directors (the “Independent Committee”), was charged with and directed the negotiation of the Purchase Agreement and the transactions contemplated thereby and, prior to the Company’s entry into the Purchase Agreement, the Independent Committee unanimously determined that the Purchase Agreement and the transactions contemplated thereby are advisable and fair to, and in the best interests of, the Company and the Company’s stockholders (including the Buyer Disinterested Stockholders (as defined in the Purchase Agreement)) and resolved to recommend that the Company’s stockholders adopt and approve the stock issuance and the Purchase Agreement and the transactions contemplated thereby.
The Acquisition is not subject to any financing condition and is expected to be consummated in the second half of 2026, subject to, among other things, the satisfaction of certain closing conditions, including (i) the absence of any law or order that restrains, enjoins or otherwise prohibits the consummation of the Acquisition, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of certain other required regulatory approvals, (iv) the approval of (A) the issuance of the Stock Consideration by the Company by the affirmative vote of a majority of votes cast by the holders of Company common stock and (B) the approval of the Purchase Agreement and the transactions contemplated thereby by the affirmative vote of a majority of votes cast by the Buyer Disinterested Stockholders, and (v) the accuracy of each party’s representations and warranties (subject to certain materiality qualifiers) and each party’s material compliance with its covenants.
The Purchase Agreement contains certain representations, warranties, covenants and agreements of the Sellers, the Company and Kashiv, including covenants by the Company and Kashiv to use commercially reasonable efforts to take actions necessary to obtain required regulatory approvals, provided that the parties are not required to commit to or effect the sale, license or other disposition of assets or businesses, modify existing business relationships, take actions that limit any freedom of action with respect to businesses, product lines or assets or agree to other structural or behavioral remedies. During the period from the date of the Purchase Agreement to the Closing, Kashiv has agreed, as to itself and its subsidiaries, to, subject to certain exceptions, conduct its business in the ordinary course of business and not take certain specified actions without the Company’s written consent.
Subject to certain limitations, each of the Company and the Seller Representative may terminate the Purchase Agreement if the Acquisition is not consummated by November 17, 2026 (the “Outside Date”), provided, however, that if on such date, certain required regulatory approvals have not been obtained but all other conditions to Closing (other than conditions which by their nature are to be satisfied at the Closing) have been satisfied or waived, the Outside Date will be automatically extended to January 12, 2027.
The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.1. The Purchase Agreement has been incorporated herein by reference to provide information regarding the terms of the Purchase Agreement and is not intended to modify or supplement any factual disclosures about the Company or Kashiv in any public reports filed with the SEC by the Company. In particular, the assertions embodied in the representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement, were solely for the benefit of the parties to the Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure schedules provided by each of Kashiv and the Company in connection with the signing of the Purchase Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, the representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Company and Kashiv, rather than establishing matters of fact. Accordingly, the representations and warranties in the Purchase Agreement may not constitute the actual state of facts about the Company or Kashiv. The representations and warranties set forth in the Purchase Agreement may also be subject to a contractual standard of materiality different from that generally applicable to investors under federal securities laws or otherwise. Therefore, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses.
First Amendment to the Third Amended and Restated Stockholders Agreement
In connection with the Purchase Agreement, substantially concurrently with the consummation of the Acquisition, the Company has agreed to enter into a First Amendment to the Third Amended and Restated Stockholders Agreement (the “Stockholders Agreement Amendment”) with Vikram Patel, in his capacity as the Amneal Group Representative (as defined in the Third Amended and Restated Stockholders Agreement, dated November 7, 2023, by and among the Company, Amneal Intermediate Inc., Amneal Pharmaceuticals LLC, and the other parties named therein) (the “Stockholders Agreement”)) and the other parties that will be named therein, pursuant to which the Company and the Amneal Group Representative will agree, among other things, to amend the definition of “Amneal Group” and “Amneal Group Member” (in each case, as defined in the Stockholders Agreement).
The foregoing description of the Stockholders Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Stockholders Agreement Amendment, which is included as Exhibit B to the Purchase Agreement that is attached hereto as Exhibit 2.1.
Restrictive Covenants Agreements
On April 21, 2026, in connection with the execution of the Purchase Agreement, the Company entered into Restrictive Covenants Agreements (each a “Restrictive Covenants Agreement” and collectively, the “Restrictive Covenants Agreements”) with each of Chirag Patel and Chintu Patel (each, an “RCA Person”), pursuant to which each RCA Person agreed, among other things, during the period from the Closing until the fifth anniversary thereof, not to, subject to certain exceptions, without the prior written consent of the Company, (a) invest in, acquire, own, manage, control, undertake, participate in, carry on or be engaged in the operation of any business that is competitive with the business of Kashiv or (b) solicit, recruit or hire, or attempt to recruit or hire, certain employees of the Company and its subsidiaries.
The foregoing description of the Restrictive Covenants Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Restrictive Covenants Agreements, which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
On April 22, 2026, the Company issued a press release announcing its preliminary results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this report furnished pursuant to Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this report.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
Conference Call
Amneal will host a conference call and live webcast at 8:30 am Eastern Time today, April 22, 2026, to discuss the announced Acquisition and preliminary first quarter 2026 results, moved forward from the previously scheduled May 1 date. The live webcast and presentation will be accessible through the Investor Relations section of the Company’s website at https://investors.amneal.com. To access the call through a conference line, dial 1 (833) 461-5787 (in the U.S.) with access code 458312872. A replay of the conference call will be posted after the call. For a list of toll-free international numbers, visit this website: https://help.events.q4inc.com/eahc/international-dial-in-numbers.
Investor Presentation
Additionally, Amneal has made available on its website a presentation designed to accompany the foregoing announced acquisition and preliminary first quarter 2026 results, along with certain supplemental financial information and other data. Interested parties may access this information through the Amneal Investor Relations website at https://investors.amneal.com. The Company may use the investor presentation, which contains financial and other data and includes updated expectations regarding the Company’s growth outlook and post-closing financial condition, from time to time with investors, analysts, and other interested parties to assist in their understanding of the Company and the Acquisition. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference herein.
The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 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. | |
| 10.1 | Restrictive Covenants Agreement by and between Amneal Pharmaceuticals, Inc. and Chirag Patel, dated as of April 21, 2026. | |
| 10.2 | Restrictive Covenants Agreement by and between Amneal Pharmaceuticals, Inc. and Chintu Patel, dated as of April 21, 2026. | |
| 99.1 | Press release issued April 22, 2026. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
| * | The related exhibits and schedules to the 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. |
Cautionary Statement on Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance and include statements regarding, Amneal’s expectations associated with the Acquisition, the Purchase Agreement and the transactions contemplated thereby and completion of, the benefits, synergies, efficiencies, and opportunities arising from, the anticipated costs of, and the timing of any of the foregoing. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the completion of the proposed transaction on the anticipated terms and timing; (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required stockholder and regulatory approvals; (iii) the risk that the Company’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (vii) legislative, regulatory and economic developments; (viii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (ix) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (x) unexpected costs, liabilities or delays associated with the transaction; (xi) the response of competitors to the transaction; (xii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; and (xiii) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.
Important Additional Information and Where to Find It
This Current Report does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This Current Report relates to a proposed acquisition of Kashiv by Amneal. In connection with this proposed acquisition, Amneal plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Amneal may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AMNEAL PHARMACEUTICALS, INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Amneal. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Amneal through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Amneal will be available free of charge on Amneal’s internet website at www.amneal.com or upon written request to: Amneal Pharmaceuticals, Inc., Investor Relations, 400 Crossing Boulevard, 3rd Floor, Bridgewater, NJ 08807 or by email to invest@amneal.com.
No Offer or Solicitation
This Current Report relates to proposed transactions between the Company, Kashiv and the certain other persons and entities described herein and is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
Participants in Solicitation
Amneal Pharmaceuticals, Inc., its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Amneal is set forth in its proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 25, 2026 particularly under the headers, “Corporate Governance—Stockholders Agreement,” “Proposal 1—Election of Directors—Director Nominees,” “Our Management—Executive Officers and Directors,” “Security Ownership of Certain Beneficial Owners and Management—Beneficial Ownership,” and “Certain Related Parties and Related Party Transactions—Related Party Transactions.” To the extent holdings of Amneal securities by the directors and executive officers of Amneal have changed from the amounts of securities of Amneal held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Amneal Pharmaceuticals, Inc.
Investor Relations
400 Crossing Boulevard, 3rd Floor
Bridgewater, NJ 08807
invest@amneal.com
amneal.com
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 hereunto duly authorized.
| Date: April 22, 2026 | AMNEAL PHARMACEUTICALS, INC. | |||||
| By: | /s/ Anastasios Konidaris | |||||
| Name: | Anastasios Konidaris | |||||
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Exhibit 99.1
Amneal Agrees to Acquire Kashiv BioSciences to Create Global Biosimilar Leader;
Reports Strong Preliminary First Quarter 2026 Financial Results and Raises FY2026 Standalone Guidance
– Acquisition Positions Amneal to Capitalize on $300B+ Global Biologics LOE Opportunity –
– Transaction Accelerates Growth Profile and Diversification –
– Preliminary Q1 Results Reflect Continued Growth and Raising 2026 Full Year Guidance –
– Company to Host Investor Conference Call Today at 8:30 a.m. EST –
BRIDGEWATER, N.J., April 22, 2026 - Amneal Pharmaceuticals, Inc. (Nasdaq: AMRX) (“Amneal” or the “Company”), a diversified, global biopharmaceutical leader focused on expanding access to affordable and innovative medicines, today announced that it has entered into a definitive agreement to acquire 100% of Kashiv BioSciences, LLC (“Kashiv”) in a transaction with consideration that includes $375 million of cash and $375 million of equity payable at closing, plus up to $350 million in potential payments based on the achievement of certain regulatory milestones, potential royalties based on commercial milestones, and funding of operations through closing.
Kashiv is among a select group of U.S.-based companies with proven end-to-end biosimilars capabilities across development and manufacturing, and a robust pipeline. This transaction will establish a scaled, fully integrated global biosimilars platform at a pivotal moment, ahead of a more than $300 billion projected global biologics loss-of-exclusivity wave over the next decade, accelerating growth and meaningfully extending and diversifying Amneal’s long-term growth profile.
“As biosimilar adoption accelerates and the industry enters an unprecedented period of biologic loss of exclusivity, we see a compelling opportunity to establish leadership and scale in a rapidly expanding market,” said Chirag Patel, Co-Founder and Co-Chief Executive Officer of Amneal. “With Kashiv, Amneal becomes a fully integrated global biosimilars leader at the forefront of the next wave of U.S. affordable medicines. This acquisition is a natural next step in our strategy to build a leading, diversified biopharmaceutical company, and we are confident it will drive accelerated growth and long-term value creation.”
“This acquisition establishes Amneal as a fully integrated global biosimilar platform at scale,” said Chintu Patel, Co-Founder and Co-Chief Executive Officer of Amneal. “By combining Kashiv’s deep R&D and manufacturing capabilities with our commercial strength, we are creating a differentiated platform well-positioned to deliver a strong and consistent cadence of biosimilar launches going forward. Together, we will expand access to high-quality, affordable biologic medicines for patients while driving long-term growth.”
“We are thrilled to combine Kashiv’s highly complementary portfolio and capabilities with Amneal at this critical inflection point for the biosimilar market, particularly in the U.S.,” said Dr. Sandeep Athalye, Chief Executive Officer at Kashiv. “Our companies share a deep-rooted commitment to high-quality, complex medicines, and this transaction builds on the meaningful work we have accomplished through our collaboration of more than ten years. We look forward to building on our proven track record of product approvals and advancing our biosimilars pipeline as we work together to expand patient access to life-changing therapies.”
The transaction is subject to approval by Amneal shareholders, receipt of regulatory approvals and satisfaction of customary closing conditions, and is expected to close in the second half of 2026.
1
Compelling Strategic and Financial Benefits:
| • | Highly strategic and complementary transaction at a pivotal moment of market inflection. More than $300 billion of global biologics are expected to lose exclusivity over the next decade. As biosimilars expand access to biologics and deliver meaningful savings, adoption is accelerating across physicians, patients and payers. Kashiv’s R&D and manufacturing capabilities complement Amneal’s commercial scale, creating an integrated leader well positioned to lead in the next wave of affordable medicines. |
| • | Establishes an integrated biosimilar platform enabling multiple new biosimilars launches each year. The combination enhances speed to market, enables parallel development and commercialization, and enhances Amneal’s competitiveness. By 2030, Amneal expects to have more than 12 commercial biosimilars and over 20 more products in the pipeline. |
| • | Diversifies and extends Amneal’s strong, durable growth profile into the 2030s. The transaction expands biosimilars long-term growth within Affordable Medicines, alongside Specialty and AvKARE. |
| • | Transaction is highly synergistic, with $400M to $500M in expected financial benefits. The transaction reflects a balanced mix of upfront cash and equity, as well as potential success-based consideration over time. There is a minimal impact to the leverage profile and a clear path to deleveraging to below 3x net leverage by 2028. The transaction is expected to provide substantial financial synergies through the elimination of upcoming milestone and royalty obligations through 2030 and unlocks incremental tax and structural benefits over time. |
Amneal Reports Preliminary First Quarter 2026 Results and Raises 2026 Full Year Guidance
In connection with announcing the transaction, Amneal is reporting certain unaudited preliminary financial results for the first quarter ended March 31, 2026 and raising 2026 full year standalone guidance, reflecting very strong performance and continuing momentum.
“Amneal delivered a very strong start to 2026, reflecting the strength of our diversified business and multiple growth drivers across the portfolio. Our Specialty business continues to perform exceptionally well, led by CREXONT® and the recent launch of BREKIYA® autoinjector, alongside a strong cadence of key launches in Affordable Medicines. We are entering the Kashiv transaction from a position of strength, at a time when we see an extended period of accelerated growth ahead with no shortage of opportunities across our core businesses. Combined with our very strong first quarter results, we are pleased to increase our full year 2026 guidance,” said Chirag and Chintu Patel, Co-Founders and Co-Chief Executive Officers of Amneal.
Unaudited Financial Results for the Three Months Ended March 31,
($ in millions, except per share amounts in the table below)
| 2026 (Preliminary) | 2025 | Change | ||||
| Consolidated net revenue |
$723 | $695 | 4% | |||
| Affordable Medicines net revenue |
$423 | $415 | 2% | |||
| Specialty net revenue |
$133 | $108 | 23% | |||
| AvKARE net revenue |
$166 | $172 | (4)% | |||
| Gross margin |
44.3% | 36.8% | 750 bps | |||
| Adjusted gross margin (1) |
48.2% | 43.1% | 510 bps | |||
| Net income |
$78 | $25 | 217% | |||
| Adjusted EBITDA(1) |
$202 | $170 | 19% | |||
| Diluted EPS |
$0.19 | $0.04 | 375% | |||
| Adjusted diluted EPS (1) |
$0.27 | $0.21 | 29% |
| (1) | Refer to “Non-GAAP Financial Measures” section and accompanying GAAP to non-GAAP reconciliation tables for more information. |
First quarter 2026 Affordable Medicines net revenue of $423 million increased 2% compared to the prior year, reflecting strong performance of the complex portfolio, including Women’s Health and ADHD medicines. Specialty net revenue of $133 million increased 23% compared to the prior year, including CREXONT® ($21 million), Brekiya® ($5 million), RYTARY® ($44 million), and UNITHROID® ($36 million). AvKARE net revenue of $166 million declined 4% as growth in the government channel was offset by decline in the low margin distribution channel. This continued portfolio shift drove a 750 basis point and 510 basis point increase in gross margin and adjusted gross margin, respectively, in the first quarter of 2026, compared to the prior year.
2
Amneal’s preliminary financial results are based on the most recent information available to the Company’s management. Such preliminary financial results are forward-looking statements. Actual results may differ from these preliminary financial results due to the completion of the Company’s financial close procedures, final accounting adjustments and other developments that may arise between the date of this press release and the time that financial results for the first quarter of 2026 are finalized, and such differences may be material. The preliminary financial results for the first quarter of 2026 are not necessarily indicative of the results to be achieved in any future period. The Company presents GAAP and adjusted (non-GAAP) quarterly results. Please refer to the “Non-GAAP Financial Measures” section and the accompanying GAAP to non-GAAP reconciliation tables for more information.
Raising Full Year 2026 Financial Guidance
The Company is raising its previously provided full year 2026 standalone guidance.
| 2026 Updated Guidance |
2026 Prior Guidance | |||
| Net revenue |
$3.05 billion - $3.15 billion | $3.05 billion - $3.15 billion | ||
| Adjusted EBITDA (1) |
$740 million - $770 million | $720 million - $760 million | ||
| Adjusted diluted EPS (2) |
$0.95 - $1.05 | $0.93 - $1.03 | ||
| Operating cash flow (3) |
$350 million - $400 million | $325 million - $375 million | ||
| Operating cash flow, excluding discrete items (4) |
$375 million - $425 million | $350 million - $400 million | ||
|
Capital expenditures (5) |
~$110 million | ~$110 million | ||
| (1) | Includes 100% of adjusted EBITDA from AvKARE. See also “Non-GAAP Financial Measures” below. |
| (2) | Accounts for 35% non-controlling interest in AvKARE. 2026 guidance assumes ~330 million weighted-average diluted shares outstanding for the year ending December 31, 2026. |
| (3) | Represents cash provided by operating activities. |
| (4) | Excludes discrete items such as legal settlement payments. |
| (5) | Reflects estimated capital expenditures, net of expected contributions from an alliance party. |
Amneal’s 2026 estimates are based on management’s current expectations, including with respect to prescription trends, pricing levels, the timing of future product launches, the costs incurred and benefits realized of restructuring activities, and our long-term strategy. The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company cannot provide a reconciliation between non-GAAP projections and the most directly comparable measures in accordance with GAAP without unreasonable efforts because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items required for the reconciliation. The items include, but are not limited to, acquisition-related expenses, restructuring expenses and benefits, asset impairments, legal settlements, and other gains and losses. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results.
Investor Call Today
Amneal will host a conference call and live webcast at 8:30 am Eastern Time today, April 22, 2026, to discuss the announced acquisition, preliminary first quarter 2026 results, and updated standalone guidance. The live webcast and presentation will be accessible through the Investor Relations section of the Company’s website at https://investors.amneal.com. To access the call through a conference line, dial 1 (833) 461-5787 (in the U.S.) with access code 458312872. A replay of the conference call will be posted shortly after the call. For a list of toll-free international numbers, visit this website: https://help.events.q4inc.com/eahc/international-dial-in-numbers.
The previously scheduled May 1, 2026 earnings call has been cancelled and moved to today.
Investor Presentation
Amneal has made available on its website a presentation designed to accompany the foregoing announced acquisition and preliminary first quarter 2026 results, along with certain supplemental financial information and other data. Interested parties may access this information through the Amneal Investor Relations website at https://investors.amneal.com.
3
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor and Richards, Layton & Finger, P.A. is serving as legal counsel to the Committee of Independent Directors of the Board of Directors. Simpson Thacher & Bartlett LLP is serving as legal counsel, among other financial and compliance advisors, to Amneal.
J.P. Morgan Securities LLC is serving as financial advisor and Holland & Knight LLP is serving as legal counsel to Kashiv.
About Amneal
Amneal Pharmaceuticals, Inc. (Nasdaq: AMRX), headquartered in Bridgewater, New Jersey, is a diversified, global biopharmaceutical leader focused on expanding access to affordable and innovative medicines. Amneal was founded in 2002 by brothers and co-CEOs Chirag and Chintu Patel and built on the belief that innovation only matters if it’s accessible. Today, Amneal has a diverse and growing portfolio of approximately 300 complex generic, specialty and biosimilar medicines, delivering more than 160 million prescriptions annually, primarily in the United States. Our Affordable Medicines segment spans retail generics, injectables, and biosimilars. Our Specialty segment provides branded treatments in neurology, including Parkinson’s disease and migraine, and endocrinology. Our AvKARE segment distributes pharmaceuticals and medical products to U.S. federal, retail, and institutional customers. For additional information, please visit amneal.com and follow us on LinkedIn.
About Kashiv BioSciences
Kashiv BioSciences, LLC 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. Kashiv BioSciences, LLC in the U.S., together with its subsidiaries in India (collectively, “Kashiv BioSciences”) operates with robust infrastructure and highly skilled teams that provide global R&D, clinical, manufacturing, regulatory, and IP capabilities. Kashiv BioSciences believes that its people, partners, and shared purpose fuel its work to advance patient care and access to important medicines. For additional information, please visit kashivbiosciences.com and follow Kashiv BioSciences on LinkedIn.
Cautionary Statement on Forward-Looking Statements
The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations.
Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance, and include statements regarding the transaction agreement and the transaction, including the expected time period to consummate the transaction, the anticipated benefits (including synergies) of the transaction and integration and transition plans, the transaction’s closing date, opportunities and anticipated future performance (including pro forma combined performance), expectations regarding non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted net income, adjusted diluted EPS, adjusted gross margin, net debt, gross leverage and net leverage, our ability to become America’s top affordable medicines company, statements regarding the global biosimilars and affordable medicines markets and the company’s position and opportunities therein and our ability to expand internationally, and statements regarding our business and results of operations.
Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others (i) the completion of the proposed transaction on the anticipated terms and timing; (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that the Company’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm the Company’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (vii) legislative, regulatory and economic developments; (viii)
4
unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (ix) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (x) unexpected costs, liabilities or delays associated with the transaction; (xi) the response of competitors to the transaction; (xii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; and (xiii) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent filings with the Securities and Exchange Commission.
You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Kashiv BioSciences, LLC by Amneal Pharmaceuticals, Inc. In connection with this proposed acquisition, Amneal Pharmaceuticals, Inc. plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Amneal Pharmaceuticals, Inc. may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AMNEAL PHARMACEUTICALS, INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Amneal Pharmaceuticals, Inc. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Amneal Pharmaceuticals, Inc. through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Amneal Pharmaceuticals, Inc. will be available free of charge on Amneal Pharmaceuticals, Inc.’s internet website at www.amneal.com or upon written request to: Amneal Pharmaceuticals, Inc., Investor Relations, 400 Crossing Boulevard, 3rd Floor, Bridgewater, NJ 08807 or by email to invest@amneal.com.
Participants in Solicitation
Amneal Pharmaceuticals, Inc., its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Amneal Pharmaceuticals, Inc. is set forth in its proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on March 25, 2026. To the extent that holdings of Amneal Pharmaceuticals, Inc.’s securities by its directors or executive officers have changed since the amounts set forth in Amneal Pharmaceuticals, Inc.’s proxy statement for its 2026 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated below.
Amneal Pharmaceuticals, Inc.
Investor Relations
400 Crossing Boulevard, 3rd Floor
Bridgewater, NJ 08807
invest@amneal.com
amneal.com
5
Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted net income, adjusted diluted EPS, adjusted gross margin, net debt, gross leverage and net leverage, which are intended as supplemental measures of the Company’s performance that are not required by or presented in accordance with GAAP.
Management uses these non-GAAP measures internally to evaluate and manage the Company’s operations and to better understand its business because they facilitate a comparative assessment of the Company’s operating performance relative to its performance based on results calculated under GAAP. These non-GAAP measures also isolate the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s operations and underlying operational performance. The compensation committee of the Company’s board of directors also uses certain of these measures to evaluate management’s performance and set its compensation. The Company believes that these non-GAAP measures also provide useful information to investors regarding certain financial and business trends relating to the Company’s financial condition and operating results facilitates an evaluation of the financial performance of the Company and its operations on a consistent basis. Providing this information therefore allows investors to make independent assessments of the Company’s financial performance, results of operations, cash flows, net leverage and trends while viewing the information through the eyes of management.
These non-GAAP measures are subject to limitations. The non-GAAP measures presented in this release may not be comparable to similarly titled measures used by other companies because other companies may not calculate one or more in the same manner. Additionally, the non-GAAP performance measures exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements; do not reflect changes in, or cash requirements for, working capital needs; and do not reflect interest expense, or the requirements necessary to service interest or principal payments on debt. Further, our historical adjusted results are not intended to project our adjusted results of operations or financial position for any future period. To compensate for these limitations, management presents and considers these non-GAAP measures in conjunction with the Company’s GAAP results; no non-GAAP measure should be considered in isolation from or as alternatives to any measure determined in accordance with GAAP. Readers should review the reconciliations included below, and should not rely on any single financial measure to evaluate the Company’s business.
A reconciliation of each historical non-GAAP measure to the most directly comparable GAAP measure is set forth below.
Amneal Contacts
Anthony DiMeo
VP, Investor Relations
anthony.dimeo@amneal.com
Brandon Skop
Sr. Director, Corporate Communications & Media
brandon.skop@amneal.com
Kashiv Contact
Ross Oehler
Chief Legal Officer
ross.oehler@kashivbio.com
6
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, in thousands)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| Three Months Ended March 31, | ||||||||
| 2026 (Preliminary) | 2025 | |||||||
| Net income |
$ | 78,000 | $ | 24,618 | ||||
| Adjusted to add: |
||||||||
| Interest expense, net |
53,361 | 56,939 | ||||||
| Provision for income taxes |
2,176 | 12,868 | ||||||
| Depreciation and amortization |
43,191 | 60,159 | ||||||
|
|
|
|
|
|||||
| EBITDA (Non-GAAP) |
$ | 176,728 | $ | 154,584 | ||||
|
|
|
|
|
|||||
| Adjusted to add (deduct): |
||||||||
| Stock-based compensation expense |
8,816 | 7,128 | ||||||
| Acquisition, site closure, and idle facility expenses (1) |
5,682 | 1,241 | ||||||
| Restructuring and other charges |
499 | 571 | ||||||
| Loss on refinancing |
3,510 | — | ||||||
| Charges related to legal matters, net |
694 | — | ||||||
| Asset impairment charges |
— | 68 | ||||||
| Foreign exchange loss (gain) |
7,800 | (4,247 | ) | |||||
| (Decrease) increase in tax receivable agreement liability |
(2,333 | ) | 10,687 | |||||
| Other |
614 | (54 | ) | |||||
|
|
|
|
|
|||||
| Adjusted EBITDA (Non-GAAP) |
$ | 202,010 | $ | 169,978 | ||||
|
|
|
|
|
|||||
7
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, in thousands, except per share amounts)
Reconciliation of Net Income to Adjusted Net Income and
Calculation of Adjusted Diluted Earnings Per Share
| Three Months Ended March 31, | ||||||||
| 2026 (Preliminary) | 2025 | |||||||
| Net income |
$ | 78,000 | $ | 24,618 | ||||
| Adjusted to add (deduct): |
||||||||
| Non-cash interest |
6,737 | 334 | ||||||
| GAAP provision for income taxes |
2,176 | 12,868 | ||||||
| Amortization |
29,021 | 44,274 | ||||||
| Stock-based compensation expense |
8,816 | 7,128 | ||||||
| Acquisition, site closure, and idle facility expenses (1) |
5,682 | 1,227 | ||||||
| Restructuring and other charges |
499 | 571 | ||||||
| Loss on refinancing |
3,510 | — | ||||||
| Charges related to legal matters, including interest, net |
1,450 | — | ||||||
| Asset impairment charges |
— | 68 | ||||||
| (Decrease) increase in tax receivable agreement liability |
(2,333 | ) | 10,687 | |||||
| Other |
614 | (44 | ) | |||||
| Provision for income taxes (2) |
(28,755 | ) | (22,765 | ) | ||||
| Net income attributable to non-controlling interests |
(15,744 | ) | (12,423 | ) | ||||
|
|
|
|
|
|||||
| Adjusted net income (Non-GAAP) |
$ | 89,673 | $ | 66,543 | ||||
|
|
|
|
|
|||||
| Weighted average diluted shares outstanding (Non-GAAP) (3) |
328,933 | 323,961 | ||||||
| Diluted earnings per share (GAAP) |
$ | 0.19 | $ | 0.04 | ||||
|
|
|
|
|
|||||
| Adjusted diluted earnings per share (Non-GAAP) |
$ | 0.27 | $ | 0.21 | ||||
|
|
|
|
|
|||||
8
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited)
Explanations for Reconciliation of Net Income to EBITDA and Adjusted EBITDA and
Reconciliation of Net Income to Adjusted Net Income and Calculation of Adjusted Diluted Earnings Per Share
| (1) | Acquisition, site closure, and idle facility expenses for the three months ended March 31, 2026 (preliminary) primarily included acquisition costs associated with the announced acquisition of Kashiv BioSciences, LLC and rent for vacated properties. Acquisition, site closure, and idle facility expenses for the three months ended March 31, 2025 primarily included costs related to a planned facility closure and rent for vacated properties. |
| (2) | The non-GAAP effective tax rates for the three months ended March 31, 2026 (preliminary) and 2025 were 24.3% and 25.5%, respectively. |
| (3) | Weighted average diluted shares outstanding for the three months ended March 31, 2026 (preliminary) and 2025 consisted of fully diluted Class A common stock (inclusive of the effect of dilutive securities). |
9
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, in thousands, except leverage)
Calculation of Net Debt, Gross Leverage, and Net Leverage
| March 31, 2026 (Preliminary) |
December 31, 2025 | |||||||
| Term Loan Due 2032 |
$ | 2,089,500 | $ | 2,094,750 | ||||
| Senior Notes Due 2032 |
600,000 | 600,000 | ||||||
|
|
|
|
|
|||||
| Gross debt (1) |
$ | 2,689,500 | $ | 2,694,750 | ||||
| Less: Cash and cash equivalents |
197,656 | 282,029 | ||||||
|
|
|
|
|
|||||
| Net debt (Non-GAAP) |
$ | 2,491,844 | $ | 2,412,721 | ||||
|
|
|
|
|
|||||
| Last Twelve Months Ended March 31, 2026 (Preliminary) |
Year Ended December 31, 2025 |
|||||||
| Adjusted EBITDA (Non-GAAP) (2) |
$ | 720,447 | $ | 688,415 | ||||
|
|
|
|
|
|||||
| Gross leverage (Non-GAAP) (3) |
3.7x | 3.9x | ||||||
|
|
|
|
|
|||||
| Net leverage (Non-GAAP) (4) |
3.5x | 3.5x | ||||||
|
|
|
|
|
|||||
| (1) | See “Note 14. Debt” in the Company’s 2025 Annual Report on Form 10-K for additional information. |
| (2) | See “Reconciliation of Net Income to EBITDA and adjusted EBITDA” below. |
| (3) | Gross leverage was calculated by dividing gross debt by adjusted EBITDA. |
| (4) | Net leverage was calculated by dividing net debt by adjusted EBITDA. |
10
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, in thousands)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| Three Months Ended | Last Twelve Months Ended |
|||||||||||||||||||
| June 30, 2025 | September 30, 2025 | December 31, 2025 | March 31, 2026 (Preliminary) |
March 31, 2026 (Preliminary) |
||||||||||||||||
| Net income |
$ | 35,610 | $ | 18,132 | $ | 49,573 | $ | 78,000 | $ | 181,315 | ||||||||||
| Adjusted to add: |
||||||||||||||||||||
| Interest expense, net |
65,101 | 62,814 | 56,237 | 53,361 | 237,513 | |||||||||||||||
| Provision for (benefit from) income taxes |
16,101 | (23,355 | ) | 5,662 | 2,176 | 584 | ||||||||||||||
| Depreciation and amortization |
60,113 | 54,073 | 49,227 | 43,191 | 206,604 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| EBITDA (Non-GAAP) |
$ | 176,925 | $ | 111,664 | $ | 160,699 | $ | 176,728 | $ | 626,016 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted to add (deduct): |
||||||||||||||||||||
| Stock-based compensation expense |
8,274 | 8,219 | 8,202 | 8,816 | 33,511 | |||||||||||||||
| Acquisition, site closure, and idle facility expenses (1) |
1,203 | 2,318 | 539 | 5,682 | 9,742 | |||||||||||||||
| Restructuring and other charges |
1,024 | 143 | 2,470 | 499 | 4,136 | |||||||||||||||
| Loss on refinancing (2) |
— | 31,365 | — | 3,510 | 34,875 | |||||||||||||||
| (Credit) charges related to legal matters, net |
(390 | ) | — | — | 694 | 304 | ||||||||||||||
| Asset impairment charges (3) |
36 | 22,784 | 134 | — | 22,954 | |||||||||||||||
| Foreign exchange (gain) loss |
(8,256 | ) | 3,431 | 1,437 | 7,800 | 4,412 | ||||||||||||||
| Increase (decrease) in tax receivable agreement liability |
4,420 | (20,808 | ) | 12,289 | (2,333 | ) | (6,432 | ) | ||||||||||||
| Other (4) |
424 | 459 | (10,568 | ) | 614 | (9,071 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA (Non-GAAP) |
$ | 183,660 | $ | 159,575 | $ | 175,202 | $ | 202,010 | $ | 720,447 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
11
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, in thousands)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| Year Ended December 31, 2025 |
||||
| Net income |
$ | 127,933 | ||
| Adjusted to add: |
||||
| Interest expense, net |
241,091 | |||
| Provision for income taxes |
11,276 | |||
| Depreciation and amortization |
223,572 | |||
|
|
|
|||
| EBITDA (Non-GAAP) |
$ | 603,872 | ||
|
|
|
|||
| Adjusted to add: |
||||
| Stock-based compensation expense |
31,823 | |||
| Acquisition, site closure, and idle facility expenses (1) |
5,301 | |||
| Restructuring and other charges |
4,208 | |||
| Loss on refinancing (2) |
31,365 | |||
| Credit related to legal matters, net |
(390 | ) | ||
| Asset impairment charges (3) |
23,022 | |||
| Foreign exchange gain |
(7,635 | ) | ||
| Increase in tax receivable agreement liability |
6,588 | |||
| Other (4) |
(9,739 | ) | ||
|
|
|
|||
| Adjusted EBITDA (Non-GAAP) |
$ | 688,415 | ||
|
|
|
|||
12
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited)
Explanations for Reconciliation of Net Income to EBITDA and Adjusted EBITDA
| (1) | For all 2025 periods presented, acquisition, site closure, and idle facility expenses primarily included costs related to a planned facility closure and rent for vacated properties. Acquisition, site closure, and idle facility expenses for the three months ended March 31, 2026 (preliminary) primarily included acquisition costs associated with the announced acquisition of Kashiv BioSciences, LLC and rent for vacated properties. |
| (2) | For the three months ended September 30, 2025 and the year ended December 31, 2025, loss on refinancing was primarily comprised of debt issuance costs associated with the portion of the Term Loan Due 2028 that was modified as part of the Company’s debt refinancing on August 1, 2025. |
| (3) | For the three months ended September 30, 2025 and the year ended December 31, 2025, asset impairment charges were primarily related to a Specialty segment product right for which the Company significantly reduced the cash flow forecast after receipt of a complete response letter dated July 22, 2025 from the U.S. Food and Drug Administration regarding a supplemental new drug application. |
| (4) | For the three months and year ended December 31, 2025, the caption “other” primarily reflects a non-recurring, non-operating, non-cash gain. |
13
Amneal Pharmaceuticals, Inc.
Non-GAAP Reconciliations
(unaudited, $ in thousands)
Reconciliation of Consolidated Adjusted Cost of Goods Sold, Adjusted Gross Profit and Adjusted Gross Margin
| Three Months Ended March 31, 2026 (Preliminary) |
Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | |||||||||||||||||||
| Net revenue |
$ | 722,519 | $ | — | $ | 722,519 | $ | 695,420 | $ | — | $ | 695,420 | ||||||||||||
| Cost of goods sold (1) |
402,406 | (28,311 | ) | 374,095 | 439,529 | (43,515 | ) | 396,014 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
$ | 320,113 | $ | 28,311 | $ | 348,424 | $ | 255,891 | $ | 43,515 | $ | 299,406 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross margin % |
44.3 | % | 48.2 | % | 36.8 | % | 43.1 | % | ||||||||||||||||
| (1) | Adjustments for the three months ended March 31, 2026 (preliminary) and 2025, respectively, were comprised of stock-based compensation expense ($1.0 million and $0.9 million), amortization expense ($27.3 million and $42.5 million), and asset impairment charges (none and $0.1 million). |
14