Ligand Pharma extends loan maturity, adds EBITDA test

Ligand Pharmaceuticals Incorporated reported that it entered into a Third Amendment to its existing credit agreement with Citibank and other lenders.

Rhea-AI Filing Summary

Ligand Pharmaceuticals Incorporated reported that it entered into a Third Amendment to its existing credit agreement with Citibank and other lenders. The amendment extends the loan’s maturity date to September 12, 2028, giving the company more time before the debt comes due.

The amendment also tightens a key financial test. Ligand must maintain at least $55 million of consolidated EBITDA for the trailing four-quarter period ending September 30, 2025 and for each trailing four-quarter period after that. This sets a clear performance threshold the company needs to meet to stay in compliance with its credit facility.

Insights

Credit and capital structure analyst

Ligand extends loan maturity to 2028 while accepting a $55M EBITDA covenant.

Ligand Pharmaceuticals amended its credit agreement with Citibank and other lenders to push the maturity date out to September 12, 2028. Extending the maturity generally reduces near-term refinancing pressure, assuming other loan terms remain manageable, and can help stabilize planning around debt obligations.

In exchange, the company agreed to maintain at least $55 million of consolidated EBITDA for the trailing four-quarter period ending September 30, 2025 and each trailing four-quarter period thereafter. This covenant creates a defined earnings hurdle that, if missed, could trigger a covenant breach under the credit agreement. The trade-off is more time before repayment is due, balanced against a clearly specified performance requirement.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

What credit agreement change did Ligand Pharmaceuticals (LGNZZ) announce?

Ligand Pharmaceuticals entered into a Third Amendment to its credit agreement, updating certain terms with Citibank and other lenders, including the loan’s maturity and financial covenants.

How did Ligand Pharmaceuticals change its debt maturity in the new amendment?

The Third Amendment extends the maturity date of Ligand’s credit agreement to September 12, 2028, giving the company additional time before the loan comes due.

What is the new EBITDA covenant for Ligand Pharmaceuticals under the amended credit agreement?

Ligand must maintain at least $55 million of consolidated EBITDA for the trailing four-quarter period ending September 30, 2025 and for each trailing four-quarter period thereafter.

Which parties are involved in Ligand Pharmaceuticals’ amended credit agreement?

The amended credit agreement includes Ligand Pharmaceuticals as borrower, certain Ligand subsidiaries as guarantors, various lenders, and Citibank, N.A. as administrative agent.

Does the amendment replace the prior Ligand credit agreements?

The Third Amendment modifies the existing credit agreement dated October 12, 2023, as previously amended on July 8, 2024 and August 11, 2025, rather than replacing it entirely.

Where can investors find the full terms of Ligand’s Third Amendment to the credit agreement?

The full text of the Third Amendment is included as Exhibit 10.1, which is incorporated by reference into the company’s current report.

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Accepted by SEC EDGAR 09/16/2025 - 05:19 PM Learn about SEC filing dates

LIGAND PHARMACEUTICALS INC false 0000886163 0000886163 2025-09-12 2025-09-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2025 (September 12, 2025)

LIGAND PHARMACEUTICALS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-33093		77-0160744
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

555 Heritage Drive, Suite 200

Jupiter, FL 33458

(Address of principal executive offices, including zip code)

(858) 550-7500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		LGND		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 12, 2025, Ligand Pharmaceuticals Incorporated (the “Company”), as borrower, entered into a Third Amendment to Credit Agreement (the “Third Amendment”) with certain of the Company’s subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent (as defined therein), which amends that certain Credit Agreement, dated as of October 12, 2023, by and among the Company, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each as defined therein) (as amended by that certain First Amendment to Credit Agreement, dated as of July 8, 2024, that certain Second Amendment to Credit Agreement, dated as of August 11, 2025 and the Third Amendment, the “Credit Agreement”), to, among other things, extend the maturity date to September 12, 2028 and modify the minimum consolidated EBITDA (as defined in the Credit Agreement) covenant to require the Company to maintain not less than $55 million of consolidated EBITDA (as defined in the Credit Agreement) for the trailing four-quarter period ending September 30, 2025 and each trailing four-quarter period ending thereafter.

References to the terms of the Third Amendment and the Credit Agreement are qualified in their entirety by reference to the full text of the Third Amendment, which is incorporated herein by reference to Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Third Amendment to Credit Agreement, dated as of September 12, 2025, to that certain Credit Agreement, dated as of October 12, 2023, by and among Ligand Pharmaceuticals Incorporated, certain of its subsidiaries, as Guarantors (as defined therein), the Lenders (as defined therein) party thereto, and Citibank, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (each as defined therein), as amended by that certain First Amendment to Credit Agreement, dated as of July 8, 2024 and as amended by that certain Second Amendment to Credit Agreement, dated as of August 11, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				LIGAND PHARMACEUTICALS INCORPORATED
Date: September 16, 2025				By:		/s/ Andrew Reardon
				Name:		Andrew Reardon
				Title:		Chief Legal Officer and Secretary