Lantheus stockholders approve Curium merger agreement

The merger agreement vote passed, but the agreement makes the merger subject to its terms and conditions.

Rhea-AI Filing Summary

Lantheus Holdings, Inc. (LNTH) stockholders approved adoption of the merger agreement among Lantheus, Curium US Holdings LLC (Parent) and Coco Merger Sub Inc., Parent’s wholly owned subsidiary. Under the agreement, Merger Sub will merge into Lantheus, which will survive as Parent’s wholly owned subsidiary, subject to the agreement’s terms and conditions. The merger proposal received 55,457,863 votes for, 1,563,807 against and 162,833 abstentions.

At the October 14, 2026 special meeting, 57,184,503 shares were present virtually or represented by proxy, out of 65,299,875 common shares outstanding and entitled to vote as of September 1, 2026. Stockholders also approved, on an advisory, non-binding basis, transaction-related compensation for named executive officers, with 49,098,355 votes for, 7,849,138 against and 237,009 abstentions. The adjournment proposal was approved but was not needed because sufficient votes were already available for the merger and compensation proposals.

1 point · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

How the balance works

Positive

• Moderate pointMerger agreement adoption approved with 55,457,863 votes for.

Negative

• None.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares present or represented by proxy: 57,184,503 shares Common shares outstanding and entitled to vote: 65,299,875 shares Merger agreement proposal votes for: 55,457,863 votes +5 more

8 metrics

Shares present or represented by proxy 57,184,503 shares At the October 14, 2026 special meeting

Common shares outstanding and entitled to vote 65,299,875 shares As of September 1, 2026, the special meeting record date

Merger agreement proposal votes for 55,457,863 votes Special meeting vote

Merger agreement proposal votes against 1,563,807 votes Special meeting vote

Merger agreement proposal abstentions 162,833 votes Special meeting vote

Advisory compensation proposal votes for 49,098,355 votes Special meeting vote

Advisory compensation proposal votes against 7,849,138 votes Special meeting vote

Advisory compensation proposal abstentions 237,009 votes Special meeting vote

Key Terms

record date, broker non-votes, advisory (non-binding) basis, wholly owned subsidiary

4 terms

record date regulatory

"the record date for the special meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"There were no recorded broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis regulatory

"approved, on an advisory (non-binding) basis"

wholly owned subsidiary technical

"wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did LNTH stockholders vote on the merger agreement?

Lantheus stockholders approved the merger agreement with 55,457,863 votes for, 1,563,807 against and 162,833 abstentions. The agreement is among Lantheus, Curium US Holdings LLC and Coco Merger Sub Inc.; the merger is subject to the agreement’s terms and conditions.

How did LNTH stockholders vote on transaction-related executive compensation?

Stockholders approved the proposal on an advisory, non-binding basis, with 49,098,355 votes for, 7,849,138 against and 237,009 abstentions. It concerns compensation that may be paid or become payable to named executive officers in connection with the merger agreement transactions, including consummation of the merger.

Was the LNTH special meeting adjourned?

No adjournment was needed. Stockholders approved the adjournment proposal with 52,776,720 votes for, 4,201,962 against and 205,821 abstentions; sufficient votes were already available to approve the merger agreement and advisory compensation proposals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001521036 0001521036 2026-10-14 2026-10-14

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): October 14, 2026

LANTHEUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36569		35-2318913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
201 Burlington Road
South Building
Bedford, Massachusetts				01730
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (978) 671-8001

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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 $0.01 per share		LNTH		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 5.07 Submission of Matters to a Vote of Security Holders

A special meeting of stockholders (the “special meeting”) of Lantheus Holdings, Inc. (“Lantheus”) was held on October 14, 2026. A total of 57,184,503 shares of Lantheus common stock, out of a total of 65,299,875 shares of Lantheus common stock outstanding and entitled to vote as of the close of business on September 1, 2026 (the record date for the special meeting), were present virtually or represented by proxy. The special meeting was held for the purpose of considering and voting upon the following proposals, each as described in further detail in the definitive proxy statement for the special meeting that was filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2026. There were no recorded broker non-votes.

Proposal 1: Merger Agreement Proposal

Lantheus stockholders approved the adoption of the Agreement and Plan of Merger, dated as of August 3, 2026 (as it may be amended and supplemented from time to time, the “merger agreement”), by and among Lantheus, Curium US Holdings LLC, a Delaware limited liability company (“Parent”), and Coco Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will be merged with and into Lantheus (the “merger”), whereupon the separate existence of Merger Sub will cease and Lantheus will be the surviving corporation in the merger and a wholly owned subsidiary of Parent (the “merger agreement proposal”). The votes on the merger agreement proposal are set forth in the table below:

Votes For		Votes Against		Abstentions
55,457,863		1,563,807		162,833

Proposal 2: Advisory Compensation Proposal

Lantheus stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of Lantheus in connection with the transactions contemplated by the merger agreement, including consummation of the merger (the “advisory compensation proposal”). The votes on the advisory compensation proposal are set forth in the table below:

Votes For		Votes Against		Abstentions
49,098,355		7,849,138		237,009

Proposal 3: Adjournment Proposal

Lantheus stockholders voted on a proposal to approve any adjournment of the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there were not sufficient votes at the special meeting, to adopt the merger agreement proposal (the “adjournment proposal”). The votes on the adjournment proposal are set forth in the table below:

Votes For		Votes Against		Abstentions
52,776,720		4,201,962		205,821

Because there were sufficient votes at the time of the special meeting to approve the merger agreement and the advisory compensation proposal, a vote on the proposal to adjourn the special meeting, while approved, was not necessary.

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.

LANTHEUS HOLDINGS, INC.
By:		/s/ Daniel M. Niedzwiecki
Name:		Daniel M. Niedzwiecki
Title:		Chief Administrative Officer and General Counsel

Date: October 14, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB