Lantheus Holdings (LNTH) 8-K Filings

Lantheus Holdings, Inc. (LNTH) reported third-quarter 2026 revenue of $389.9 million, up 1.5% from $384.0 million a year earlier. GAAP net income was $22.4 million and diluted EPS was $0.33, down 19.4% and 19.5%; non-GAAP adjusted net income was $115.1 million and adjusted diluted EPS was $1.68, up 34.3% and 32.3%. Operating cash flow was $102.0 million and free cash flow was $99.9 million.

Neuraceq sales rose 123.0% to $45.6 million; PYLARIFY sales were $238.9 million, down 0.7%, and DEFINITY sales were $85.7 million, up 4.8%. The FDA approved TAUKLARIFY and granted final approval to BRAVNETSA. PYLARIFY TruVu received CMS transitional pass-through payment status and a permanent HCPCS code, effective October 1, 2026. Lantheus is suspending previously issued full-year 2026 guidance in connection with its pending merger: Curium US Holdings LLC will acquire all outstanding shares for $102.50 per share in cash at closing, plus non-transferable CVRs providing up to $12.00 per share in potential additional cash payments, subject to specified commercial milestones for Lantheus products through 2030; transaction value is up to approximately $8.0 billion.

Lantheus Holdings, Inc. (LNTH) and Curium US Holdings LLC each received a request for additional information and documentary materials from the Federal Trade Commission on October 21, 2026, as part of its review of their proposed merger. Under the agreement entered into on August 3, 2026, Curium’s wholly owned subsidiary Coco Merger Sub Inc. would merge with and into Lantheus, which would survive as a wholly owned subsidiary of Curium, subject to the merger agreement’s conditions.

The requests extend the Hart-Scott-Rodino waiting period until 30 days after Lantheus and Curium each substantially comply with their respective requests, unless the FTC ends the period sooner. The parties expect to respond promptly and continue working with the FTC, and continue to expect to complete the merger in the first half of 2027. Completion also depends on expiration or termination of the waiting period and satisfaction or waiver of the agreement’s other closing conditions.

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.

Lantheus Holdings, Inc. supplemented its definitive proxy statement with additional details of Morgan Stanley’s analyses for the proposed merger with Curium US Holdings LLC. Under the agreement, Coco Merger Sub Inc. would merge into Lantheus, which would survive as Curium’s wholly owned subsidiary, subject to the merger agreement’s terms and conditions; stockholders are scheduled to vote at a special meeting on October 14, 2026. Lantheus disclosed three merger-related complaints filed against it and certain Board members in New York and Massachusetts, seeking to enjoin consummation unless and until additional information is disclosed, and 16 demand letters from purported stockholders received as of September 30, 2026.

Morgan Stanley’s discounted cash flow analysis produced an implied value of $88.10 to $118.60 per share; its public-company analysis produced $63.85 to $84.20 per share. The DCF used forecast cash flows from June 30, 2026 through December 31, 2035 and discount rates of 8.8% to 10.7%; the public-company analysis applied 7.9x to 10.5x estimated 2026 AV/Adjusted EBITDA multiples. As of the proxy statement date, no Lantheus executive officers had discussed or entered into agreements with Parent or its affiliates concerning employment or participation in Parent equity.

Lantheus Holdings, Inc. (LNTH) reported an update on regulatory review of its planned acquisition by Curium US Holdings LLC. On September 17, 2026, Curium, as the acquiring party and in consultation with Lantheus, voluntarily withdrew its pre-merger Hart-Scott-Rodino (HSR) Notification and Report Form to give the Federal Trade Commission additional time to review the merger.

Curium resubmitted the HSR filing on September 21, 2026, starting a new 30-day HSR waiting period that runs until October 21, 2026 at 11:59 p.m. Eastern Time, unless terminated earlier or extended, including through any FTC request for additional information. Lantheus states that withdrawal and refiling is a routine antitrust review procedure and that it continues to work constructively with FTC staff.

The company and Curium continue to expect the merger to close in the first half of 2027, subject to required regulatory approvals, adoption of the Merger Agreement by Lantheus stockholders, and satisfaction or waiver of other customary closing conditions. Lantheus has filed a definitive proxy statement regarding the proposed acquisition and directs stockholders to review it and related SEC materials.

Lantheus Holdings reported second-quarter 2026 worldwide revenue of $388.2 million, up 2.7% year over year. GAAP net income was $75.0 million and diluted EPS was $1.11 versus $1.12 a year earlier. Adjusted diluted EPS was $1.55 versus $1.57. PYLARIFY sales were $240.4 million (down 4.1%), Neuraceq $39.6 million, and DEFINITY $88.3 million (up 5.2%). Operating income rose 13.9% to $100.2 million. Free cash flow was $89.9 million, and cash and cash equivalents reached $593.3 million with access to a $750.0 million revolver.

On August 3, 2026 Lantheus entered a definitive agreement to merge with Curium, under which Curium US Holdings LLC will acquire all outstanding shares for $102.50 per share in cash plus non-transferable CVRs for up to an additional $12.00 per share, for total potential consideration of up to $114.50 per share and a transaction value of up to approximately $8.0 billion. The board unanimously approved the deal. In connection with the pending transaction, the company is suspending its previously issued full-year 2026 financial guidance and will not host a conference call for the quarter.

Lantheus Holdings, Inc. agreed to be acquired by Curium US Holdings LLC, with a merger subsidiary combining into Lantheus so that it becomes a wholly owned subsidiary of Curium. Each outstanding share of common stock will be converted into the right to receive $102.50 per share in cash plus one contractual CVR that can pay up to $12.00 per share in cash if specified commercial milestones are achieved in its Global Prostate Cancer Diagnostics, Global Neurology Diagnostics and Global DEFINITY franchises. If completed, Lantheus common stock will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.

Closing requires a majority stockholder vote, expiration or termination of HSR and other regulatory waiting periods, absence of legal prohibitions, accuracy of representations, covenant compliance and no continuing Material Adverse Effect for Lantheus. The transaction is not subject to a financing condition; Curium has obtained equity and debt commitments. Termination fees include $385 million or a $100 million regulatory fee payable by Curium in certain cases and a $228 million fee payable by Lantheus in others. The board also approved a $6.0 million transaction bonus pool, including $4.0 million for CEO Mary Anne Heino and $500,000 for Daniel M. Niedzwiecki, and amended executive severance letters to clarify treatment of converted PSUs and eligibility for 2026 bonuses following qualifying terminations.

Lantheus Holdings agreed to be acquired by Curium US Holdings in an all‑cash merger. Curium will pay $102.50 per share in cash at closing and issue non‑transferable contingent value rights (CVRs) for up to $12.00 per share tied to future commercial milestones, for maximum consideration of $114.50 per share and total transaction value of up to approximately $8.0 billion. The price represents a 38% premium to Lantheus’ unaffected 60‑day volume‑weighted average price, with additional premiums versus other trading benchmarks.

CVR milestones are based on achieving specified 2028‑2030 aggregate sales targets across Global Prostate Cancer Diagnostics, Global Neurology Diagnostics and the Global DEFINITY business; there is expressly no assurance any CVR payments will be made. The deal, unanimously approved by Lantheus’ board after a strategic review, is expected to close in the first half of 2027, financed with a mix of debt and equity and subject to shareholder and regulatory approvals. Lantheus will remain a public company until closing, has paused its CEO search, will not host its Q2 2026 earnings call and is suspending prior full‑year 2026 guidance.

Lantheus Holdings reported first quarter 2026 revenue of $377.3 million, up 1.2% from a year earlier. GAAP diluted EPS rose to $1.80 from $1.02, helped by a $59.3 million gain on the sale of its SPECT business, while adjusted diluted EPS slipped to $1.46 from $1.53.

PYLARIFY sales were $240.9 million, down 6.5%, DEFINITY grew 6.8% to $84.6 million, and Neuraceq contributed $35.4 million. Operating income declined 20.3% to $81.3 million, but free cash flow increased to $121.9 million, and cash reached $498.6 million.

The company received FDA approval for its new PYLARIFY (piflufolastat F18) formulation, with a phased launch planned starting in the fourth quarter of 2026, and FDA tentative approval for PNT2003, a radioequivalent to Lutetium Lu 177 Dotatate. The FDA also extended the PDUFA date for LNTH‑2501 to June 29, 2026. Lantheus reaffirmed full‑year 2026 guidance for revenue of $1.4–$1.45 billion and adjusted diluted EPS of $5.00–$5.25.

Lantheus Holdings, Inc. reported results of its annual shareholder meeting and key governance changes. Shareholders approved an Amended and Restated 2026 Equity Incentive Plan, increasing the common stock reserved for issuance by 2,000,000 shares and changing non-employee director pay limits to cash and equity caps of $1,250,000 in the year of appointment and $750,000 in other years. Outdated provisions tied to former Section 162(m) tax rules were also removed.

Shareholders approved an amendment to declassify the board of directors over three years and confirmed that, once declassified, directors may be removed with or without cause. All Class II director nominees were elected, executive compensation received advisory approval, annual "say on pay" frequency was chosen, the equity plan was ratified, and Deloitte & Touche LLP was ratified as independent auditor for 2026.

Lantheus Holdings reported fourth-quarter 2025 revenue of $406.8 million, up 4.0%, and full-year revenue of $1.54 billion. GAAP diluted EPS was $0.82 for the quarter and $3.41 for 2025, while adjusted diluted EPS reached $1.67 in Q4 and $6.08 for the year.

PYLARIFY sales were $240.2 million in the quarter, down 9.7%, while DEFINITY slipped 1.0% to $85.3 million and Neuraceq contributed $31.0 million. The company repurchased $100 million of stock in Q4 and about $300 million for the year, completed acquisitions of Life Molecular Imaging and Evergreen Theragnostics, and exited its legacy SPECT business. Lantheus is sharpening its focus on innovative PET radiodiagnostics and issued 2026 guidance of $1.4–$1.45 billion in revenue and adjusted diluted EPS of $5.00–$5.25.

Lantheus Holdings (LNTH) announced CEO transition arrangements. Effective November 6, 2025, the company entered into a Consulting Agreement with CEO Brian Markison and a Retirement and Separation Agreement. Mr. Markison will retire on December 31, 2025 and then serve as an advisor from January 1, 2026 through March 31, 2026, with an option to extend.

Under the Retirement Agreement, the company will continue his base salary through the Retirement Date. Within 60 days of December 31, 2025, he will receive a lump sum equal to his earned annual cash bonus for 2025, if any, based on actual company performance as determined in the ordinary course. Under the Consulting Agreement, he will receive an advisory fee of $83,333 per month. His outstanding equity awards will continue to vest through December 31, 2025 and thereafter follow the retirement features described in the company’s March 21, 2025 proxy statement.

Lantheus Holdings (LNTH) announced a leadership transition and furnished Q3 results via press release. The company reported that CEO and director Brian Markison will retire effective December 31, 2025, and will resign from the board on that date. He will serve as a strategic advisor through at least March 31, 2026.

Mary Anne Heino was appointed Executive Chair effective November 7, 2025, and will become Interim Chief Executive Officer on January 1, 2026. She has served on the board since 2015 and previously led the company as CEO from 2015 to March 1, 2024. The filing notes no disagreements underlying Mr. Markison’s decision. President Paul Blanchfield is departing effective November 7, 2025, and Amanda Morgan will continue as Chief Commercial Officer, reporting to Ms. Heino.

Compensation details for Ms. Heino: base salary of $83,333 per month (annual rate $1,000,000); eligibility for a fiscal 2026 bonus with a 110% target, prorated; and equity awards with an aggregate grant date fair value of $1,500,000 on November 13, 2025, split 50% Black‑Scholes value for options and 50% RSUs, vesting in full on the first anniversary of the grant date.

Lantheus Holdings, Inc. reported that its Chief Commercial Officer, Amanda Morgan, has informed the company that she is taking leave from the company for personal reasons, effective August 8, 2025. The filing does not indicate any change to her title or name a replacement in this excerpt, only that she will be on leave. The update is presented as a leadership availability change rather than a broader strategic or financial event.

Lantheus Holdings (LNTH) Form 8-K highlights: On 21-Jul-25 the company’s UK subsidiary closed the previously announced acquisition of Life Molecular Imaging Ltd. for an upfront cash payment of $350 million, securing 100 % of the target’s share capital in line with the January 2025 Sale & Purchase Agreement.

Item 7.01 discloses that a 22-Jul-25 press release (Exhibit 99.1) announced the closing and the appointment of Dr. Ludger Dinkelborg as Head of Research & Development, effective 1-Aug-25. He will oversee Clinical Development, Regulatory Affairs, Clinical Operations, Program Management and AI/Biomarkers Solutions, reporting to the CEO.

No financial statements or pro-forma figures accompany the filing; the report focuses solely on completion of the asset acquisition and the senior leadership change.