Financial Analysis

"BUSINESS COMBINATION On September 16, 2024, the Company completed its acquisition of Alimera pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2024 (the Merger Agreement), by and among the Company, Alimera and ANIP Merger Sub INC., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub). Pursuant to the Merger Agreement, Merger Sub merged with and into Alimera (the ""Merger""), with Alimera surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, each share of outstanding Alimera common stock (the Alimera Common Stock), including each Alimera RSA, Alimera PSU, Alimera RSU, and Alimera Warrant (each as defined below), but excluding any treasury shares or shares owned by the Company, Merger Sub or any other subsidiary of the Company or Alimera, was canceled and ceased to exist and was converted into the right to receive (i) $5.50 in cash (Closing Cash Consideration), and (ii) one contingent value right (a CVR), which represents the right to receive certain milestone payments subject to the terms and conditions set forth in the CVR Agreement entered into on Septe mber 16, 2024 (collectively, the Merger Consideration). The CVRs have been remeasured to fair value as of December 31, 2025. See Note 12 Fair Value in the notes to the consolidated financial statements. In addition to the amounts payable to the holders thereof in connection with the Merger, all of the outstanding awards o …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"2021 CREDIT FACILITY In connection with the acquisition of Novitium on November 19, 2021, the Company, as borrower, entered into a credit agreement (the 2021 Credit Agreement) with Truist Bank and other lenders, which provided for credit facilities consisting of (i) a senior secured term loan facility in an aggregate principal amount of $300.0 million (the 2021 Term Facility) and (ii) a senior secured revolving credit facility in an aggregate commitment amount of $40.0 million, which provided for revolving credit loans, swingline loans and letters of credit (the ""2021 Revolving Facility,"" and together with the 2021 Term Facility, the ""2021 Credit Facility""). The Company incurred $14.0 million in deferred debt issuance costs associated with the 2021 Credit Facility. Costs allocated to the 2021 Term Facility were classified as a direct reduction to the current and non-current portion of the borrowings, depending on their nature. Costs allocated to the 2021 Revolving Facility were classified as other current and other non-current assets, depending on their nature. A commitment fee of 0.5% per annum on any unused portion of the 2021 Revolving Facility. Extinguishment of the 2021 Credi t Facility On August 13, 2024, the Company entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, for the issuance of the 2.25% Convertible Senior Notes due 2029 (as described in Note 7 2.25% Convertible Senior Notes to the notes to the consolidated financial …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

All revenue recognized in the accompanying consolidated statements of operations is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue: Years Ended December 31, Products and Services (in thousands) 2025 2024 2023 Rare Disease and Brands Cortrophin Gel $ 347,778 $ 198,085 $ 112,117 ILUVIEN and YUTIQ 74,868 31,514 Rare Disease total net revenues $ 422,646 $ 229,599 $ 112,117 Brands 61,308 64,743 85,384 Rare Disease and Brands total net revenues $ 483,954 $ 294,342 $ 197,501 Generics and Other Generic pharmaceutical products $ 384,110 $ 301,004 $ 269,449 Royalties and other pharmaceutical services 15,302 19,030 19,866 Generics and Other total net revenues $ 399,412 $ 320,034 $ 289,315 Total net revenue $ 883,366 $ 614,376 $ 486,816 Years Ended December 31, Timing of Revenue Recognition (in thousands) 2025 2024 2023 Performance obligations transferred at a point in time $ 883,366 $ 614,376 $ 486,441 Performance obligations transferred over time 375 Total $ 883,366 $ 614,376 $ 486,816 …

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STOCK-BASED COMPENSATION Employee Stock Purchase Plan In July 2016, the Company commenced administration of the ANI Pharmaceuticals, Inc. 2016 ESPP. Under the ESPP, participants can purchase shares of common stock at a 15% discount on the lowest share price on the first day of the purchase period or the last day of the purchase period. During the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the ESPP. Subject to adjustment, the Amended and Restated ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, or Amended and Restated ESPP, authorized the issuance of an additional 500,000 shares. As of December 31, 2025, there are appro ximately 0.5 million shares of common stock available for issuance under the Amended and Restated ESPP. Stock Incentive Plan During the 2024 Annual Meeting of Stockholders held on May 21, 2024, the stockholders of the Company approved an amendment to the Amended and Restated Stock Incentive Plan (the 2022 Plan) (such amendment, the 2024 Stock Plan Amendment and the 2022 Plan, after giving effect to the 2024 Stock Plan Amendment, the Amended 2022 Stock Plan). Subject to adjustment, the 2024 Stock Plan Amendment authorizes the issuance of an additional 1,610,000 shares pursuant to the Amended 2022 Stock Plan. During the 2025 Annual Meeting, the stockholders of the Company approved a further amendment to the Amended 2022 Stock Plan (such amendment, the 2025 Stock Plan Amendment; and the Amended 2022 Stock Plan, after …

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"FAIR VALUE Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The inputs used in measuring the fair value of cash and cash equivalents are considered to be Level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of the Company's funds. The fair value of short-term financial instruments (primarily accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities) approximate their carrying values because of their short-term nature. The 2024 Credit Facility bears an interest rate that fluctuates with the changes in SOFR and because the variable interest rate approximates market borrowing rates available to the Company, the carrying value of the 2024 Credit Facility approximated its fair values at December 31, 2025 and 2024. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Alimera Contingent Value Rights Agreement On September 16, 2024, prior to consummation of the Alimera acquisition, the Company entered into a CVR agreement, pursuant to which holders of Alimera Common Stock, as well as holder …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

"GOODWILL AND INTANGIBLE ASSETS Goodwill As of December 31, 2025, the Company has assigned its goodwill in three reporting units, Generics and Other, Brands, and Rare Disease reporting units. As a result of the 2013 merger with BioSante Pharmaceuticals, Inc., the Company recorded goodwill of $1.8 million. As a result of the acquisition of WellSpring Pharma Services Inc. in 2018, the Company recorded goodwill of $1.7 million. From the acquisition of Noviti um in 2021, the Company recorded goodwill of $24.6 million . The goodwill from the transactions with BioSante Pharmaceuticals, Inc., WellSpring Pharma Services Inc., and Novitium is recorded in the Generics and Other reporting unit. As a result of the acquisition of Alimera, on September 16, 2024, the Company recorded goodwill of $34.3 million in the Rare Disease reporting unit. Refer to Note 3 Business Combination to the notes to the consolidated financial statements for further information related to the acquisition. There have been no events or changes in circumstances that would have reduced the fair value of the reporting units below their carrying value during the years ended December 31, 2025 and 2024, and as a result, no impairment charges have been recognized. In addition to the qualitative impairment analysis performed at October 31, 2025, there were no events or changes in circumstances that would have reduced the fair value of the reporting unit below its carrying value from October 31, 2025 to December 31, 2025. …

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"INCOME TAXES The foreign current and foreign deferred (benefit) expense below represent the Company's tax (benefit) expense from Canada, India, United Kingdom, Ireland, Portugal, and Germany. The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of all available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2025 and 2024, the consolidated valuation allowance was $12.4 million and $9.5 million, respectively, primarily related to deferred tax assets for net operating losses in the UK and certain U.S. state jurisdictions. In July 2025, the One Big Beautiful Bill Act (""OBBBA"") was enacted into law. For fiscal year 2025, the primary impact of the OBBBA to the tax provision was the accelerated expensing of domestic research and development activities which reduced the Company's deferred tax assets and reduced its current income tax liability. The OBBBA restored an EBITDA-based calculation permanently and it resulted in the reduction of deferred tax assets and additional tax-deductible interest expense. Income (loss) before expense (benefit) for income taxe …

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"Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) , which specifies additional disclosure requirements. The new guidance requires additional disclosures, including the composition of certain income expense line items (such as purchases of inventory, employee compensation, and ""other expenses"") and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and disclosures and anticipates disclosing any impact of the adoption in the annual report on Form 10-K for the fiscal year ended December 31, 2027. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires di …

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"RELATED PARTY TRANSACTIONS PIPE Shares On March 8, 2021, the Company entered into an Equity Commitment and Investment Agreement with the PIPE Investor, pursuant to which 25,000 shares were purchased for $1,000 per share and an aggregate purchase price of $25.0 million on November 19, 2021. The former Chairman of the Company's Board of Directors and current Director, Patrick D. Walsh, is an operating partner of Ampersand Capital Partners, an affiliate of the PIPE Investor. During the quarter ended September 30, 2025, all PIPE Shares were converted to shares of common stock, and as such there were no PIPE Shares outstanding as of December 31, 2025. Refer to Note 13 Mezzanine and Stockholders' Equity to the notes to the consolidated financial statements for further information related to the conversion of the PIPE Shares. Novitium In connection with the acquisition of Novitium, the Company entered into employment agreements with the two executives and founders of Novitium, Muthusamy Shanmugam, Head of R&D and COO of NJ Operations of ANI, and Chad Gassert, Sr. Vice President, Corporate Development and Strategy of ANI. Both serve as executive officers of the Company and Mr. Shanmugam also serves on the Company s Board of Directors. Mr. Shanmugam holds a minority interest in Scitus Pharma Services Private Limited (Scitus), which provides clinical research services to Novitium. Mr. Shanmugam holds interests in certain entities with which the Company conducts business, including …

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"RESTRUCTURING CANADA OPERATIONS On March 31, 2023 the Compan y ceased operations at the Oakville, Ontario, Canada manufacturing plant (the ""Property""). For the year ended December 31, 2025 and 2024, there were no restructuring activities recorded in the consolidated statements of operations or the consolidated balance sheets. For the year ended December 31, 2023, restructuring activities resulted in expenses of $1.1 million. This included $0.2 million of severance and other employee benefit costs and $0.7 million of asset-related impairment and accelerated depreciation costs, and $0.2 million for other miscellaneous costs. These costs were recorded as restructuring activities, an operating item, in the accompanying consolidated statements of operations. Certain of the severance and other employee benefit costs contain a service requirement, and as such, were accrued over time as they were earned. On February 15, 2024, ANI Pharmaceuticals Canada Inc., a wholly owned subsidiary of the Company, entered into an agreement with 1540700 Ontario Limited for the sale of the Property for a total purchase price of $19.2 million Canadian Dollars, or approximately $14.2 million, based on the then-current exchange rate at closing. On March 28, 2024, the Company completed the sale of the Property. After payment of commissions, real estate taxes, and other related costs of approximately $0.7 million, the Company received net proceeds of approximately $13.5 million at closing. The gain on …

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REVENUE RECOGNITION AND RELATED ALLOWANCES Revenue Recognition Revenues are primarily derived from sales of generic, rare disease, and brands portfolio pharmaceutical products, royalties, and other pharmaceutical services. Revenue is recognized when obligations under the terms of contracts with customers are satisfied, which generally occurs when control of the products is transferred to the customer. Variable consideration is estimated after the consideration of applicable information that is reasonably available. The Company generally does not have incremental costs to obtain contracts that would otherwise not have been incurred. The Company does not adjust revenue for the promised amount of consideration for the effects of a significant financing component because its customers generally pay within 100 days. All revenue recognized in the accompanying consolidated statements of operations is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue: Years Ended December 31, Products and Services (in thousands) 2025 2024 2023 Rare Disease and Brands Cortrophin Gel $ 347,778 $ 198,085 $ 112,117 ILUVIEN and YUTIQ 74,868 31,514 Rare Disease total net revenues $ 422,646 $ 229,599 $ 112,117 Brands 61,308 64,743 85,384 Rare Disease and Brands total net revenues $ 483,954 $ 294,342 $ 197,501 Generics and Other Generic pharmaceutical products $ 384,110 $ 301,004 $ 269,449 Royalties and other pharmaceutical services 15,302 19,03 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT REPORTING An operating segment is defined as a component of an entity that engages in business activities from which it may recognize revenues and incur expense, the operating results of which are regularly reviewed by the entitys chief operating decision maker (CODM) to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The CODM for the Company is the Chief Executive Officer. The Company does not aggregate its operating segments for reporting purposes, and therefore, the reportable segments are the same as its operating segments. Following the acquisition of Alimera and during the fourth quarter of 2024, the Company reorganized the segment information that is regularly provided to the CODM resulting in changes to the Company's identification of significant segment expenses. Therefore, the Company has recast prior period segment information to conform to the current-period presentation in accordance with the segment guidance at ASC 280-10-50-34. The Company is now organized into two operating segments a s follows: Rare Disease and Brands Consists of two reporting units, Rare Disease and Brands. The Rare Disease unit consists of operations related to the development, manufacture and marketing of proprietary branded pharmaceutical products, with a strategic focus on products used in the treatment of patients with rare disease conditions, and consists of operations related t …

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MEZZANINE AND STOCKHOLDERS EQUITY Authorized shares At the 2025 Annual Meeting, the stockholders of the Company approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 33.3 million shares to 66.0 million shares. The Company is authorized to issue up to 66.0 million shares of common stock with a par value of $0.0001 per share, 0.8 million shares of class C special stock with a par value of $0.0001 per share, and 1.7 million shares of undesignated preferred st ock with a par value of $0.0001 per share at December 31, 2025. There were 23.1 million and 22.5 million shares of common stock issued and outstanding as of December 31, 2025, respectively, and 21.5 million and 21.1 million shares of common stock issued and outstanding as of December 31, 2024, respectively. Public Offering In May 2023, through a public offering, the Company completed the issuance and sale of 2,183,545 shares of ANI common stock, resulting in net proceeds after issuance costs of $80.6 million. Class C Special Stock There were 11 thousand shares of class C special stock issued and outstanding as of December 31, 2025 and 2024. Each share of class C special stock entitles its holder to one vote per share. Each share of class C special stock is exchangeable, at the option of the holder, for one share of the Company's common stock, at an exchange price of $90.00 per share, subject to adjustment upon certain capitalization even …

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"SUBSEQUENT EVENTS U.S. Tariff Update On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (""IEEPA""). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Courts decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on the Company. The Company continues to monitor and evaluate these developments and assess their potential impact on its business, financial condition, and results of operations."

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