12. LONG-TERM DEBT

On the Closing Date, the Company entered into a credit agreement, by and among Alkermes plc, as the TopCo Borrower, Alkermes, Inc., as the U.S. Borrower, Alkermes Finance LLC, as the U.S. Co-Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner, BofA Securities, Inc., as Joint Lead Arranger and Joint Bookrunner, and the lenders party thereto (the “Credit Agreement”) and on August 12, 2026, the Company and the other parties thereto entered into an Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement, as amended, provides for (i) a senior secured term loan A facility in an outstanding principal amount of $745.3 million (the “TLA Facility”) and (ii) a senior secured term loan B facility in an outstanding principal amount of $773.1 million (the “TLB Facility” and together with the TLA Facility, the “Facilities”). The TLA Facility matures on February 12, 2031, and the TLB Facility matures on August 12, 2031.

The Credit Agreement Amendment reduced the interest rate spread (i) under the TLA Facility by 0.75% and (ii) under the TLB Facility by 0.50%, among other changes. After giving effect to the Credit Agreement Amendment, borrowings under the TLA Facility bear interest at an annual rate of, at the Company’s option, either (i) the Term SOFR Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio (as defined in the Credit Agreement)-based margin, ranging from 1.75% to 2.25% per annum or (ii) the Alternate Base Rate (as defined in the Credit Agreement) plus a Secured Net Leverage Ratio-based margin, ranging from 0.75% to 1.25% per annum. Borrowings under the TLB Facility bear interest at an annual rate of, at the Company’s option, either (i) the Term SOFR Rate plus a margin of 2.25% per annum or (ii) the Alternate Base Rate plus a margin of 1.25% per annum.

The Credit Agreement (other than with respect to the TLB Facility) requires the maintenance of a maximum Secured Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement), in each case, with the levels set forth in the Credit Agreement, as of the last day of any fiscal quarter of the Company ending after the Closing Date. In addition, the Credit Agreement contains customary affirmative and negative covenants that apply after the Closing Date, including limitations on indebtedness, liens, mergers, consolidations, sales of assets, investments, transactions with affiliates, restricted payments and sales and leasebacks. The Credit Agreement also contains certain customary events of default, including upon a change of control.

The Credit Agreement is guaranteed by subsidiary guarantors and secured by a lien on substantially all of the assets of the borrowers and the subsidiary guarantors, whether owned as of the Closing Date or thereafter acquired.

In November 2025, the Company entered into an amended and restated bridge term credit agreement, which provided for a senior secured bridge term loan facility in an aggregate amount of up to approximately $1.5 billion (the “Bridge Credit Facility”) to fund a portion of the consideration for the Avadel Acquisition (the “Bridge Credit Agreement”). The Bridge Credit Agreement was terminated upon entry into the Credit Agreement. For a description of the Bridge Credit Facility and the Bridge Credit Agreement, see Note 11, Long-Term Debt in the “Notes to Consolidated Financial Statements” in the Company’s Annual Report. During the three and nine months ended September 30, 2026, the Company incurred none and $7.4 million, respectively, in financing costs related to the Bridge Credit Agreement which was recorded within “Interest expense” in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

The Credit Agreement Amendment involved multiple lenders who were considered members of a loan syndicate. In accordance with ASC 470-50, Debt—Modifications and Extinguishments (“ASC 470”), the Company evaluated the amendment on a lender-by-lender basis to determine whether the transaction should be accounted for as a debt modification, debt extinguishment, or new debt issuance. Under ASC 470, a modification is considered substantially different if the present value of the remaining cash flows under the amended terms differs by at least 10% from the present value of the remaining cash flows under the original terms (the “10% Test”). The Company performed the 10% Test separately for each lender in the TLA Facility and TLB Facility syndicates. Based on this analysis, the portions of the TLB Facility attributable to three exiting lenders were accounted for as debt extinguishments, and the allocation to one new lender was accounted for as a new debt issuance. The Credit Agreement Amendment was otherwise accounted for as a debt modification.

In connection with the Credit Agreement Amendment, the Company incurred approximately $2.6 million of arranger fees and recognized approximately $0.5 million related to the write-off of previously deferred financing costs associated with the extinguished portion of the debt. During the three months ended September 30, 2026, the Company recognized these amounts within “Interest expense” in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

The Company is subject to mandatory prepayments of principal in certain circumstances, as set forth in the Facilities. To date, the Company has not been required to make any such mandatory prepayments. The Facilities also contain customary affirmative covenants and events of default. The Company was in compliance with its debt covenants at September 30, 2026.

At September 30, 2026, the Company’s balance of unamortized deferred financing costs and unamortized original issue discount costs were $3.6 million and $10.4 million, respectively. These costs are being amortized to interest expense over the estimated repayment period of the Facilities using the effective interest method. During the three and nine months ended September 30, 2026, the Company had amortization expense related to these costs of $0.6 million and $1.8 million, respectively.

In October 2026, the Company entered into two zero-cost interest rate collar agreements, each with a notional amount of $375.0 million, to limit the maximum interest on the Company’s long-term variable-rate debt and decrease its exposure to interest rate variability relating to three-month Term SOFR. The interest rate collar agreements both include a Term SOFR cap of 5.25% and Term SOFR floors of 4.25% and 4.30%, respectively, and mature in February 2029 and February 2030, respectively.