v3.26.3
Acquisition
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition
Kashiv BioSciences, LLC Acquisition
On April 21, 2026, the Company entered into a definitive agreement (the “Purchase Agreement”) for Amneal to acquire 100% of the outstanding membership interests in Kashiv BioSciences, LLC (a related party, see Note 20. Related Party Transactions) (“Kashiv”) in a transaction with consideration that included $375.0 million of cash and 28,942,108 shares of Class A common stock of the Company at closing, subject to customary purchase price adjustments for cash (the “Kashiv Acquisition”). Consideration for the transaction also included up to $350.0 million in potential contingent payments based on the achievement of certain regulatory milestones in the United States and potential contingent royalties equal to 25% of the amount by which annual aggregate gross profits for certain products exceed specified gross profit hurdle amounts for the corresponding annual royalty periods during the twelve-year period following the closing of the transaction. Kashiv is a vertically integrated biopharmaceutical company with numerous commercial and advanced clinical-stage assets and is among the few U.S.-based companies to both manufacture and receive marketing authorization for multiple biosimilars.
On August 10, 2026, the Company completed the Kashiv Acquisition for a preliminary purchase price of $1.3 billion. Kashiv’s operating results have been included in the Company’s consolidated financial statements since the acquisition date. The cash
portion of the consideration was funded through borrowings under the Company’s credit facilities (refer to Note 14. Debt for additional information). The Kashiv Acquisition was accounted for as a business combination under the acquisition method of accounting, with Amneal as the accounting acquirer.
The preliminary fair value of consideration transferred is summarized as follows (in thousands):
Cash consideration (1)
$266,066
Equity consideration (2)
491,610
Fair value of contingent consideration – milestone payments (3)
137,000
Fair value of contingent consideration – royalty payments (4)
252,000
Repayment of certain Kashiv debt obligations (5)
162,180
Receivable from sellers related to purchase price adjustment (6)
(1,814)
Settlement of pre-existing relationship (7)
(4,556)
Preliminary fair value of consideration transferred$1,302,486
(1)The cash consideration paid at closing of $266.1 million reflects the initial cash consideration of $375.0 million, less $180.0 million of indebtedness and $3.0 million of transaction expenses, plus $3.9 million of estimated closing cash, $66.7 million of working capital adjustments and $3.5 million of prepayment adjustments, each as determined pursuant to the terms of the Purchase Agreement. Certain amounts remain subject to customary post-closing adjustments.
(2)The Company issued 28.9 million shares of its Class A common stock to the sellers of Kashiv. The fair value of the equity consideration was based on the $17.88 closing price of the Company’s Class A common stock on NASDAQ on August 10, 2026, adjusted by a 5% discount for lack of marketability reflecting temporary transfer restrictions associated with the then-unregistered shares.
(3)The sellers of Kashiv are eligible to receive up to $350.0 million in contingent milestone payments upon the achievement of certain regulatory milestones in the United States for up to six designated Kashiv product candidates (consisting of up to $250.0 million for the first tranche of designated products and up to $100.0 million for the second tranche of designated products). The preliminary fair value of the contingent consideration for milestone payments on the acquisition date of approximately $137.0 million was based on significant Level 3 inputs that were not observable in the market. Key assumptions included the discount rate, probability of achievement of milestones, and projected year of payments. Refer to Note 16. Fair Value Measurements for additional information on the methodology and determination of this liability.
(4)The sellers of Kashiv are also eligible to receive, during the 12-year period following the acquisition date, royalty payments equal to 25% of the amount by which annual aggregate gross profits for certain products exceed specified gross profit hurdle amounts for the corresponding annual royalty period. The preliminary fair value of the contingent consideration for royalty payments on the acquisition date of approximately $252.0 million was based on significant Level 3 inputs that were not observable in the market. Key assumptions included projected future gross profits for the underlying products, the timing and probability of expected payments, and the discount rate applied to the estimated future cash flows. Refer to Note 16. Fair Value Measurements for additional information on the methodology and determination of this liability.
(5)Represents amounts paid at closing to repay certain debt obligations of Kashiv, including related prepayment amounts.
(6)Represents an estimated amount due from the sellers related to post-closing purchase price adjustments.
(7)The pre-existing balances between the Company and Kashiv were effectively settled upon completion of the acquisition.

The initial accounting for the acquisition remains incomplete, primarily related to the valuation of certain acquired assets and liabilities, including working capital, property, plant and equipment, intangible assets and contingent consideration, due to the
proximity of the acquisition date to the balance sheet date of September 30, 2026. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
Preliminary Fair Values as of
August 10, 2026
Cash and cash equivalents$3,111
Inventories (1)
22,215
Prepaid expenses and other current assets12,034
Related party receivables234
Property, plant and equipment (2)
111,584
Goodwill179,478
Intangible assets1,003,000
Operating lease right-of-use assets26,798
Operating lease right-of-use assets - related party (3)
7,143
Other assets (4)
14,299
Total assets acquired1,379,896
Accounts payable and accrued expenses28,838
Current portion of operating lease liabilities4,605
Current portion of operating lease liabilities - related party412
Related party payables - short term64
Long-term debt, net15,137
Operating lease liabilities22,687
Operating lease liabilities - related party4,768
Other long-term liabilities899
Total liabilities assumed77,410
Preliminary fair value of consideration transferred$1,302,486
(1)Includes a $6.5 million inventory fair value step-up adjustment, which will be recognized in cost of goods sold as the related inventory is sold.
(2)Includes a $10.9 million fair value step-up adjustment for acquired property, plant and equipment from its historical carrying value to its preliminary fair value, which will be recognized over the remaining service lives of the assets as depreciation expense.
(3)Includes a $2.0 million adjustment to reflect favorable lease terms relative to market.
(4)Includes $4.1 million of long-term restricted cash.
The preliminary fair values and estimated useful lives of identifiable intangible assets acquired as of August 10, 2026 were as follows (in thousands):
Preliminary Fair ValueWeighted-Average
Useful Life
(in years)
In-process research and development (“IPR&D”) (1)
$963,000
Indefinite (2)
Marketed product rights40,0009.0
Fair value of identifiable intangible assets acquired$1,003,000
(1)During September 2026, following the regulatory approval and launch of lanreotide, the related acquired IPR&D was reclassified to marketed product rights and began amortizing over an estimated useful life of approximately five years.
(2)IPR&D assets are considered indefinite‑lived until completion or abandonment of the related projects and are not amortized during the development period. Upon commercialization, the Company will determine a useful life and begin amortization.
The preliminary fair value of the identifiable intangible assets was determined using the income approach, which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. The assumptions, including the expected projected cash flows, utilized in the purchase price allocation and in determining the preliminary purchase price were based on management’s best estimates as of the closing date of the Kashiv Acquisition on August 10, 2026.
Some of the more significant assumptions inherent in the development of these asset valuations included projected revenues and revenue growth rates, estimated EBITDA margins, probability of success, and the discount rates applied to the projected cash flows. In developing these assumptions, management considered factors such as expected net cash flows for each asset or product, including anticipated revenues and associated costs, the risks and uncertainties associated with regulatory and commercial success, the expected lifecycle of each asset, and competitive and market trends. These assumptions reflect management's best estimates as of the acquisition date and involve significant judgment and uncertainty. Changes in the underlying assumptions could result in materially different fair value estimates; accordingly, actual results may vary significantly from estimated results.
The preliminary purchase price allocation remains subject to change as additional information regarding the fair values of assets acquired and liabilities assumed becomes available during the measurement period. Such changes could be material given the proximity of the acquisition date to September 30, 2026. Adjustments to the preliminary fair values of the net assets acquired could affect the Company’s consolidated financial statements in future periods.
Goodwill is measured as the excess of the preliminary fair value of the consideration transferred over the preliminary fair value of identifiable assets acquired, net of liabilities assumed. Goodwill primarily reflects the value of the assembled workforce, strategic positioning in the biosimilars market that Amneal anticipates capturing with the acquired platform, expected synergies and future revenue growth opportunities not attributable to currently identifiable assets, all of which was allocated to the Company’s Affordable Medicines segment.
The transaction was treated as an asset purchase for income tax purposes. The tax bases of the acquired assets and liabilities approximated their amounts recognized for financial reporting purposes at the acquisition date; accordingly, no deferred tax assets or liabilities were initially recognized with respect to those assets and liabilities. The goodwill, acquired intangible assets (marketed product rights and IPR&D), and tangible assets are expected to be fully deductible for income tax purposes.
For the three and nine months ended September 30, 2026, acquisition-related costs incurred and expensed in connection with the Kashiv Acquisition were $19.0 million and $31.7 million, respectively, and were recorded in acquisition and integration costs in the consolidated statements of operations.
For the three and nine months ended September 30, 2026, Kashiv contributed total net revenue of approximately $1.2 million and operating loss of $28.4 million to the Company’s consolidated results of operations.
Unaudited Pro Forma Information
The unaudited pro forma combined results of operations for the three and nine months ended September 30, 2026 and 2025
(assuming the closing of the Kashiv Acquisition occurred on January 1, 2025) were as follows (in thousands):

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net revenue$862,918$793,555$2,386,897$2,216,607
Net income (loss)$8,411$(22,748)$61,380$(43,119)
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. before accretion of redeemable non-controlling interest$(11,351)$(38,511)$13,922$(84,498)
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the Kashiv Acquisition closed on January 1, 2025. Furthermore, the pro forma results do not purport to project the future results of operations of the Company.
Adjustments to arrive at the unaudited pro forma information primarily reflect: (i) the elimination of intercompany transactions between Amneal and Kashiv, including the related impacts on net revenue, cost of goods sold and research and development (“R&D”) expenses; (ii) increases to cost of goods sold resulting primarily from amortization of acquired finite-lived intangible assets recognized in connection with the acquisition; (iii) a net increase in interest expense resulting from borrowings under the existing Term Loan due 2032 and Revolving Credit Facility used to finance the acquisition, partially offset by the elimination of historical interest expense associated with Kashiv term loan repaid on the acquisition date; and (iv) the removal of non-recurring transaction costs recognized in the historical financial statements and the presentation of such costs as if incurred on January 1, 2025. These adjustments are presented net of the related income tax effects.