v3.26.3
Fair Value Measurements
9 Months Ended
Sep. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets that were measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):
Fair Value Measurement Based on
September 30, 2026TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets
Interest rate swap (1)
$33,775 $— $33,775 $— 
Liabilities
Contingent consideration liability (2)
$383,000 $— $— $383,000 
December 31, 2025
Assets
Interest rate swap (1)
$5,756 $— $5,756 $— 
(1)The fair value measurement of the Company’s interest rate swap classified within Level 2 of the fair value hierarchy is a model-derived valuation as of a given date in which all significant inputs are observable in active markets including certain financial
information and certain assumptions regarding past, present, and future market conditions. Refer to Note 17. Financial Instruments for information on the Company’s interest rate swap.
(2)The fair value measurement of contingent consideration liability has been classified as a Level 3 recurring liability as its valuation requires judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for various inputs, the estimated fair value could be higher or lower than what the Company determined. As of September 30, 2026, the contingent consideration liability associated with the Kashiv Acquisition of $383.0 million recorded in the Company’s consolidated balance sheet included $59.0 million in contingent consideration - related party - short term and $324.0 million in contingent consideration - related party - long-term. Refer to Note 2. Acquisition and Note 20. Related Party Transactions for additional information associated with the Kashiv Acquisition.
There were no transfers between levels in the fair value hierarchy during the nine months ended September 30, 2026.
Contingent Consideration
On August 10, 2026, the Company completed the Kashiv Acquisition, which provides for up to $350.0 million in undiscounted contingent payments based on the achievement of certain regulatory milestones in the United States and potential contingent royalties equal to 25% of the amount by which annual aggregate gross profits for certain products exceed specified gross profit hurdle amounts for the corresponding annual royalty periods during the twelve-year period following the closing of the Kashiv Acquisition.
There were no contingent payments made during the three and nine months ended September 30, 2026.
The following table provides a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):
Nine Months Ended September 30, 2026
Balance, December 31, 2025$— 
Addition due to the Kashiv Acquisition389,000 
Change in fair value during period(6,000)
Balance, September 30, 2026$383,000 
The fair value measurement of the contingent consideration liabilities was determined based on significant unobservable inputs, including the discount rate, estimated probabilities of success, timing of achieving specified regulatory milestones and the estimated amount of future revenues and gross profits for the underlying products subject to contingent royalty payments. The contingent consideration liability is estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which are then discounted to present value. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of the aforementioned inputs. If different assumptions were used for various inputs, the estimated fair value could be higher or lower than what the Company determined.
The following table summarizes the significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration liabilities as of September 30, 2026:
Contingent Consideration Liability
Fair Value as of
September 30, 2026
(in thousands)
Valuation TechniqueUnobservable inputRange
Weighted Average (1)
Regulatory Milestones
$135,000Probability-weighted discounted cash flowDiscount rate5.8%–6.8%6.2%
Probability of payment20.2%–92.5%63.0%
Projected year of payment2027–20312029
Royalties
$248,000Monte Carlo SimulationDiscount rate5.4%–7.6%6.8%
Volatility25.0%–25.0%25.0%
Probability of payment (2)
20.2%–92.5%63.0%
Projected year of payment (3)
2027–20382032
(1)Unobservable inputs were weighted by the relative fair value of each product candidate acquired.
(2)Excludes three products that have all successfully launched as of September 30, 2026 and have a 100% probability of payment.
(3)Projected year of payment represents the estimated timing of royalty payments utilized in the Monte Carlo Simulation valuation model. Payments are expected to occur from 2027 through 2038, with approximately 50% of discounted expected payments occurring by 2032.
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
The carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments. The carrying amount of the Kashiv Rupee Term Loan Facility approximated fair value as of September 30, 2026 due to its repayment on October 1, 2026. The carrying amount of the 2025 Revolving Credit Facility approximated fair value as of September 30, 2026 due to its variable interest rate, which reflects current market rates. The fair value measurement is classified within Level 2 of the fair value hierarchy.
The following is a summary of the Company’s indebtedness at fair value (in thousands):
September 30, 2026December 31, 2025
Term Loan Due 2032$2,446,434 $2,115,698 
Senior Notes Due 2032$601,500 $633,000 
The Term Loan Due 2032 and Senior Notes Due 2032 are each in the Level 2 category within the fair value hierarchy. The fair values were determined using market data for valuation.
Refer to Note 14. Debt in this Quarterly Report on Form 10-Q and Note 14. Debt in the Company’s 2025 Annual Report on Form 10-K for information about its indebtedness, including definitions of terms and additional information.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
There were no non-recurring fair value measurements during the nine months ended September 30, 2026 and 2025.