Alkermes reports $480.13 million revenue for Q3 2026

Cover page 3 changes

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For the quarterly period ended June September 30, 2026

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The number of the registrant's ordinary shares, $0.01 par value, outstanding as of July 23, October 30, 2026 was 167,763,272 168,043,540 shares.

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FOR THE QUARTERLY PERIOD ENDED JUNE SEPTEMBER 30, 2026

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Exhibits 3 changes

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Alkermes plc is a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. We have a portfolio of proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia, bipolar I disorder and narcolepsy. We have established a leadership position in orexin biology and are advancing a pipeline portfolio of clinical and preclinical candidates in development investigational orexin 2 receptor agonists for neurological disorders, including late-stage candidates in narcolepsy, and idiopathic hypersomnia and early-stage candidates in other psychiatric and neurological disorders, including attention-deficit hyperactivity disorder ("ADHD"), major depressive disorder ("MDD") and fatigue associated with multiple sclerosis and Parkinson's disease. Use of terms such as "us," "we," "our," "Alkermes" or the "Company" in this Form 10-Q is meant to refer to Alkermes plc and its consolidated subsidiaries. Except as otherwise suggested by the context, (a) references to "products" or "our products" in this Form 10-Q include our marketed products, marketed products using our proprietary technologies, our licensed products, our product candidates and product candidates using our proprietary technologies, (b) references to the "biopharmaceutical industry" in this Form 10-Q are intended to include reference to the "biotechnology industry" and/or the "pharmaceutical industry" and (c) references to "licensees" in this Form 10-Q are used interchangeably with references to "partners."

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We are the owner of various U.S. federal trademark registrations (" ® ") and other trademarks (" TM ") and service marks (" SM "), including ALKERMES ® , ARISTADA ® , ARISTADA INITIO ® , LinkeRx ® , LUMRYZ ® , LYBALVI ® , MICROPUMP ® , NANOCRYSTAL ® , REVITALYZ SM and VIVITROL ® .

The following are trademarks of the respective companies listed: BYANNLI ® , INVEGA ® , INVEGA HAFYERA ® , INVEGA SUSTENNA ® , INVEGA TRINZA ® , RISPERDAL CONSTA ® , TREVICTA ® , and XEPLION ® —Johnson & Johnson or its affiliated companies; and VUMERITY ® —Biogen MA Inc. (together with its affiliates, "Biogen"). Other trademarks, trade names and service marks appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Form 10-Q may be referred to without the ® , SM or TM symbol, symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

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Financial statements 28 changes

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Preferred shares, par value, $ 0.01 per share; 50,000,000 shares authorized; and zero issued and outstanding at June September 30, 2026 and December 31, 2025, respectively.

Ordinary shares, par value, $ 0.01 per share; 450,000,000 shares authorized; 184,700,718 185,203,061 and 181,011,166 shares issued; and 167,541,198 168,029,896 and 165,607,028 shares outstanding at June September 30, 2026 and December 31, 2025, respectively

Treasury shares, at cost ( 17,159,520 17,173,165 and 15,404,138 shares at June September 30, 2026 and December 31, 2025, respectively)

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OPERATING (LOSS) INCOME

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Foreign currency translation gain

Holding (loss) gain, net of a tax (benefit) provision of $( 78 111 ), $ 16 108 , $( 249 360 ) and $ 184 293 , respectively ( 255 367 ( 823 1,190

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Loss on debt extinguishment

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Cash flows (used in) provided by operating activities

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Payments for the repurchase of ordinary shares

Employee taxes paid related to net share settlement of equity awards ( 25,211 ( 30,766

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Deferred financing costs paid to third parties

Employee taxes paid related to net share settlement of equity awards ( 24,538 ( 30,459

Payment for the repurchase of ordinary shares

Payments of deferred financing costs

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Unpaid contingent consideration

Unpaid deferred financing costs to third-parties

Contingent consideration issued in business combination

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Repurchase of Alkermes' ordinary shares

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Issuance of ordinary shares under employee stock plans

Receipt of Alkermes' ordinary shares for the exercise of stock options or to satisfy minimum tax withholding obligations related to share-based awards

Share-based compensation

Unrealized loss on marketable securities, net of tax benefit of $ 111 ( 367 ( 367

BALANCE — September 30, 2026

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Issuance of ordinary shares under employee stock plans

Receipt of Alkermes' ordinary shares for the exercise of stock options or to satisfy minimum tax withholding obligations related to share-based awards

Share-based compensation

Unrealized gain on marketable securities, net of tax provision of $ 108

BALANCE — September 30, 2025

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Note 1: THE COMPANY 1 change

Alkermes plc is a global biopharmaceutical company that seeks to develop innovative medicines in the field of neuroscience. Alkermes The Company has a portfolio of proprietary commercial products for the treatment of alcohol dependence, opioid dependence, schizophrenia, bipolar I disorder and narcolepsy. Alkermes has established a leadership position in orexin biology and is advancing a pipeline portfolio of clinical and preclinical candidates in development investigational orexin 2 receptor agonists for neurological disorders, including late-stage candidates in narcolepsy, and idiopathic hypersomnia ("IH"), and early-stage candidates in other psychiatric and neurological disorders, including ADHD, MDD and fatigue associated with multiple sclerosis and Parkinson's disease. Headquartered in Ireland, Alkermes also has a corporate office and research and development ("R&D") center in Massachusetts and a manufacturing facility in Ohio.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

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The accompanying condensed consolidated financial statements of the Company for the three and six nine months ended June September 30, 2026 and 2025 are unaudited and have been prepared on a basis substantially consistent with the audited financial statements for the year ended December 31, 2025. The year-end consolidated balance sheet data, which is presented for comparative purposes, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the U.S. (commonly referred to as "GAAP"). In the opinion of management, the condensed consolidated financial statements include all adjustments of a normal recurring nature that are necessary to state fairly the results of operations for the reported periods.

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Note 4: REVENUE FROM CONTRACTS WITH CUSTOMERS 5 changes

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Six Months Ended June 30,

During the three and six nine months ended June September 30, 2026 and 2025, the Company recorded product sales, net, as follows:

Three Months Ended June September 30,

Nine Months Ended September 30,

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The decrease in Medicaid rebates as a percentage of sales was primarily due to gross-to-net favorability, as actual Medicaid rebates related to VIVITROL and ARISTADA/ARISTADA INITIO were lower than original estimates during the six nine months ended June September 30, 2026 by approximately $ 8.9 17.2 million and $ 8.1 11.2 million, respectively.

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Note 5: INVESTMENTS 4 changes

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Realized gains and losses on the sales and maturities of investments, which were identified using the specific identification method, were as follows:

Six Months Ended June 30,

Proceeds from the sales and maturities of investments

At June September 30, 2026, the Company's investments in corporate debt securities had a minimum rating of A3 (Moody's)/A (Standard and Poor's), and 64 85 of the Company's 115 99 investment securities were in an unrealized loss position with an aggregate estimated fair value of $ 112.2 140.1 million. The primary reason these securities were in an unrealized loss position is that they are fixed-rate securities that were acquired in a rising interest rate environment. In making the determination whether the decline in fair value of these securities was temporary, the Company evaluated whether it intended to sell the security and whether it was more likely than not that the Company would be required to sell the security before recovering its amortized cost basis. The Company has the intent and ability to hold these investments until recovery, which may be at maturity. During the three nine months ended June September 30, 2026, the Company realized a $ 0.5 million credit loss related to one of its corporate debt securities. Such loss was recorded within "Other (expense) income, net" in the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

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Note 6: FAIR VALUE 2 changes

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The Company transfers its financial assets and liabilities, measured at fair value on a recurring basis, between the fair value hierarchies at the end of each reporting period. There were no transfers of any securities between levels during the six nine months ended June September 30, 2026.

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At June 30, 2026, the fair value of the contingent consideration resulting from the Avadel Acquisition was $ 136.3 million and was recorded within "Contingent consideration" in the accompanying condensed consolidated balance sheets. T he contingent consideration was valued as a contingent liability utilizing Level 3 inputs as its fair value is based on significant inputs not observable in the market.

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Note 7: INVENTORY 1 change

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(1) At June September 30, 2026 and December 31, 2025 , the Company had $ 50.7 46.0 million and $ 31.7 million, respectively, of finished goods inventory located at its third-party warehouse and shipping service provider.

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Note 9: GOODWILL AND INTANGIBLE ASSETS 8 changes

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In connection with the Avadel Acquisition, the Company recorded the excess of the estimated fair value of the purchase price consideration over the fair value amounts assigned to the assets acquired and liabilities assumed as goodwill. For additional information related to the estimated purchase price consideration see Note 3, Business Combination in these "Notes to Condensed Consolidated Financial Statements". A rollforward of the Company's goodwill is as follows:

Goodwill at December 31, 2025

Additions in connection with the Avadel Acquisition

Goodwill at June 30, 2026

Based on its most recent analysis, the Company expects to amortize the following amounts:

Year Ending December 31,

Total remaining amortization expense

Based on its most recent analysis, the Company expects to amortize approximately $ 79.9 million, $ 103.8 million, $ 125.6 million, $ 118.1 million and $ 115.7 million of its definite-lived intangible asset in the years ending December 31, 2026 through 2030, respectively. Although the Company believes such expectations are reasonable, given the inherent risks and uncertainties underlying its expectations regarding future revenues, there is the potential for the Company's actual results to vary significantly from such expectations. If revenues are projected to change, the related amortization of the intangible assets will change in proportion to the change in revenues.

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Note 10: LEASES 3 changes

Future lease payments under non-cancelable leases at June September 30, 2026 consist of the following:

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At June September 30, 2026 , the weighted average incremental borrowing rate and the weighted average remaining lease term for all operating leases held by the Company were 3.5 3.3 % and 5.3 5.1 years, respectively. Cash paid for lease liabilities was $ 2.9 million and $ 5.7 8.6 million during the three and six nine months ended June September 30, 2026, respectively, as compared to $ 2.6 million and $ 5.1 7.7 million during the three and six nine months ended June September 30, 2025, respectively. The Company recorded operating lease expense of $ 2.2 2.3 million and $ 4.4 6.7 million during the three and six nine months ended June September 30, 2026, respectively, as compared to $ 1.9 million and $ 3.7 5.6 million during the three and six nine months ended June September 30, 2025, respectively.

In July 2026, the Company entered into a lease agreement for approximately 9,000 square feet of office space located at Five Park Place, Dublin, Ireland ("Five Park Place"). The initial term of the lease commences commenced on August 1, 2026 (the "Commencement Date") and expires on August 1, 2036 . In accordance with ASC Topic 842, Leases , the future lease payments as of June 30, 2026 outlined above do not include any Five Park Place payments.

Note 11: ACCOUNTS PAYABLE AND ACCRUED EXPENSES 3 changes

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A summary of the Company's current provision for sales discounts, allowances and reserves was as follows:

Total accrued sales discounts, allowances and reserves

Included in accounts payable was approximately $ 75.6 million and $ 59.6 million of amounts payable related to state U.S. Medicaid rebates as of June 30, 2026 and December 31, 2025, respectively.

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Note 12: LONG-TERM DEBT 3 changes

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On the Closing Date, the Company entered into a credit agreement, (the "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 aggregate outstanding principal amount of up to $ 750.0 745.3 million (the "TLA Facility") and (ii) a senior secured term loan B facility in an aggregate outstanding principal amount of up to $ 775.0 773.1 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 . On the Closing Date, the Company borrowed the full $ 1.525 billion available under the Facilities.

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 Ratio (as defined in the Credit Agreement)-based margin, which will initially be 2.75 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, which will initially be 1.75 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 2.75 2.25 % per annum or (ii) the Alternate Base Rate plus a margin of 1.75 1.25 % per annum.

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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 the closing of 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 six months ended June 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.

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Note 13: SHAREHOLDERS' EQUITY 2 changes

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During the three months ended March 31, 2026, the Company repurchased approximately 1.0 million of its ordinary shares under the Repurchase Program at an average purchase price of $ 27.82 per share, resulting in a total cost, exclusive of any fees, commissions or other expenses related to such repurchases, of $ 27.7 million. All ordinary shares repurchased were returned to treasury. No shares were repurchased during the three months ended June 30, 2026 or the three months ended September 30, 2026. As of June September 30, 2026, the remaining amount authorized under the Repurchase Program was $ 172.3 million.

On May 20, 2026, the Company's shareholders approved an amended version of the Alkermes plc 2018 Stock Option and Incentive Plan that served to, among other things, increase the number of ordinary shares authorized for issuance thereunder by 5,900,000 .

Note 14: SHARE-BASED COMPENSATION 2 changes

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At September 30, 2026 and December 31, 2025 , $ 3.5 million and $ 3.2 million, respectively, of share-based compensation expense was capitalized and recorded as "Inventory", and $ 3.1 million and $ 1.6 million, respectively, of share-based compensation expense was capitalized and recorded as "Other assets" in the accompanying condensed consolidated balance sheets.

During the three and nine months ended September 30, 2026, share-based compensation expense included: less than $ 0.1 million and $ 2.2 million, respectively, in post-combination expense related to the contingent liability for the potential CVR payment to former Avadel employees; $ 0.4 million and $ 5.0 million, respectively, in expense related to certain equity awards that were modified in February 2026 in connection with the retirement of the Company's former Chief Executive Officer; and none and $ 18.4 million, respectively, in post-combination expense related to Avadel Shares that were accelerated and settled by the Company on the Closing Date in connection with the Avadel Acquisition. During the three and nine months ended September 30, 2026, the share-based compensation expense related to these events consisted of $ 0.5 million and $ 18.9 million, respectively, in selling, general and administrative expense and less than $ 0.1 million and $ 6.7 million, respectively, in R&D expense.

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Note 16: INCOME TAXES 5 changes

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The Company's effective tax rates during the six months ended June 30, 2026 and 2025 were ( 3.4 )% and 15.9 %, respectively. The negative effective tax rate during the six months ended June 30, 2026 was due to taxes on income (including non-deductible expenses) earned in the U.S., and an overall loss before income taxes. The effective tax rate during the six months ended June 30, 2025 exceeded the Irish statutory rate of 12.5 %, primarily due to non-deductible expenses and income that was taxable at rates higher than the Irish statutory tax rate.

In March 2026, the Company was notified by the U.S. Internal Revenue Service ("IRS") that Alkermes US Holdings, Inc. ("Alkermes US Holdings"), a wholly-owned subsidiary of the Company, and subsidiaries of Alkermes US Holdings had been selected for examination for the year ended December 31, 2023. The Company is cooperating with the IRS by responding to inquiries and providing requested documentation. As of the date of this report, no adjustments have been proposed by the IRS as a result of this examination.

As of June September 30, 2026, the Company has recognized $ 123.0 120.8 million of deferred tax assets and, based on all available evidence related to the likelihood of realization of the existing and acquired tax attributes and the weight of the available evidence, believes it is more-likely-than-not that these deferred tax assets will be realized. For a discussion about the deferred tax assets and liabilities acquired in connection with the Avadel Acquisition, see Note 3, Business Combination in these "Notes to Condensed Consolidated Financial Statements".

The Company recorded an income tax benefit of $ 2.4 1.6 million and an income tax provision of $ 2.2 0.6 million during the three and six nine months ended June September 30, 2026, respectively, and tax provisions of $ 17.7 18.0 million and $ 20.8 38.8 million during the three and six nine months ended June September 30, 2025, respectively.

The income tax benefit in the three months ended June September 30, 2026 primarily relates to a lower estimated annual effective tax rate. employee equity activity. The income tax provision during the six nine months ended June September 30, 2026 was primarily attributable to taxes on income earned in the U.S. The income tax provisions during the three and six nine months ended June September 30, 2025 were primarily attributable to taxes on income earned in Ireland.

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Note 17: SEGMENT REPORTING 2 changes

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Other segment expense income (1)

(1) "Other segment expense" income" during the three and six nine months ended June September 30, 2026 and 2025, includes "Amortization of acquired intangible assets", "Change in fair value of contingent consideration", "Total other (expense) income, net" and "Income tax provision (benefit)".

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Note 18: COMMITMENTS AND CONTINGENT LIABILITIES 7 changes

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At June September 30, 2026, the Company's contingent consideration related to the CVR Milestone issued as part of the consideration for the Avadel Acquisition. Holders of Avadel Shares as of the Closing Date are entitled to receive a potential aggregate cash payment of $ 165.7 million, or $ 1.50 per Avadel Share, upon achievement of the CVR Milestone. For additional information related to the contingent consideration, see Note 3, Business Combination, and for information related to the change in the fair value of the contingent consideration, see Note 6, Fair Value in these "Notes to Condensed Consolidated Financial Statements".

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. On a quarterly basis, the Company reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss. Because of uncertainties related to claims and litigation, accruals are based on the Company's best estimates, utilizing all available information. On a periodic basis, as additional information becomes available, or based on specific events such as the outcome of litigation or settlement of claims, the Company may reassess the potential liability related to these matters and may revise these estimates, which could result in material adverse adjustments to the Company's operating results. At June September 30, 2026 , there were no potential material losses from claims, asserted or unasserted, or legal proceedings that the Company determined were probable of occurring. For claims that are reasonably possible, no estimable loss or range of loss can be made.

LUMRYZ ANDA Litigation

On July 30, 2026, Avadel CNS Pharmaceuticals, LLC and Flamel Ireland Limited, two wholly-owned subsidiaries of the Company, filed a patent infringement lawsuit against Granules India Limited ("Granules") in the U.S. District Court for the District of New Jersey (the "NJ District Court"). This lawsuit was filed following receipt of a "paragraph IV certification" notice from Granules regarding its filing of an abbreviated new drug application ("ANDA") with the U.S. Food and Drug Administration ("FDA") seeking approval to engage in the commercial manufacture, use or sale of a generic version of LUMRYZ (sodium oxybate) in the U.S. prior to the expiration of the Company's U.S. patents related to LUMRYZ. The Company intends to vigorously defend its intellectual property. The filing of the lawsuit within 45 days of receipt of the notice triggered a stay of FDA approval of the ANDA for up to 30 months in accordance with the U.S. Drug Price Competition and Patent Term Restoration Act of 1984 (the "Hatch-Waxman Act").

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Antitrust Class Action Litigation

In October 2025, Value Drug Company filed a complaint asserting antitrust claims against Alkermes, Inc. and APIL in the U.S. District Court for the District of Massachusetts (the "MA District Court"). The complaint was filed on behalf of a putative class of direct purchasers of VIVITROL and alleges that the Company's U.S. Patent No. 7,919,499 related to VIVITROL was fraudulently obtained, improperly listed in the Orange Book, and wrongfully enforced, resulting in delayed market entry for generic forms of VIVITROL. The lawsuit seeks, among other things, unspecified money damages plus interest, reasonable attorneys' fees and other costs. The Company intends to vigorously defend itself in this matter. In December 2025, Alkermes, Inc. and APIL filed a motion to dismiss the complaint with the MA District Court.

In August 2025, Alkermes Pharma Ireland Limited ("APIL") and Alkermes, Inc., two wholly-owned subsidiaries of the Company, filed a patent infringement lawsuit against Teva (as defined herein) in the U.S. District Court for the District of New Jersey (the NJ District Court and a patent infringement lawsuit against Apotex in each of the NJ District Court and the U.S. District Court for the District of Delaware (the "DE District Court"). In September 2025, APIL and Alkermes, Inc. filed a patent infringement lawsuit against MSN (as defined herein) in the NJ District Court. On In June 18, 2026, APIL and Alkermes, Inc. filed an additional patent infringement lawsuit against Apotex in the NJ District Court, which was consolidated on July 23, 2026 with the previously filed lawsuit in the NJ District Court. As used herein, Teva refers to Teva Pharmaceuticals, Inc., Apotex refers to Apotex Inc. and Apotex Corp., and MSN refers to MSN Laboratories Private Limited ("MSN Labs"), MSN Pharmaceuticals, Inc. and Novadoz Pharmaceuticals LLC. These lawsuits were filed following receipt of "paragraph IV certification" notices from each of Teva, Apotex and MSN Labs regarding their respective filings of an abbreviated new drug application ANDA with the U.S. Food and Drug Administration FDA seeking approval to engage in the commercial manufacture, use or sale of a generic version of LYBALVI (olanzapine and samidorphan tablets, 5mg/10mg, 10mg/10mg, 15mg/10mg and 20mg/10mg) in the U.S. prior to the expiration of certain of the Company's U.S. patents. The notices alleged that certain of the Company's patents related to LYBALVI are invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of the proposed generic products. The Company intends to vigorously defend its intellectual property. The filing of each lawsuit within 45 days of receipt of each of the respective notices triggered stays of FDA approval of each of the respective ANDAs for up to 30 months in accordance with the U.S. Drug Price Competition and Patent Term Restoration Act of 1984 the Hatch-Waxman Act.

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MD&A 49 changes

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Net income was $0.5 $16.3 million or $0.00 $0.10 per ordinary share—basic and diluted, $0.09 per ordinary share—diluted, for the three months ended June September 30, 2026 and net loss was $66.0 $49.7 million or $0.40 $0.30 per ordinary share—basic and diluted, for the six nine months ended June September 30, 2026, compared to net income of $87.1 $82.8 million and $109.6 $192.3 million or $0.53 $0.50 and $0.67 $1.17 per ordinary share—basic and $0.52 $0.49 and $0.65 $1.14 per ordinary share—diluted, for the three and six nine months ended June September 30, 2025, respectively.

The decrease in net income of $86.6 $66.5 million during the three months ended June September 30, 2026, as compared to the three months ended June September 30, 2025, was primarily due to increases in total operating expenses and interest expense of $180.0 $139.0 million and $25.9, $27.6 million, respectively. These increases were The increase in operating expenses was primarily related to the Avadel Acquisition and the increase in interest expense was related to interest incurred on the Facilities. In addition, our total revenues of $105.4 increased by $85.9 million during the three months ended June September 30, 2026, as compared to the three months ended June September 30, 2025, which was primarily due to the addition of LUMRYZ to our proprietary product portfolio.

The change in net loss of $175.5 $242.0 million during the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, was primarily due to increases in total operating expenses and interest expense of $328.5 $467.5 million and $46.8 $74.4 million, respectively. The increase in operating expenses was primarily related to the Avadel Acquisition and the increase in interest expense was related to interest incurred on the Facilities. In addition, our total revenues of $191.8 increased by $277.7 million during the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, which was primarily due to an increase in LYBALVI product sales, net and the addition of LUMRYZ to our proprietary product portfolio, as previously noted.

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In May 2026 and June 2026, respectively, U.S. Patent No. 12,629,366 and U.S. Patent No. 12,653,822 relating to ARISTADA were granted. U.S. Patent No. 12,629,366 has claims to the pharmaceutical composition of ARISTADA and expires in 2032. U.S. Patent No. 12,653,822 has claims to the treatment of schizophrenia by rapid and continuous intramuscular injection and expires in 2035.

In September 2026, U.S. Patent No. 12,746,237 relating to ARISTADA was granted. The patent has claims to ARISTADA's commercial process and expires in 2035.

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In June 2026, U.S. Patent No. 12,642,798 relating to ARISTADA INITIO was granted. The patent has claims to the manufacturing process and expires in 2035.

LUMRYZ (sodium oxybate) is an extended-release oral suspension product approved by the FDA in May 2023 and October 2024 as the first and only once-at-bedtime treatment for cataplexy or excessive daytime sleepiness ("EDS") in adults with narcolepsy and in pediatric patients seven years of age and older with narcolepsy, respectively. The FDA has granted seven years of orphan drug exclusivity ("ODE") to LUMRYZ for the adult and pediatric narcolepsy patient populations through May 1, 2030 and October 16, 2031, respectively. We exclusively commercialize LUMRYZ in the U.S. Pursuant to the settlement and license agreement entered into between Jazz Pharmaceuticals entities ("Jazz") and Avadel entities in October 2025 (the "Avadel Settlement Agreement"), from October 1, 2025, Jazz receives a royalty of 3.85% (subject to certain adjustments set forth in the Avadel Settlement Agreement) on net sales of LUMRYZ sold for narcolepsy and additional royalties on net sales of LUMRYZ sold for any other non-narcolepsy indications. For more information about the Avadel Settlement Agreement and underlying royalty obligations, see "Patents and Proprietary Rights – LUMRYZ" in "Item 1—Business" in our Annual Report.

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In September 2026 and October 2026, respectively, U.S. Patent Nos. 12,728,110 and 12,766,122 relating to LUMRYZ were granted. U.S. Patent No. 12,728,110 has claims to a powder formulation and expires in 2037. U.S. Patent No. 12,766,122 has claims to a method of titration and expires in 2037.

For a discussion of legal proceedings related to LUMRYZ, see Note 18, Commitments and Contingent Liabilities in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q, and for information about risks relating to such legal proceedings, see "Part I, Item 1A—Risk Factors" in our Annual Report and specifically the section entitled "Uncertainty over IP in the biopharmaceutical industry has been the source of litigation and other legal proceedings, and we and our licensees have previously and may in the future face claims against IP rights covering our products and competition from generic drug manufacturers."

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Alixorexton is a novel, investigational, oral, selective orexin 2 receptor ("OX2R") agonist in development for the treatment of narcolepsy type 1 ("NT1"), narcolepsy type 2 ("NT2") and IH. Orexin, a neuropeptide produced in the lateral hypothalamus, is considered to be the master regulator of wakefulness due to its activation of multiple, downstream wake-promoting pathways that project widely throughout the brain. Targeting the orexin system may address EDS across hypersomnolence disorders, whether or not deficient orexin signaling deficiency is the underlying cause of disease. Once-daily oral administration of Alixorexton was previously is currently being evaluated in a phase 1 study in healthy volunteers and patients with NT1, NT2 and IH and in Vibrance-1 and Vibrance-2, phase 2 studies in patients with NT1 and NT2, respectively. On April 1, 2026, we announced the initiation of the Brilliance Studies, a phase 3 program evaluating the safety and efficacy of alixorexton compared to placebo Brilliance Studies in adults with NT1 and NT2, Alixorexton is also currently being evaluated and in Vibrance-3, a the phase 2 Vibrance-3 study in patients adults with IH. The FDA has granted alixorexton Breakthrough Therapy designation for the treatment of NT1 and Orphan Drug Designation ("ODD") for the treatment of IH. The European Commission has granted ODD to alixorexton for the treatment of narcolepsy.

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On In May 12, 2026, the Company announced positive topline results from REVITALYZ, a double-blind, placebo-controlled, randomized withdrawal, multicenter phase 3 study evaluating the investigational use of LUMRYZ (sodium oxybate) extended-release oral suspension compared to placebo in adults with IH.

ALKS 7290 is a novel, investigational, oral OX2R agonist in development for the treatment of ADHD and as an adjunctive therapy to antidepressants in MDD. On September 21, 2026, the Company announced positive topline results from the phase 1 proof-of-concept study of ALKS 7290 in adults with ADHD. ALKS 7290 is currently being evaluated in phase 2 studies in adults with ADHD and adults with MDD.

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Our product sales, net, consist of sales of ARISTADA and ARISTADA INITIO, LYBALVI, VIVITROL, and, following the completion of the Avadel Acquisition on February 12, 2026, LUMRYZ, primarily to wholesalers, specialty distributors and specialty pharmacies. The following table presents the adjustments deducted from product sales, gross, to arrive at product sales, net, for sales of ARISTADA and ARISTADA INITIO, LUMRYZ, LYBALVI and VIVITROL during the three and six nine months ended June September 30, 2026 and 2025:

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(1) "Product sales, net" during the three and six nine months ended June September 30, 2026 include LUMRYZ beginning on February 12, 2026. Product sales, net amounts related to LUMRYZ are included within "Product sales, gross", "Product discounts", "Medicare Part D" and "Other".

The increases in product sales, gross, during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to the addition of LUMRYZ, a 9% and an 18% 7% increase, respectively, in the number of units sold for ARISTADA/ARISTADA INITIO and 23% a 16% and 20% increase, respectively, in the number of units sold for LYBALVI. During the six nine months ended June September 30, 2026, there was also an increase of 7% 2% in the number of units sold for ARISTADA/ARISTADA INITIO. VIVITROL. In addition, there was a 6% price increase that went into effect on January 1, 2026 for each of LYBALVI, ARISTADA/ARISTADA INITIO, LYBALVI and VIVITROL.

The decreases in Medicaid rebates as a percentage of sales during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to gross-to-net favorability, as actual Medicaid rebates were lower than original estimates by approximately $3.5 $8.3 million and $8.9 $17.2 million, respectively, for VIVITROL and $5.3 $3.1 million and $8.1 $11.2 million, respectively, for ARISTADA/ARISTADA INITIO. In addition, LUMRYZ does not participate in a the Medicaid drug rebate program. The increases in Medicare Part D during the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, were primarily due to increases of $13.5 million and $19.2 million, respectively, in adjustments related to expanded rebate eligibility for units of LYBALVI sold during those periods. The increases in Chargebacks and Other adjustments during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily related to the addition of certain gross-to-net deductions related to LUMRYZ.

The following table compares product sales, net earned during the three and six nine months ended June September 30, 2026 and 2025:

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The following table compares manufacturing and royalty revenues earned during the three and six nine months ended June September 30, 2026 and 2025:

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The increases in Other manufacturing and royalty revenue during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were primarily due to increases of $17.1 million and $12.0 million, respectively, in RISPERDAL CONSTA manufacturing revenue, primarily due to increases in the number of batches made available to Janssen for sale in the U.S., which has a higher selling price than product sold outside of the U.S., partially offset by decreases in revenues related to certain of our other legacy products.

The decreases in royalty revenues related to the long-acting INVEGA products during the three and nine months ended September 30, 2026, as compared to the three and nine months ended September 30, 2025, were primarily due to the expiry of our royalty on net sales of XEPLION in certain territories. The decrease in VUMERITY revenue during the three months ended June September 30, 2026, as compared to the three months ended June September 30, 2025, was due to decreases in manufacturing revenues revenue of $7.4 $3.5 million and decreases in royalty revenue of $1.4 $2.6 million. The decrease in VUMERITY revenue during the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, was due to a decrease in manufacturing revenues revenue of $13.4 $16.9 million, partially offset by an increase in royalty revenue of $4.1 $1.4 million. The decreases in VUMERITY manufacturing revenue were related to the conclusion of our VUMERITY manufacturing subcontracting obligations for Biogen in August 2025. The decrease variability in VUMERITY royalty revenue during the three and nine months ended June September 30, 2026, as compared to the three months ended June 30, 2025, and the increase in VUMERITY royalty revenue during the six months ended June 30, 2026, as compared to the six nine months ended June September 30, 2025, were was primarily due to a decrease and an increase, respectively, differences in end-market net sales of the product.

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In connection with the Avadel Acquisition, we acquired LUMRYZ inventory at its estimated fair value, resulting in a step-up of approximately $121.6 million above its cost. The inventory step-up is recognized in cost of goods manufactured and sold as the underlying inventory is sold. See Note 7, Inventory in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information related to purchase accounting adjustments. The increases in the cost of goods manufactured and sold during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily related to the addition of LUMRYZ and the amortization of such inventory step-up of approximately $31.0 $28.7 million and $43.7 $72.4 million, respectively. In addition, the cost of goods sold for ARISTADA/ARISTADA INITIO and VIVITROL increased due to increases in costs related to out-of-specification batches and investigation costs. These increases were partially offset by decreases of $5.1 $5.2 million and $14.0 $19.2 million, respectively, in the cost of goods manufactured for certain legacy products following the completion of our subcontracting arrangements for the manufacture of such products by the end of 2025.

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The following table sets forth our external R&D expenses for the three and six nine months ended June September 30, 2026 and 2025 relating to our then-current development programs and our internal R&D expenses, listed by the nature of such expenses:

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The increases in expenses related to alixorexton during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to increased spend related to the advancement of the development program, including initiation of our phase 3 Brilliance Studies in narcolepsy and costs related to our long-term extension study. The increases in expenses related to LUMRYZ during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were due to the addition, in connection with the Avadel Acquisition, of the REVITALYZ phase 3 development program. The increases in other orexin programs and other external R&D expenses during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to activities associated with our preclinical and clinical development programs.

The increases in employee-related expenses during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to increases in share-based compensation expense of $1.7 $0.5 million and $10.0 $10.5 million, respectively, and increases in labor and benefits expense related to a 16% increase in R&D-related headcount, primarily in connection with the Avadel Acquisition. The increase in share-based compensation expense during the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, was primarily due to expense of $6.7 million related to Avadel Shares that were accelerated and settled by us in connection with the Avadel Acquisition. See Note 3, Business Combination in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information related to purchase accounting adjustments.

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The increases in selling and marketing expense during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to increases in employee-related expenses of $18.0 $17.4 million and $45.8 $63.1 million, respectively, and marketing expense of $15.1 million and $19.4 $34.5 million, respectively. The increases in employee-related expenses were primarily due to a 16% an 18% increase in sales and marketing-related headcount due to the addition of the LUMRYZ commercial organization. Also, during the six nine months ended June September 30, 2026, we recorded share-based compensation expense of $13.3 $13.9 million related to Avadel Shares that were accelerated and settled by us in connection with the Avadel Acquisition. See Note 3, Business Combination in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information related to purchase accounting adjustments. The increases in marketing expense during the three and six nine months ended June September 30, 2026, as compared to the three and six nine months ended June September 30, 2025, were primarily due to the addition of marketing costs for LUMRYZ of $13.7 $12.9 million and $24.2 $37.1 million, respectively, partially offset by decreases of $4.4 $3.2 million and $8.3 $11.5 million, respectively, in direct marketing spend for ARISTADA/ARISTADA INITIO, LYBALVI and VIVITROL.

The increase in general and administrative expense during the three months ended June September 30, 2026, as compared to the three months ended June September 30, 2025, was primarily due to increases of $7.0 $4.7 million and $3.9 $5.4 million in employee-related expenses and professional service fees and employee-related expenses, respectively. The increase in labor and benefits expense professional service fees was primarily due to an 11% increase increases in general legal fees and administrative-related headcount. consulting fees. The increase in professional service fees employee-related expenses was primarily due to increases an increase in legal fees labor and consulting fees. benefits expense due to a 9% increase in general and administrative-related headcount. These increases were partially offset by a decrease in our estimated branded prescription drug fee.

The increase in general and administrative expense during the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, was primarily due to increases of $32.8 $33.1 million, $26.3 $31.7 million and $9.1 $13.8 million in expenses related to the Avadel Acquisition, employee-related expenses and professional service fees, respectively. Expenses related to the Avadel Acquisition included stamp duty and transaction-related advisory fees. The increase in employee-related expenses was primarily due to increases of $12.9 $19.9 million and $9.7 $9.9 million in labor and benefits expense and share-based compensation expense, respectively. The increase in labor and benefits expense was primarily due to an increase in severance expense of $5.6 $5.5 million related to the Avadel Acquisition, and the 11% 9% increase in general and administrative-related headcount noted above. The increase in share-based compensation expense was primarily due to the recognition of incremental share-based compensation expense following the modification of certain equity awards and due to Avadel Shares that were accelerated and settled by us in connection with the Avadel Acquisition. The increase in professional service fees was primarily due to an increase in legal fees and expenses incurred in connection with the Avadel Acquisition.

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We amortize our amortizable intangible assets using the economic-use method, which reflects the pattern that the economic benefits of the intangible assets are consumed as revenue is generated from the underlying patent or contract. Based on our most recent analysis, amortization of intangible assets included within our consolidated balance sheet at June September 30, 2026 is expected to be approximately $79.9 $74.7 million, $103.8 $83.7 million, $125.6 $112.7 million, $118.1 $122.3 million and $115.7 $128.6 million in the years ending December 31, 2026 through 2030, respectively.

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The changes in fair value of contingent consideration during the three and six nine months ended June September 30, 2026 related to an increase in probability of success of achieving the CVR Milestone following receipt of positive topline results from the REVITALYZ phase 3 clinical study of LUMRYZ in IH announced in May 2026. See Note 6, Fair Value , in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information regarding the valuation approach used to determine the fair value of the contingent consideration.

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Interest income consists of interest earned on our cash and available-for-sale investments. The increase in interest expense in both periods is due to financing costs related to the Bridge Credit Agreement through the Closing Date of the Avadel Acquisition, and interest incurred on the Facilities and costs incurred in connection with the Credit Agreement Amendment. See Note 12, Long-Term Debt in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information regarding the Bridge Credit Agreement and the Facilities.

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The income tax benefit in the three months ended June September 30, 2026 primarily related to a lower estimated annual effective tax rate. employee equity activity. The income tax provision during the six nine months ended June September 30, 2026 was primarily attributable to taxes on income earned in the U.S. The income tax provisions during the three and six nine months ended June September 30, 2025 were primarily attributable to taxes on income earned in Ireland.

Our effective tax rates during the nine months ended September 30, 2026 and 2025 were (1.3)% and 16.8%, respectively. The negative effective tax rate during the nine months ended September 30, 2026 was due to taxes on income (including non-deductible expenses) earned in the U.S., and an overall loss before income taxes. The effective tax rate during the nine months ended September 30, 2025 exceeded the Irish statutory tax rate of 12.5%, primarily due to non-deductible expenses and income that was taxable at rates higher than the Irish statutory tax rate.

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At June September 30, 2026 our investments consisted of the following:

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We used $20.6 generated $72.9 million and generated $249.0 $350.6 million of cash from operating activities during the six nine months ended June September 30, 2026 and 2025, respectively. We expect that our existing cash, cash equivalents and investments will be sufficient to finance our anticipated working capital and other cash requirements, including debt service and capital expenditures, for at least the twelve months following the date from which our financial statements were issued. Subject to market conditions, interest rates and other factors, we may pursue opportunities to obtain financing in the future, including debt and equity offerings, corporate collaborations, bank borrowings, arrangements relating to assets or other financing methods or structures.

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Six Months Ended June 30,

Information about our cash flows, by category, is presented in the accompanying condensed consolidated statements of cash flows. The following table summarizes our cash flows for the six nine months ended June September 30, 2026 and 2025:

Nine Months Ended September 30,

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Cash flows (used in) provided by operating activities

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Cash flows used in provided by operating activities for the six nine months ended June September 30, 2026 were $20.6 $72.9 million and primarily consisted of net loss of $66.0 $49.7 million, adjusted for non-cash items, including share-based compensation of $67.5 $94.2 million, depreciation and amortization of $49.7 $76.9 million, amortization of inventory step-up of $43.7 $72.4 million, the change in fair value of contingent consideration of $26.4 $27.0 million and a loss on debt extinguishment incurred in connection with the Credit Agreement Amendment of $0.5 million, partially offset by changes in working capital of $147.8 $156.8 million.

Cash flows provided by operating activities for the six nine months ended June September 30, 2025 primarily consisted of $109.6 $192.3 million of net income, adjusted for non-cash items, including $47.8 $72.4 million of share-based compensation, $15.2 $30.5 million in deferred income taxes, $23.3 million of depreciation and amortization and changes of $74.1 $27.7 million of changes in working capital.

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Cash flows used in investing activities for the six nine months ended June September 30, 2026 were primarily used to complete the Avadel Acquisition and purchase $12.2 $15.6 million of property, plant and equipment, partially offset by $17.9 $41.3 million in net sales of investments. Total cash consideration paid on the Closing Date was $2,199.2 million, which was accounted for as a business combination, and we recognized $2,085.1 million of assets acquired, net of liabilities assumed and cash transferred as an investing activity during the six nine months ended June September 30, 2026.

Cash flows used in investing activities for the six nine months ended June September 30, 2025 were primarily due to the purchase of $23.1 $40.4 million of property, plant and equipment, partially offset by $1.3 $11.8 million in net sales of investments.

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Cash flows provided by financing activities for the six nine months ended June September 30, 2026 primarily consisted of $1,511.6 million in net proceeds from the original borrowings under the Facilities in connection with the Avadel Acquisition and $42.0 $55.6 million of cash that we received upon exercises of employee stock options. These increases inflows were partially offset by $13.3 million in contractual principal payments under the Facilities, $27.7 million (exclusive of any fees, commissions or other related expenses) used to repurchase our ordinary shares under the our Repurchase Program and $24.5 $25.2 million of employee taxes paid related to the net share settlement of equity awards. In connection with the Credit Agreement Amendment, financing activities also included $45.5 million in additional proceeds from borrowings under the Facilities and $45.5 million in repayments to exiting lenders, whose debt was accounted for as extinguished under ASC 470-50 based on our lender-by-lender assessment. For additional details regarding the Facilities and the Credit Agreement Amendment, see Note 12, Long-Term Debt in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q.

Cash flows provided by financing activities for the six nine months ended June September 30, 2025 were due to $31.6 $32.2 million of cash that we received upon exercises of employee stock options, offset by $30.4 $30.8 million of employee taxes paid related to the net share settlement of equity awards.

On February the Closing Date, we entered into the Credit Agreement, and on August 12, 2026, in connection with the Avadel Acquisition, we entered into the Credit Agreement which Amendment. The Credit Agreement, as amended, provides for (i) a TLA Facility in an aggregate outstanding principal amount of up to $750.0 $745.3 million and (ii) a TLB Facility in an aggregate outstanding principal amount of up to $775.0 $773.1 million. The TLA Facility matures on February 12, 2031, and the TLB Facility matures on August 12, 2031. On the Closing Date, we borrowed the full $1.525 billion available to us under the Facilities.

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On February 12, 2026, in connection with completion of the Avadel Acquisition and our entry into the Credit Agreement, we terminated the Bridge Credit Agreement originally entered into in order to fund the Avadel Acquisition, as the commitments under the Credit Agreement, together with our cash on hand as of the Closing Date, were sufficient to fund the Avadel Acquisition.

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At June September 30, 2026, our contingent consideration related to the CVR Milestone issued in connection with the Avadel Acquisition. The fair value of the contingent consideration was determined as follows:

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• The fair value of the contingent consideration was estimated by applying a discount factor, calculated based on the likelihood of achievement of the CVR Milestone, from the expected time the milestone occurs to the end of the reporting period, to the estimated probability of success. We expect achievement of the CVR Milestone to be determined by the end of 2027 and used a discount rate of 6.18%; 7.08%;

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Our intangible assets consist primarily of IP related to the existing commercial product and IPR&D product candidates candidate that we acquired as part of the Avadel Acquisition. When significant identifiable intangible assets are acquired, we engage an independent third-party valuation firm to assist in determining the fair values of these assets as of the acquisition date. Discounted cash flow models are typically used in these valuations, which require the use of significant estimates and assumptions, including but not limited to:

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Market risk 2 changes

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At June September 30, 2026, our borrowings consisted of $1.525 $1.511 billion outstanding under the Facilities. The TLA Facility matures on February 12, 2031; the TLB Facility matures on August 12, 2031. The Facilities bear interest at the one-, three- or six-month SOFR rate of our choosing plus a credit spread adjustment applicable to the interest period and an applicable margin of 2.75%. (i) 1.75% to 2.25% for the TLA Facility and (ii) 2.25% for the TLB Facility. In October 2026, we entered into two zero cost interest rate collar agreements, each with a notional amount of $375.0 million. Both interest rate collar agreements include a Term SOFR cap of 5.25% and a floor of 4.25% and 4.30%, respectively, and mature in February 2029 and February 2030, respectively. We are currently using the three-month SOFR rate, which was 3.70% 4.07% at June September 30, 2026. A 10% increase in this rate would increase the amount of interest we would expect to pay from July October 1, 2026 through December 31, 2026 by $2.9 $1.6 million. See Note 12, Long-Term Debt in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information related to the Facilities.

See Note 12, Long-Term Debt in the "Notes to Condensed Consolidated Financial Statements" in this Form 10-Q for additional information related to the Facilities.

Controls and procedures 2 changes

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Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June September 30, 2026. Based upon that evaluation, our principal executive officer and principal financial officer each concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (b) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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During the three months ended June September 30, 2026, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 8 changes

The following table summarizes purchases of our ordinary shares made by or on behalf of us or any of our affiliated purchasers, as defined in Rule 10b-18(a)(3) under the Exchange Act, during the three months ended June September 30, 2026:

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April 1, 2026 – April 30, 2026

May 1, 2026 – May 31, 2026

June 1, 2026 – June 30, 2026

July 1, 2026 – July 31, 2026

August 1, 2026 – August 31, 2026

September 1, 2026 – September 30, 2026

(1) Consists of ordinary shares acquired during the three months ended June September 30, 2026 to satisfy tax withholding obligations related to the vesting of equity awards.

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Other information 1 change

During the three months ended June September 30, 2026, the following contracts, instructions or written plans for the purchase or sale of the Company's securities that are or were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (each, a "Rule 10b5-1 plan") were adopted by officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors of the Company: (i) on May 15, August 6, 2026 , Christian Todd Nichols , our Chief Commercial Officer Dr. Cato Laurencin , a director of the Company, adopted a Rule 10b5-1 plan providing for the sale of up to 7,576 16,142 ordinary shares of the Company that may be obtained from the exercise of stock options; this plan is scheduled to expire on February 10, December 31, 2027 ; (ii) on June 8, August 21, 2026 , Samuel Parisi , our Interim Principal Accounting Officer Dr. Christopher Wright , a director of the Company, adopted a Rule 10b5-1 plan providing for the sale of up to 27,785 39,297 ordinary shares of the Company that may be obtained from the exercise of vested stock options or the vesting of restricted stock unit awards; this plan is scheduled to expire on September 7, November 18, 2027 ; and (iii) on June 12, August 31, 2026 , Blair Jackson , our Chief Operating Officer Shane Cooke , a director of the Company, adopted a Rule 10b5-1 plan providing for the sale of up to 35,699 41,675 ordinary shares of the Company, including 21,675 that may be obtained from the exercise of vested and expiring stock options; this plan is scheduled to expire on February 17, August 31, 2027 . During the three months ended June September 30, 2026, no other directors or officers of the Company adopted or terminated a Rule 10b5-1 plan or a trading plan not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.