PRGO 10-K & 10-Q changes, risk factors and insider trading

•Disruption of our supply chain, including as a result of pandemics, global health crises, or wars or other civil unrest, including war in Ukraine, or in the Middle East, could have a material adverse effect on our businesses, financial condition, results of operations and cash flows.

•Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control.

•AOur exposure to cybersecurity breach,threats disruptionand or misuse of ourthird‑party information systems,system or our external business partners’ information systemsvulnerabilities could haveresult in a material adverse effect on our business.

•Management transition createsand our ability to attract and retain key personnel create uncertainties, and any difficulties we experience in managing such transitionswhich may negatively impact our business.

•We are orand may become involved in lawsuits and may experience unfavorable outcomes of such proceedings.

•The resolution of uncertain tax positionspositions, andincluding any ongoing disputes with U.S. and foreign tax authoritiesauthorities, could be unfavorable, which could have a material adverse effect on our business.

•Our CSCA and CSCI segmentsbusinesses experience direct competition from other companies, including brand name companies, that may try to prevent, discourage or delay the use of our products through various measures, including introduction of new products, legislative initiatives, changing dosage forms or dosing regimens, regulatory processes, filing new patents or patent extensions, lawsuits, citizens’ petitions, and attempts to generate negative publicity prior to our introduction of a new competitive product. Moreover, other companies may produce the same products as us, sometimes sold at dramatically lower margins in order to gain market share. Other companies may also introduce new products or delivery techniques that make our current products less desirable.

The development and commercialization process, particularly with respect to innovative products, is both time consuming and costly, and subject to a high degree of business risk. Products currently under development may require re-design to meet evolving regulatory standards, may not perform as expected, may not pass required bioequivalence studies, or may be the subject of intellectual property challenges. Necessary regulatory approvals may not be obtained in a timely manner, if at all. Even if we are successful in developing a product, our customers' failure to launch one of our products successfully, or delays in manufacturing developed products, could adversely affect our operating results. In addition, regulatory agencies may impose higher standards or additional requirements, as a condition to clearing new products, such as requiring more supporting data and clinical data than previously required, which could negatively impact our net sales. In our CSCA segment,business, we must prove that the regulated generic drug products are bioequivalent to their branded counterparts, which may require bioequivalence studies, and, in the case of topical products, even more extensive clinical endpoint trials to demonstrate their efficacy, and the failure to do so could also negatively impact our sales.

We operate in highly regulated industries in numerous countries and are subject to the regulations of a variety of U.S. and non-U.S. agencies related to the manufacturing, processing, formulation, packaging, labeling, testing, storing, distribution, import, export, advertising, and sale (including cost, pricing and reimbursement) of our products, as described in detail in Item 1. Business - Government Regulation and Pricing. Changes in laws, regulations, and practices in the countries in which we operate, including changes in interpretation of existing regulations (which may have retroactive effect), and actual or possible government shutdowns, may be difficult or expensive for us to comply with, could restrict or delay our ability to manufacture, distribute, sell or market our products, and may adversely affect our revenue, operating results, and financial condition or impose significant administrative burdens. Moreover, changes in the interpretation of existing regulations or practices by such regulators could result in changes in the legal requirements affecting us (including with retroactive effect). Divergence in regulatory approach from country to country, and between the EU and individual member states, adds cost and complexity to the compliance framework; and differences in requirements and/or implementation dates in different jurisdictions may provide competitive advantages to manufacturers that operate in other locations. If our products fail to meet regulatory requirements, our sales may be adversely affected, we may incur fines and penalties, and our exposure to liability relating to product-based claims may increase. Below are some examples of ways in which regulatory risk may impact us:

•U.S. and global regulatory agencies regularly inspect our manufacturing facilities and the facilities of our third-party suppliers for good manufacturing practices ("GMP") and other regulatory compliance. The failure of one of these facilities to comply with applicable laws and regulations may lead to a breach of representations made to our customers, or to regulatory or government action against us related to the facility or the products made in that facility, including suspension of or delay in regulatory approvals and product seizure, injunction, recall, suspension of production or distribution of our products, a total or partial shutdown of production in one or more facilities, remedial measures, loss of licenses or other governmental penalties, or civil or criminal prosecution, which could result in increased cost, lost revenue, or reputational damage.

•Regulatory agencies globally, including the FDA and the European Medicines Agency, have issued guidance on assessing and controlling nitrosamine impurities in medicine products. Global regulators have stated that the nitrosamine impurity topic is evolving. We are continuing to undertakebe aactively review of our product portfolio in accordanceengaged with regulatorythe guidanceregulatory-based forums and associations to assesspartner thewith, riskproactively ofcontribute theto, presenceand ofrespond accordingly to scientific advancements around nitrosamine impurities. AnyAs such, we continue to perform thorough risk assessments as outlined by guidance and initiating mitigation and control measures for any finding of nitrosamine impurities exceeding levels set by regulatory authoritiesauthorities. These control measures may requireinclude usmodifying to adopt modifiedthe product sourcingformulation and/or manufacturingconducting processes or to initiateadditional product withdrawal.testing. If such measures are not successful, product withdrawal may be required.

•Rx-to-OTC switches are part of our future growth. If regulatory agencies fail to approve Rx-to-OTC switches in new product categories or reassess the terms of existing OTC classifications, our growth prospects and product mix would be impaired. Further, regulatory agencies may reassess the terms of OTC classification if they perceive a shift in the previously assessed benefit/risk profile. Any such reassessment could lead to OTC products reverting to prescription. For example, as described in Item 1. Business - Government Regulation and Pricing, Irish regulators are undertaking a formal review of non-prescription codeine products, which could result in the reclassification of codeine to prescription only after a brief transition period. A final opinion is expected in 2025.2026. Sales of products containing OTC codeine in Ireland were approximately $21$24 million in 2024.2025. Moreover, a reclassification by Ireland could lead to reviews in other jurisdictions as well.

•Our infant formula products may be subject to barriers or sanctions imposedthat by countries or international organizations limitinglimit international trade andor dictatingdictate theproduct contentcomposition. of such products. IfAs governments enhanceimpose new or more stringent regulations on the infant formula industry through actions such as requiring additional testingtesting, or compulsory batch-by-batch inspection, or impose additional requirements onrevised manufacturing practices,practice standards, our sales and operating margins in this category have been and could in the future be adversely affected as it is costly to comply with such new regulations or requirements, and to develop compliant products and processes for our infant formula products. For example, in March 2023, the FDA released its "Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market" and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula and resiliency of the infant formula market. In response to the FDA's evolving regulatory expectations on infant formula and observations at our facilities, we shortened our production campaigns to perform more frequent major cleanings, implemented enhanced product testing and quality procedures, adopted new manufacturing protocols, and made additional infrastructure investments. AsThese a result, wemeasures have been experiencing increased costs and lowerreduced production volumesvolumes, and we expect higher compliance costs movingto forward.continue. In March 2025, the U.S. Department of Health and Human Services (HHS) launched Operation Stork Speed, a regulatory initiative aimed at strengthening the safety, quality, transparency, and resilience of the U.S. infant formula supply. This initiative intends to review the nutrients used in infant nutrition, expand testing for contaminants, enhance labelling expectations, and will evaluate potential future regulatory updates. In addition, Operation Stork Speed extends the FDA’s personal importation policy, which allows individuals to import certain infant formula products for personal use, thereby potentially increasing competitive pressures in the U.S. infant formula market. Together, these measures may introduce new compliance and regulatory obligations and may affect competitive dynamics in the U.S. market.

•In 2023, the European Parliament voted on a proposal to extend the EU's Medical Device Regulation ("MDR") transition periods until 2027-2028, together with an extended validity of existing medical device certificates and the possibility to sell off existing medical device products until end of shelf-life. With this decision the European Parliament took into account that there is currently a shortage in the number of Notified Bodies authorized to carry out conformity assessments required under MDR.

Increasing healthcare expenditures have received considerable public attention in many of the countries in which we operate. In the U.S., government programs such as Medicare and Medicaid, as well as private insurers, have been focused on cost containment. In some markets in the EU and outside the U.S., the government provides healthcare at low direct cost to consumers and regulates pharmaceutical prices or patient reimbursement levels to control costs for the government-sponsored healthcare system. Both private and governmental entities are seeking ways to reduce or contain healthcare costs through legislative and regulatory efforts, as further described in Item 1. Business - Government Regulation and Pricing, which could place further pricing pressure on our products and could negatively impact our operating results.

We are dependent upon consumers' perception of the safety, quality, and efficacy of our products. Negative consumer perception of our products or certain ingredients may arise from media reports, social media posts, product liability claims, regulatory investigations,investigations or other government action, or recalls affecting our products or our industry, any of which may reduce demand or could damage our reputation and adversely affect our business.

•With respect to our powdered infant formula products, a risk of contamination or deterioration may exist at each stage of the production cycle, including the purchase and delivery of raw materials, the processing and packaging of food products, and the use and handling by consumers, hospital personnel, and healthcare professionals. If certain of our infant formula products are found or alleged to have suffered contamination or deterioration, whether or not under our control, our reputation and our infant formula product category sales could be materially adversely affected. As described in Part II. Item 7,7 Management's Discussion and Analysis of Financial Condition and Results of Operations, in response to the warning letter from the FDA in August 2023 and additional inspection observations at our Wisconsin infant formula facility, we have implemented new protocols and made additional infrastructure investments to address these observations.observations and expect to continue to make such changes. While all sites have returned to reliable, quality-assured production, we incurred certain extraordinary costs associated with the remediation and enhancement actionsactions, experienced increased production costs and reduced production volumes, and expect higher ongoing operatingcompliance costs atto our infant formula manufacturing sites moving forward.continue. Moreover, if we are unable to address the FDA's past or future observations to the FDA's satisfaction, we could incur additional compliance costs, and our reputation could be adversely affected if we are perceived by consumers to not be in compliance with such framework.

We rely on third parties to source many of our raw materials and to manufacture certain dosage forms that we distribute. Refer to Item 1. Business - Materials Sourcing. Certain raw materials may experience rapid cost increases due to increased labor, relevant commodities, tariffs and other trade restrictions, energy costs and other inflationary pressures, and this may have a material negative impact on our financial results, whether or not we are able to pass on such increases to our customers. We maintain several single-source supplier relationships, either because alternative sources are not available or because the relationship is advantageous due to regulatory, performance, quality, support, or price considerations. Unavailability or delivery delays of single-source components or products could adversely affect our ability to ship the related product in a timely manner, a particularly severe effect for higher volume or more profitable products. It can take substantial time and investment to qualify an alternative supplier or material sources and establish reliable supply.

Changes in regulation could impact the supply of the API and certain other raw materials used in our products. For example, the EU promulgated new standards requiring all API imported into the EU be certified as complying with Good Manufacturing Practices established by the EU. The regulations placed the certification requirement on the regulatory bodies of the exporting countries, which led to an API supply shortage in Europe as certain governments were not willing or able to comply with the regulation in a timely fashion, or at all. A shortage in API or other raw ingredients could cause us to have to cease manufacture of certain products, or to incur costs and delays to qualify other suppliers to substitute for those API manufacturers who are unable to export. This could have a material adverse effect on our business, results of operations, financial condition, and cash flow.

Disruption of our supply chain, including as a result of the pandemics, global health crises, or wars or other civil unrest, including the war in Ukraine, or in the Middle East, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our ability to manufacture, deliver and sell our products is critical to our success. Damage or disruption to our collective supply or distribution capabilities resulting from pandemics and other health crises, including government responses thereto, labor shortages, armed hostilities, border closures, weather conditions, freight carrier availability, any potential effects of climate change, natural disasters, strikes or other labor unrest or other reasons could impair our ability to manufacture, source inputs orinputs, ship, sell or timely deliver our products. Competitors can be affected differently by any of these events depending on a number of factors, including the location of their suppliers and operations. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of any of these events, or to effectively manage such events if they occur, particularly when a commodity or raw material is sourced from or a product is manufactured at a single location, could adversely affect our business, financial condition, results of operations and cash flows and require additional resources to restore our supply chain.

As the war in Ukraine continues, supply chain disruptions in specific categories such as oil, agricultural and paper based commodities continue to lead to inflationary pressures in those areas. Any escalation of the conflict could lead to wider disruptions in our supply chain or have larger macroeconomic effects. Additionally, the conflict in the Middle East could impact our supply of API. Israel is a global technology research and development center that plays a critical role to the global API market, as a number of key suppliers are located within Israel. Perrigo sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including Omeprazole. There is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. Although there has not been any material impact on operations and we believe we have a strong mitigation plan in place, the conflict in the Middle East remains active and fluid and we could experience disruptions to our API supply. Future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, and escalating conflicts in the Middle East and neighboring regions, are uncertain. Given the international scope of our operations, such effects of ongoing wars and armed conflicts, and others we cannot anticipate, could adversely affect our business, business opportunities, operations, and financial results.

Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control.

Our customers could be adversely impacted if economic conditions worsen in the U.S. or other countries in which we operate. In the U.S., our consumer self-care business does not advertise our store brand products like national brand companies and thus, is largely dependent on retailer promotional activities to drive sales volume and increase market share. If our customers do not have the ability to invest in store brand promotional activities, our sales may suffer. Additionally, while we actively review the credit worthiness of our customers and suppliers, we cannot fully predict to what extent they may be negatively impacted by slowing economic growth. Our stock price has declined and may continue to decline due to any earnings release or guidance that does not meet market expectations or other circumstances, which may be beyond our control, such as the severity, length and timing of the cough/cold/flu and allergy seasons, the timing of new product approvals and introductions by us and our competitors, and the timing of retailer promotional programs.

AOur exposure to cybersecurity breach,threats disruptionand or misuse of ourthird‑party information systems,system or our external business partners’ information systemsvulnerabilities could haveresult in a material adverse effect on our business.

•Interruptions, security breaches, or loss, misappropriation, or unauthorized access, use or disclosure of confidential information, which, individually or collectively, could result in financial, legal, business or reputational harm to us and could have a material adverse effect on our business, financial condition and results of operations.

We are also subject to numerous laws and regulations designed to protect personal data, such as the California Consumer Privacy Act and other similar state laws in the U.S., the U.K.'s Data Protection Act of 2018 and the European General Data Protection Regulation ("GDPR"). These data protection laws introduced more stringent data protection requirements and significant potential fines, as well as increased our responsibility and potential liability in relation to personal data that we process and possess. Compliance with such laws requirerequires significant time and resources and may impose significant challenges that are likely to continue to increase over time, particularly as additional regulatory agencies adopt similar or new requirements. We have put mechanisms in place to ensure compliance with applicable data protection laws, but there can be no guarantee of their effectiveness. For more information regarding our cybersecurity activities, please refer to Item 1C. Cybersecurity.

Management transition createsand uncertainties,our ability to attract and anyretain difficultieskey wepersonnel experiencecreate inuncertainties managing such transitionswhich may negatively impact our business.

In the normal course of business, we engage in discussions relating to possible acquisitions, divestitures, and other strategic transactions, some of which may be significant in size or impact. Transactions of this nature create substantial demands on management, operational resources, technology, and financial and internal control systems, and can be subject to government approvals or other closing conditions beyond the parties' control. In the case of acquisitions, we may face difficulties with integrating these businesses, managing expanded operations, achieving operating or financial synergies in expected timeframes or in new products or geographic markets. In the case of divestitures, including the disposition of the Rare DiseaseDiseases Business and the separation of the Rx business, we may face difficulty in effectively transferring contracts, obligations, facilities, and personnel to the purchaser, while minimizing continued exposure to risks and liabilities of the divested business. Moreover, the agreement for the sale of the Rare Diseases Business provided for up to €85 million in potential earnout payments based on the Rare Diseases Business achieving certain sales milestones. Should the business not perform up to these standards, we may not receive some or all of the earnout payments.

There are inherent uncertainties involved in identifying and assessing the value, strengths, and profit potential, as well as the weaknesses, risks, and contingent and other liabilities of acquisition targets, which can be affected by risks and uncertainties relating to government regulations and oversight as well as changes in business, industry, market or general economic conditions. For example, after our acquisition of Gateway,Nestlé’s Gateway infant formula plant along with the U.S. and Canadian rights to the GoodStart® infant formula brand and other related formula brands ("Gateway"), in response to the FDA's evolving regulatory expectations on infant formula and observations at our facilities, we have shortened our production campaigns to perform more frequent major cleanings and implemented enhanced product testing and quality procedures, resulting in additionalincreased production costs and lowerreduced production volumes of infant formula than previously anticipated.

We perform an impairment analysis on intangible assets subject to amortization when there is an indication that the carrying amount of any individual asset may not be recoverable. Any significant change in market conditions, estimates or judgments used to determine expected future cash flows that indicates a reduction in carrying value may give rise to impairment in the period that the change becomes known. Goodwill, indefinite-lived intangible asset, and definite-lived intangible asset impairments are recorded in Impairment charges on the Consolidated Statements of Operations. As of December 31, 2024,2025, the net book value of our goodwill and intangible assets were $3.3$2.1 billion and $2.4 billion, respectively. In the past three years, we have recognized a total of $178.9$1,542.0 million in asset impairments, across all segments and asset categories. Indicators of impairment are difficult to predict, particularly in the pharmaceutical and medical device industries. Because goodwill and intangible assets represent a significant portion of our total assets, any impairment charge could have a material adverse effect on our financial condition and results of operations in the period recognized, and could adversely affect the market value of our common stock and/or our outstanding debt securities. Refer to Item 8. Note 910 for additional information related to our goodwill and intangible assets.

Our success is dependent in large part on our ability to implement our One Perrigo strategy and business model successfully. To drive our business model and improve financial performance, we are engaged in certain ongoing restructuring programs. In late 2022, we initiated our Supply Chain Reinvention Program, designed to increase operational efficiency and improve our return on invested capital by, among other goals, reducing portfolio complexity, investing in advanced planning capabilities, diversifying sourcing, and optimizing our manufacturing assets and distribution models. In addition, in 2024 we launched Project Energize, a global investment and efficiency program to drive the next evolution of the Company's capabilities and organizational agility. We also continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results. We believe these initiatives will reduce operating costs and/or enhance our net sales, operating margins, and earnings;earnings. however, certainCertain of these initiatives require substantial management time and effort and costs during implementation, and there can be no assurance any of these initiatives will produce the anticipated benefits. Any increase in such costs or delay or failure to achieve the anticipated benefits could havematerially adversely affect our business, results of operations, liquidity, and financial condition. For example, the Company previously disclosed that it initiated a materialstrategic adversereview effectof onits ourinfant projectedformula results.and oral care businesses to assess a full range of alternatives, and there are no assurances that any such alternatives may achieve its intended objective.

Perrigo's broad offerings are well diversified across several major product categories as well as across geographies, primarily in North America and Europe, with no one product representing more than 5% of total revenue. In North America, Perrigo is the leading store brand private label provider of self-care products in many categories, including upper respiratory, nutritionhealthy lifestyle and women's health, along with brands including Opill® and Mederma®. In Europe, our portfolio consists primarily of brands, including Compeed®, EllaOneellaOne®, Solpadeine®, Jungle Formula®, and ACO®.

Two key initiatives arehave been fundamental toin advancing our self-care strategy — our Supply Chain Reinvention Program, a global supply chain efficiency program, and Project Energize, a global investment and efficiency program. In addition, we continue to invest in other initiatives, including innovation, information systems and tools, and our people to drive consistent and sustainable results.

Perrigo’s unique complementary businesses enablesenable each individually to play a specific reinforcing role, where 1) store brands and infant formula generate cash for investments into the Company’s key higher margin, higher growth or ‘High-Grow’ brands, 2) branding and innovation capabilities thatdeliver deliverboth brand and store brand demand generation leadingdesigned to lead to stronger customer partnerships, 3) consumer-led innovation that is scaled across brands, store brands and geographies, and 4) the Company’sleveraging global supply chain scale andof reachmore with 100-plus molecules,molecules at 100% consumermore price pointpoints coverage,to servesmore theconsumers mostdriving consumers.household penetration.

The Company’s plan to drive cash flow and total shareholder return is anchored behind its ‘Three-S’ plan – ‘Stabilizing’ Consumer Self-Care Americas store brand and infant formula businesses; ‘Streamlining’ the global portfolio, enterprise operating model and Consumer Self-Care International business; and ‘Strengthening’ what is working by prioritizing and increasing investments behind key ‘High-Grow’ brands.

Our reporting and operating segments reflect the way our chief operating decision maker, who is our CEO,Chief Executive Officer ("CEO"), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting and operating segments are:

EconomicMacroeconomic Uncertainty

Current macroeconomic conditions remain very dynamic, including impacts from inflation and interest rates, volatile changes in foreign currency exchange rates, tariffs and other trade restrictions, political unrest and uncertainty and legislative and regulatory changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows. As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on the Nutrition Network Optimization project, initiating an enterprise-wide operational enhancement program, and seeking further working capital improvements.

OurIn addition, our interest expense is impacted by the overall global economic and interest rate environment. We manage interest rate risk through our capital structure and the use of interest rate swaps to fix the interest rate on greater than 90% of our outstanding debt.

We continue to closely monitor the ongoing conflict and the social, political and economic environment in Israel and in the surroundingbroader regionMiddle East to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role toin the global Active Pharmaceutical Ingredients ("API") market, as a number of our key suppliers are located within Israel. The Company sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including Omeprazole.omeprazole. To date, Perrigo has confirmed that our suppliers in the region have active operations and continue to manufacture materials for us, and we have not received any reports of restrictions on imports or exports in Israel. However, there is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. If the conflict spreads or materially escalates, or if the conflict leads to further volatility and uncertainty in financial markets or economic conditions, the impact on our business and results of operations could be material. ThisFor includesexample, thean relatedescalation eventsin developingmilitary activity in the Red Sea andregion theirhas the potential to disrupt supply chains and lead to further inflationary pressures which we are also continuing to monitor closely.monitor.

As part of its efforts to prevent supply interruptions and risk of Cronobacter spp. illnesses associated with powdered infant formula, in March 2023, the Federal Drug Administration ("FDA") released an “Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market” and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula. In response to those changes, we made considerable investments in all our infant formula manufacturing sites. These investments included, among other things, enhancing our cleaning and sanitation protocols, our environmental monitoring programs, and quality oversight, as well as increasing the number of quality and operations personnel at the sites.sites, including enhanced cleaning and sanitation protocols, enhancements to our environmental monitoring programs, enhanced quality oversight and additional quality and operations personnel. These changes have resulted in higher costs,costs and lower manufacturing output,output and lower production yields across our infant formula network. In March 2025, the U.S. Department of Health and Human Services (HHS) launched Operation Stork Speed, a regulatory initiative aimed at strengthening the safety, quality, transparency, and resilience of the U.S. infant formula supply. This initiative intends to review the nutrients used in infant nutrition, expand testing for contaminants, and enhance labelling expectations, and will evaluate potential future regulatory updates. In addition, Operation Stork Speed extends the FDA’s personal importation policy, which allows individuals to import certain infant formula products for personal use, thereby potentially increasing competitive pressures in the U.S. infant formula market. Together, these measures may introduce new compliance and regulatory obligations and may affect competitive dynamics in the U.S. market.

As previously disclosed, the Companywe received a warning letter from the FDA on August 30, 2023 relating to the Perrigo Wisconsin infant formula facility, which waswe acquired from a third party in November 2022. While thewe Company was workingworked to resolve the issues raised in the August 30 letter, on November 29, 2023, the Companywe received notice from the FDA of additional inspection observations relating to Perrigo Wisconsin. Consistent with the Company’sour commitment to quality, the Companywe temporarily paused all production at that facility to address the FDA's observations. As part of this effort, the Companyand conducted an extended site-wide assessment and cleaning.

The CompanyWe also bolstered itsour internal resources and brought in additional outside expertise to help revise, enhance and strengthen comprehensive standards and processes across our infant formula network, including in some instances, pausing production for comprehensive cleaning and infrastructure improvements. All planned large-scale manufacturing plant improvementsresets werehave completedbeen incompleted, 2024,we buthave the Company continues to implement the next phase of ourimplemented quality enhancements, including further protocol, process and procedural improvements at the site level, and makeall additionalsites investmentsare toproducing upgradereliable, infrastructure.quality-assured We do not expect these continuing improvements to result in extended shutdowns beyond those required for typical planned maintenance activities.product.

In October and November 2024, the FDA conducted its first inspection of the Perrigo Wisconsin infant formula facility since the November 2023 inspection. Following this 2024 inspection, the FDA did not issue written observations via a Form FDA 483. In February 2026, the FDA conducted an additional inspection of the Perrigo Wisconsin infant formula facility and issued a Form 483. The matters raised in the February 2026 Form 483 do not relate to a production batch or an actual or potential recall of past production. We have initiated corrective actions and will continue to work collaboratively with the FDA.

We have incurred certain extraordinary non-recurring costs associated with the remediation and enhancement actions described above and the evolving U.S. infant formula regulatory landscape, including consulting and legal fees relating to the Company’sour responses to the FDA and the development and implementationinstitution of new protocols across our infant formula manufacturing sites, as well as other costs relating to the extended cleaning and sanitization and the pausing and restarting of production. Cash costs in 2024 to achieve thethis remediation andplan enhancementwere actionsapproximately described above totaling $21.7$22.6 million werewith incurred.approximately We95% alsoof expect higher ongoing operatingsuch costs atincurred our infant formula manufacturing sites moving forward as we continue to implement our enhanced program with additional internal capabilities. Due to these costs andduring the unabsorbedyear overheadended andDecember depressed31, sales volumes resulting from these actions, infant formula results in 2024 were below 2023 levels.2024.

In 2022, we initiated a Supply Chain Reinvention Program to reduce structural costs, improve profitability and our service levels to our retail partners, and strengthen our resiliency by streamlining and simplifying our global supply chain. Through this initiative, we arehave reducingreduced portfolio complexity, investinginvested in advanced planning capabilities, diversifyingdiversified sourcing, and optimizingoptimized our manufacturing assets and distribution models. WeThe estimateprogram aobjectives totalare annualnow run-raterealized potentialwith savingsapproximately opportunity$157 by the endmillion of fiscalannualized year 2028 of between $200 million to $300 millionbenefits (not including related depreciation expense on capital investments). To obtain these potential benefits, we anticipate incurring costs between $300 million to $350 millionachieved by the end of fiscal year 20282025. to complete the program implementation, with the substantial portion of theTotal costs incurred byover the endsame of 2025,period including capital investments, restructuring expenses and implementation costs.costs Atotaled significantapproximately portion$286 million. For the remaining project wind-down activities, we anticipate less than $10 million of theadditional annual run-rate potential savings of the Program, between $150 millioncosts to $200be millionincurred (not including related depreciation expense on capital investments), are anticipated by the end ofthrough fiscal year 2025. Refer to Item 8. Note 17 for further details on restructuring charges.2026.

As part of the Company'sour sustainable, value accretive growth strategy, the Companywe launched Project Energize in the first quarter of 2024 - a global investment and efficiency program to drive the next evolution of capabilities and organizational agility. This three-year program iswas expected to produce significant benefits in the Company’sour long-term business performance by enabling our One Perrigo growth strategy, increasing organizational agility and mitigating impacts from stabilizing and strengthening the infant formula business. As of December 31, 2025, Project Energize had achieved these objectives and has substantively completed.

Additionally,On duringApril 11, 2025, we completed the yearsale endedof Decemberthe 31,Richard 2024,Bittner weBusiness soldAG, 7an brandedAustrian productscontract inmanufacturing 4entity separate(the transactions"Richard Bittner Business") to HBI Health & Beauty Innovations Limited for total cash consideration of $37.9$14.4 million, whichnet of cash delivered. The sale resulted in a pre-tax gainloss of $28.1$1.6 millionmillion, net of professional fees, recorded in Other operating (income) expense, net on the Consolidated Statements of Operations within our CSCI segment.

•$50.6$66.5 million decrease fromdue to the prior year divestitures of the HRA Pharma Rare Diseases Business,Business (the "Rare Diseases Business") and the Orion Laboratories Hospital and& Specialty Business (the "Hospital & Specialty Business") and the sale of branded products within our CSCI segment; andpartially offset by

•$10.4$49.8 million decreaseincrease from unfavorablefavorable foreign currency translation.

•$137.7$48.2 million decrease in gross profit drivendue byprimarily to lower global OTC sales volumes, the impact of lowerdivested globalbusinesses OTCand exited products of $41.6 million, and net sales volumes resulting from a focus on productionimpact of higherpricing margin products, including positive impacts from $57.1 million of new products, and lower infant formula volumes within U.S. Nutrition driven by actions to augment and strengthen the infant formula network.actions. These lowerfactors sales volumes led to lower manufacturing productivity of Consolidated $131.1 million which waswere partially offset by $29.7 million from favorable currency translation, new products and benefits from strategic pricing actions and savings achieved throughthe Supply Chain Reinvention and Project Energize of $56.6 million. Additionally, exited products and divested businesses negatively impacted gross profit by $35.8 million and $17.5 million negative impact from infant formula remediation.Program. Gross profit as a percentage of net sales decreased 8020 basis points compared to the prior year due to the same factors that impacted gross profit; and

Perrigo's broad offerings are well diversified across several major product categories as well as across geographies, primarily in North America and Europe, with no one product representing more than 5% of total revenue. In North America, Perrigo is the leading store brand private label provider of self-care products in many categories, including upper respiratory, healthy lifestyle and women's health, in addition to offering brands including Opill® and Mederma®. In Europe, our portfolio consists primarily of brands, including Compeed®, ellaOne®, Solpadeine®, and Jungle Formula®, and ACO®.

Perrigo’s unique portfolio of businesses complement each other, where 1) store brands generate cash for investments into the Company’s key higher margin, higher growth brands, 2) branding and innovation capabilities are leveraged for both brand and store brand demand generation designed to generate stronger customer partnerships, 3) consumer-led innovation is scaled across brands, store brands and geographies, and 4) leveraging the scale of our global supply chain scale with more molecules at more price points to more consumers to drive increased household penetration.

Our reporting and operating segments reflect the way our chief operating decision maker, who is our Interim Chief Executive Officer (“CEO”), makes operating decisions, allocates resources and manages the growth and profitability of the Company. Our reporting segments are:

The Company's Oral Care product category and Other product category, which includes the Dermacosmetics business,business (through its April 30, 2026 divestment), are together disclosed as “All Other.”

(1) The Dermacosmetics business was historically reported in the Skin Care category and is now included within Other.Other through its April 30, 2026 divestment.

•On April 30, 2026, the sale of the Dermacosmetics Business was completed for total consideration of up$362.9 tomillion, €332.6net million.of cash delivered. The transaction consists of €305.6 million or $358.5 million in upfront cash, including €5.6$6.2 million inof netproceeds workingreceived capitalfor adjustments,inventory andon hand, less $1.8 million of cash delivered. The transaction also stipulates up to an additional €27.0 million contingent on the achievement of net sales milestonesmilestones, overof which €18.0 million is remaining through 2027. The sale resulted in a pre-tax gain of $129.5 million during the next three years.quarter. Brands sold in the transaction include ACO, Biodermal, Emolium, and Iwostin.

Project Energize delivered approximately $167 million of annualized pre-tax savings as of the end of the fiscal year 2025, within the range of $140 million to $170 million expected by the end of 2026. Reinvestment savings ofwere $35 million over the same period. Restructuring and related charges associated with these actions ofwere approximately $138 million over the same period compared to an original estimated range of $140 million to $160 million. For the remaining project wind-down activities, we anticipate less than $10 million of additional costs to be incurred through fiscal year 2026. Refer to Item 1. Note 14 for further details on restructuring charges.

In 2025, we initiated the Nutrition Network Optimization project to optimize our infant formula manufacturing footprint, upgrade packaging capabilities, harmonize quality processes, and enhance our research and development capabilities. On November 5, 2025, we announced a strategic review of our infant formula business. The review will assess a full range of alternatives and is aligned with our ‘Three‑S’ plan and reflects our commitment to disciplined capital allocation and supporting improved return on invested capital and total shareholder return. It will focus on a combination of accelerating cash flows and reassessing the previously announced investment in this business of $240 million, while optimizing portfolio impact and management focus. During the three months ended June 27, 2026, we executed a partial plant shut-down of our Vermont facility to rationalize capacity as part of this program. For further details on our restructuring charges related to the strategic review, refer to Item 1. Note 14.

We expect the program to enhance organizational effectiveness by evolving our structure to improve agility, accelerate decision‑making and better leverage technology. As part of this effort, we expect to reduce approximately 7% of our currentworkforce workforce.as of December 31, 2025. The program will also target operational cost reductions mainly in our supply chain and distribution network.

We anticipate gross pre‑tax annual run rate cost savings of $80 million to $100 million from the program, the majority of which are expected to be achieved in 2026. Cash costs to achieve these savings are expected to range between $80 million and $90 million.million primarily in 2026.

Current macroeconomic conditions remain dynamic, including impacts from inflation and interest rates, volatile changes in foreign currency exchange rates, tariffs and other trade restrictions, political unrest and uncertainty and legislative and regulatory changes. Any causes of market size contraction could reduce our sales or erode our operating margin and consequently reduce our net earnings and cash flows. As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on the Nutrition Network Optimization project,Optimization, initiating an enterprise-wide operational enhancement program, and seeking further working capital improvements.

During the first quarter of 2026, following the U.S. Supreme Court’s determination that tariffs imposed under the International Emergency Economic Powers Act were unlawful and subsequent orders of the U.S. Court of International Trade directing U.S. Customs and Border Protection to refund such duties, the Company concluded that recovery of a portion of previously paid tariffs is probable. Accordingly, the Company recorded a net receivable of approximately $21 million that benefited gross profit during the firstthree quartermonths 2026ended March 28, 2026, representing refunds expected to be received related to eligible import entries, based on information currently available, including shipment‑level data and applicable court guidance. During the three months ended June 27, 2026, we recorded a $9.6 million adjustment benefiting gross profit based on updated information, resulting in a net receivable of approximately $31 million. The timing of receipt of these refunds is subject to U.S. Customs and Border Protection’s administrative processes, and actual amounts received may differ from estimates as refund claims are validated.

Supply chain disruptions continue in specificmultiple commodity categories such as agricultural commodities due to climate impacts,impacts and impacts across the overall supply chain shortages,due to the conflicts between Russia and Ukraine, the Middle East Conflict and overall geopolitical tensions. Inflationary pressures are still a factor onsignificant cost factor in major economies globally across food, energy and labor.labor and general materials. The ongoing conflict involving Iran has contributed to volatility in global oil markets, resulting in rising oil prices. This escalation in oil prices presents an inflation risk for the broader economy. We previously experienced employment vacancies and attrition in the labor market which negatively impacted productivity and drove wage rate increases and other retention benefits. We implemented a series of actions to substantially mitigate these and other inflationary cost pressures, such as strategic pricing and our Supply Chain Reinvention Program. Benefits from our actions have substantially offset the impacts of inflation to date. However, future supply chain disruptions and inflationary pressures from the continuation of the conflicts between Russia and Ukraine, any escalating conflicts in the Middle East, the duration and extent of oil price increases,increases and persistent geopolitical tensions andalong with the impact of tariff and trade policy arecontinue uncertain.to foster uncertainty.

As part of its efforts to prevent supply interruptions and risk of Cronobacter spp. illnesses associated with powdered infant formula, in March 2023, the FederalFood and Drug Administration ("FDA") released an “Immediate National Strategy to Increase the Resiliency of the U.S. Infant Formula Market” and issued a letter to the powdered infant formula industry to share information to assist the industry in improving the microbiologic safety of powdered infant formula. In response to those changes, we made considerable investments in all our infant formula manufacturing sites. These investments included, among other things, enhancing our cleaning and sanitation protocols, our environmental monitoring programs, and quality oversight, as well as additional quality and operations personnel. These changes have resulted in higher costs and lower manufacturing output and production yields across our infant formula network. In March 2025, the U.S. Department of Health and Human Services (HHS) launched Operation Stork Speed, a regulatory initiative aimed at strengthening the safety, quality, transparency, and resilience of the U.S. infant formula supply. This initiative intends to review the nutrients used in infant nutrition, expand testing for contaminants, and enhance labelling expectations, and will evaluate potential future regulatory updates. In addition, Operation Stork Speed extends the FDA’s personal importation policy, which allows individuals to import certain infant formula products for personal use, thereby potentially increasing competitive pressures in the U.S. infant formula market. Together, these measures may introduce new compliance and regulatory obligations and may affect competitive dynamics in the U.S. market.

We continue to closely monitor the ongoing conflict and the social, political and economic environment in Israel and in the broader Middle East to evaluate the impacts on our operations and supply chain. Israel is a global technology research and development center that plays a critical role in the global Active Pharmaceutical Ingredients ("API") market, as a number of our key suppliers are located within Israel. The Company sources some raw materials and finished goods from suppliers in Israel for certain self-care products, including omeprazole. To date, Perrigo has confirmed that our suppliers in the region have active operations and continue to manufacture materials for us, and we have not received any reports of restrictions on imports or exports in Israel. However, there is potential for some disruption as it relates to in-country logistics, including freight. As a precaution, Perrigo has engaged alternate suppliers to help minimize a potential supply disruption. If the conflict spreads or materially escalates, or if the conflict leads to further volatility and uncertainty in financial markets or economic conditions, the impact on our business and results of operations could be material. For example, an escalation in military activity in the Strait of Hormuz and Red Sea region has the potential to disrupt supply chains and has lead to further inflationary pressures which we are also continuing to monitor.

Any currency translation effects described below represent estimates of the net differences between translation of foreign currency transactions into U.S. dollars for the three and six months ended MarchJune 28,27, 2026 at the average exchange rates for the reporting period and average exchange rates for the three and six months ended MarchJune 29,28, 2025.

•$102.7$13.7 million decrease, or 9.9%,1.3%, due primarily to lower consumption across both the U.S. and Europe, driven in part by lower seasonal incidence of cough and cold versus the prior year, which also led to lower retailer inventory levels.levels and soft consumption within the Self Care reporting segment. These factors were partially offset by continued market share gains in the U.S.Self Care and Europe,Infant Formula reporting segments, supported by innovation launches;

•$2.0$23.6 million decrease due primarily to the prior year sale of the Richard BittnerDermacosmetics Business that completed in April 2026; partially offset by

Operating income decreased $419.2$22.0 millionmillion, or 48.4%, due primarily to:

•$66.8$49.0 million decrease in gross profit due to the impact of lower net sales volumes, primarily within our Self Care reporting segment, the carry over impacts of planned under-absorption stemming from lower prior-year sales volumes, and unfavorable mix, partially offset by the net recognition of a recovery of a portion of previously paid tariffs of approximately $21$9.6 million. Gross profit as a percentage of net sales decreased 400370 basis points compared to the prior year due primarily to the same factors that drove gross profit,profit. asThis wellwas aspartially impactsoffset from prior year manufacturing volume headwinds in Infant Formula.by

•$85.8$23.1 million decrease, or 14.0%,3.9%, due primarily to unfavorable net pricing impacts and lower consumption across both the U.S. and Europe, driven in part by lower seasonal incidence of cough and cold versus the prior year, which also led to lower retailer inventory levels;

•$2.0$2.1 million decrease due primarily to thepreviously priorannounced year sale of the Richard Bittner Businessdivestitures; partially offset by

Segment operating income decreased $44.3$15.2 million, or 39.3%,16.2%, due primarily to theunfavorable carrygross over impact of prior year manufacturing volume headwinds, lower net salesprofit flow through partially offset by a $12.0 million decrease in operating expenses driven by benefits from the netOperational recognitionEnhancement of a recovery of a portion of previously paid tariffs.Program.

Net sales increaseddecreased $7.9$6.4 million, or 4.0%,2.8%, due primarily to:

•$1.7$6.7 million decrease, or 0.8%,2.9%, due primarily to lower net sales in Skin Health asdriven by lower store brand sales of Minoxidil atand onelower customernet weresales partiallyof offset by share gains in CompeedMederma® anddue Jungleto Formula®.prior year inventory restocking. The net decline in Skin Health was partially offset by the Women’s Health category, led by continued momentum from Opill® and ellaOne®.

Segment operating income increaseddecreased $13.2$5.2 million, or 31.4%,4.8%, due primarily to unfavorable gross profit flow through as a $16.0result of the carry over impacts of prior year manufacturing volume headwinds and unfavorable mix, partially offset by a $12.0 million decrease in operating expenses asdriven by lower advertising and promotional spend, including planned lower Opill® investment levels, favorable currency translation, and the net recognition of a recovery of a portion of previously paid tariffs more than offset the impact of prior year manufacturing volume headwinds and unfavorable mix.levels.

•$1.6$18.9 million increase, or 1.9%,23.1%, due primarily to growthtiming inof contract infant formula,formula partiallyshipments, offsetin byaddition lowerto increased net sales inof store brand and branded infant formula as the prior year period was elevated due to customer inventory replenishment.formula.

Segment operating income decreasedincreased $18.0$16.2 million, due primarily to unfavorablefavorable gross profit flow through drivenfrom bythe priorlapping yearof manufacturingisolated volumeproduction headwinds,variability partiallyin offsetthe byprior-year period that resulted in higher product scrap, and higher net sales, as well as a $4.0$6.2 million decrease in operating expenses driven by lower selling costs as a result of Projectactions Energize.taken as part of Nutrition Network Optimization.

•$16.9$2.9 million decrease, or 11.8%,2.4%, due primarily to lower net sales of Oral Care products; partially offset byproducts.