On March 13, 2025, the Company entered into a Transaction Agreement (as amended on April 23, 2025) (“Transaction Agreement”), with Endo and Salvare Merger Sub LLC, the Company’s wholly owned subsidiary (“Merger Sub”). On July 31, 2025, the Company completed the Business Combination, whereby the Company acquired all of the issued and outstanding shares of common stock of Endo in exchange for a combination of cash and the Company’s ordinary shares in accordance with the Transaction Agreement. Outstanding shares of common stock of Endo were cancelled and converted into the right to receive 0.2575 of a Mallinckrodt ordinary share (“Per Share Stock Consideration”) and approximately $1.31 in cash (“Per Share Cash Consideration”), without interest and subject to applicable withholding.

The Company acquired Endo by means of the merger of Merger Sub with and into Endo, with Endo continuing as the surviving entity in the merger and a wholly-owned subsidiary of Mallinckrodt (“Business Combination”). On July 31, 2025, prior to the completion of the Business Combination, the memorandum and articles of association of the Company were amended by means of a scheme of arrangement (“Scheme”) under the Companies Act 2014 of Ireland (as amended) and certain other amendments that had been previously approved by the Company’s shareholders (the “constitution amendment,” and, together with the Scheme and the Business Combination, the “Transactions”).

The Business Combination will result in increased product diversity and enhanced capabilities to develop, manufacture, market and distribute pharmaceutical products and therapies. As a result of the Business Combination, the Company consists of multiple wholly owned subsidiaries that operate in three reportable segments: Specialty Brands, Generics, and Sterile Injectables.

The Company’s operating results for the three and nine months ended September 26, 2025 reflect the consolidated results of two months of Endo’s performance in its consolidated and segments results. Net sales and net loss of Endo subsequent to closing of the Business Combination are included in the Company’s unaudited condensed consolidated statements of operation were $274.5 million and $155.0 million, respectively.

Mallinckrodt is the acquiring entity for accounting purposes. In identifying Mallinckrodt as the acquiring entity for accounting purposes, management took into account the voting rights of all equity instruments, the composition of the corporate governing body and senior management, the size of each of the companies, and the terms of the exchange of equity interests. The Company accounted for the Business Combination under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets and liabilities assumed at their fair value on the acquisition date. Any excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill.

The determination of the estimated fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Fair values were determined by management, using a variety of methodologies and resources, including external independent valuation experts. The valuation methods consisted of physical appraisals, discounted cash flow analyses, excess earnings, relief from royalty, and other appropriate valuation techniques to determine the fair value of assets acquired and liabilities assumed.


Endo shares of common stock outstanding as of July 31, 2025	76,313,462
Exchange Ratio	0.2575
Mallinckrodt ordinary shares issued in exchange	19,650,663
Mallinckrodt closing stock price (1)	$	90.50
Estimated fair value of Mallinckrodt ordinary shares issued	$	1,778.4
Other cash consideration (2)	0.0
Payment to Endo stockholders	100.0
Other merger consideration attributable to Endo stock-based awards	1.9
Obligation to cash settle shares underlying certain Endo stock-based awards	4.2
Total consideration transferred	$	1,884.5

(1)Mallinckrodt is not listed on a national securities exchange or quoted on the automated quotation system of a national securities association, and as such, used a preliminary fair value per ordinary share as of July 31, 2025 in accordance with U.S. Internal Revenue Code Section 409A to determine fair value of consideration transferred.


	Estimated fair value
Total consideration	$	1,884.5
Cash and cash equivalents	$	437.6
Restricted cash and cash equivalents	93.4
Accounts receivable, net	357.7
Inventories	885.7
Prepaid expenses and other current assets	81.2
Income taxes receivable	21.3
Property, plant and equipment, net	402.4
Inventories, long-term	502.6
Operating lease assets	36.8
Intangible assets, net	2,215.0
Deferred income tax assets	144.4
Other assets	20.4
Total assets, excluding goodwill	$	5,198.5
Current maturities of long-term debt	15.0
Accounts payable	91.5
Accrued payroll and payroll-related costs	63.2
Accrued interest	25.3
Accrued and other current liabilities	314.4
Long-term debt	2,545.0
Operating lease liabilities	33.2
Deferred tax liabilities	139.4

Other liabilities	94.3
Net assets acquired	$	1,877.2
Goodwill	$	7.3


	Net Book Value		Amortization Method	Weighted Average Useful Lives (in years)








Developed technology - Branded	$	2,113.0	Straight-line	12.0






Developed technology - Generics	51.0		Straight-line	3.2
Licenses agreements - Generics	34.0		Straight-line	3.0

In-process research and development - Generics	17.0		N/A	—
Total intangible assets	$	2,215.0		11.7

As summarized above, the Company recorded $7.3 million of goodwill related to expected value not allocated to other acquired assets, none of which will be tax deductible. Factors contributing to the purchase price that resulted in goodwill included the acquisition of management, technology, licenses, intellectual property, business processes and personnel that increase product diversity in the Company’s branded and generic businesses and enhanced capabilities to develop, manufacture, market and distribute pharmaceutical products and therapies.

As of September 26, 2025, the accounting for the Business Combination has not been finalized and the measurement period has not ended. Further adjustments may be necessary as a result of the Company’s on-going assessment of additional information related to the fair value of assets acquired and liabilities assumed.

Transaction expenses associated with the Business Combination are included in combination, integration, and other related expenses in the unaudited condensed consolidated statements of operations. During the three and nine months ended September 26, 2025, the Company recorded $93.8 million and $136.9 million, respectively, of legal, financial, other advisory and consulting, and severance expenses, which primarily relate to shareholder matters, integration planning and execution, and regulatory costs associated with the Business Combination. During the three months ended September 26, 2025, included within combination, integration and other related expenses, the Company recorded certain Business Combination-related severance costs of approximately $44.1 million.

The following unaudited pro forma consolidated financial information has been prepared as if the Business Combination had taken place on December 30, 2023, which is the beginning of Mallinckrodt’s most recently completed fiscal year. The unaudited pro forma financial information includes certain adjustments to each company’s historical actual financial results, including, but not limited to:

(iii)Adjustments to amortization expense based on the initial estimates of fair value inventory step up and finite-lived intangible assets. The adjustments include an expense recorded in costs of goods sold (“COGS”) associated with selling inventory acquired in the Business Combination which was adjusted to fair value as part of purchase accounting;

The unaudited Pro Forma Financial Information is provided for illustrative purposes only and may not provide an indication of results in the future. The unaudited Pro Forma Financial Information and underlying pro forma adjustments are based upon currently available information and include certain estimates and assumptions made by management; accordingly, actual results could differ materially from the unaudited Pro Forma Financial Information.

(1) On April 23, 2024, Endo International plc’s (“Endo’s Predecessor”) plan of reorganization became effective. In accordance with the Endo Plan (as defined below) on the Endo Effective Date (as defined below), Endo acquired substantially all of the assets, as well as certain equity interests of and assumed certain liabilities of Endo’s Predecessor. In accordance with ASC Topic 852, Reorganization, the provisions of fresh-start accounting were applied on the Endo Effective Date and Endo became the Successor entity for financial reporting purposes. Endo’s Predecessor’s reorganization items, net were $6,125.1 million.

During the three and nine months ended September 26, 2025, the Company recorded $33.3 million and $36.9 million, respectively, related to the separation of Par Health, which is comprised of the Company’s Generics and Sterile Injectables Segments, within liabilities management and separation costs on the unaudited condensed consolidated statements of operations. During the three and nine months ended September 27, 2024, the Company recorded $15.2 million and $32.2 million, respectively, related to the potential sales of non-core assets, including the Therakos Divestiture (as defined below), within liabilities management and separation costs on the unaudited condensed consolidated statements of operations.

On November 10, 2025 (“Redemption Date”), at 12:01 a.m. (Eastern Time in the United States), the Company completed the separation (“Separation”) of the Company’s Generics and Sterile Injectables reportable segments into an independent, private company named Par Health. The Separation was implemented by way of a redemption (“Redemption”) of all of the Company’s issued and outstanding 2025 Preferred Shares, par value $0.001 per share (the “Mallinckrodt Preferred Shares”). In connection with the Redemption and pursuant to Irish law, the Company allocated the right to receive 39,421,398 shares of common stock, par value $0.01 per share (“Par Health Common Stock”) of Par Health, being one hundred percent (100%) of the outstanding shares of Par Health Common Stock as of the Redemption Date, to certain holders of record of Mallinckrodt Preferred Shares as of October 27, 2025. Refer to Note 16 for additional information.

On November 29, 2024, the Company completed the sale of the Therakos business to affiliates of CVC Capital Partners IX (“Therakos Divestiture”) for total cash consideration of $887.6 million, which was net of preliminary purchase price adjustments, including an adjustment based on estimated net working capital at close. The Company paid $6.2 million for the final working capital settlement during the nine months ended September 26, 2025. As a result, the total cash consideration was $881.4 million, net of the final working capital settlement.

The Therakos business did not qualify as discontinued operations as it did not represent a strategic shift that would have a major effect on the Company’s operations and financial results. The financial results of the Therakos business reported within the Specialty Brands segment, are included in three and nine months ended September 27, 2024.

In connection with the Therakos Divestiture, the Company entered into a transition services agreement (“TSA”) effective upon closing to provide certain business support services generally for up to 18 months after the closing date or a longer period for certain services. These services include, but are not limited to, information technology, procurement, distribution, logistics and order to delivery, compliance, accounting, finance, and administrative activities. Revenue associated with the TSA is recorded within other income (expense), net, and expenses associated with servicing the TSA are recorded within their natural expense classification, respectively, on the unaudited condensed consolidated statement of operations. During the three and nine months ended September 26, 2025, net revenues under the TSA were $1.6 million and $6.8 million, respectively. There was no comparable TSA net revenue during the three and nine months ended September 27, 2024.

Prior to the Business Combination, on March 10, 2025, Endo entered into a definitive agreement to divest its International Pharmaceuticals business to Knight Therapeutics Inc. (“Knight”). The sale closed on June 17, 2025 prior to the Business Combination, and Endo received net cash consideration of approximately $78.6 million, consisting of $89.9 million upfront, less approximately $11.3 million related to certain permitted hold backs. During the third quarter of 2025, Endo received additional cash consideration from Knight of $2.4 million, which includes $0.5 million representing a final true-up payment relating to inventory on-hand as of the sale date and $1.9 million representing costs associated with certain employee termination costs initially paid by Endo and subject to reimbursement by Knight upon the satisfaction of certain conditions defined in the purchase and sale agreement. As of September 26, 2025, Endo remains eligible to receive up to an additional $9.5 million related to certain permitted holdbacks and up to $15 million in potential future payments contingent upon the achievement of certain milestones.

On February 2, 2024, the Mallinckrodt Board of Directors (“Board”) adopted a Transaction Incentive Plan (as amended on August 4, 2024 and December 2, 2024, the “A&R TrIP”), which was intended to compensate designated Mallinckrodt executive officers and directors with bonus payments to be made upon the consummation of qualifying strategic transactions and dispositions (each, a “Qualifying Transaction”). Each bonus payment earned under the A&R TrIP was to be generally delivered 50% in connection with closing of the applicable Qualifying Transaction and 50% on the earlier of (a) December 31, 2026 or a qualifying significant event, as defined in the A&R TrIP, and (b) a significant asset transaction, as defined in the A&R TrIP (“Final Payment Date”); provided, however that in the event that a Qualifying Transaction closes following a qualifying significant event or significant asset transaction, 100% of the applicable bonus payment earned with respect to such Qualifying Transaction generally will be paid in connection with closing of such Qualifying Transaction or, if later, when the associated proceeds are received. The Therakos Divestiture qualified as a Qualifying Transaction and the Business Combination qualified as a Qualifying Transaction and a qualifying significant event under the A&R TrIP, and as a result, the Final Payment Date was within 30 days of the closing of the Business Combination, which occurred on July 31, 2025. The A&R TrIP terminated in accordance with its terms as a result of the closing of the Business Combination.

The Company made payments related to the Business Combination of $99.3 million to participants in the A&R TrIP during the three and nine months ended September 26, 2025. Because the Business Combination was not considered probable until it closed under U.S. GAAP, the Company recognized $99.3 million in expense related to the A&R TrIP payments associated with the Business Combination during the three and nine months ended September 26, 2025, which were recorded within SG&A expenses on the unaudited condensed consolidated statement of operations.

The Company made payments for the second 50% installment of the A&R TrIP related to the Therakos Divestiture of $15.6 million to participants in the A&R TrIP during the three and nine months ended September 27, 2024. During the three and nine months ended September 26, 2025, the Company recognized $9.5 million and $12.9 million, respectively, in expense related to the A&R TrIP payments associated with the Therakos Divestiture, which were recorded within SG&A expenses on the unaudited condensed consolidated statement of operations. Comparatively, during the three and nine months ended September 27, 2024, the Company recognized $7.3 million in expense related to the A&R TrIP payments associated with the Therakos Divestiture. The Company accrued $2.7 million within accrued payroll and payroll-related costs in the unaudited condensed consolidated balance sheet as of December 27, 2024.