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The following discussion should be read in conjunction with the accompanying condensed consolidated financial statements and related notes beginning on page 5 in this Form 10-Q, and “Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements and notes thereto accompanying our Annual Report.
Executive Summary
Net income was $0.5 million or $0.00 per ordinary share—basic and diluted, for the three months ended June 30, 2026 and net loss was $66.0 million or $0.40 per ordinary share—basic and diluted, for the six months ended June 30, 2026, compared to net income of $87.1 million and $109.6 million or $0.53 and $0.67 per ordinary share—basic and $0.52 and $0.65 per ordinary share—diluted, for the three and six months ended June 30, 2025, respectively.
The decrease in net income of $86.6 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to increases in total operating expenses and interest expense of $180.0 million and $25.9, respectively. These increases were primarily related to the Avadel Acquisition. The increase in total revenues of $105.4 million during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to the addition of LUMRYZ to our proprietary product portfolio.
The change in net loss of $175.5 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to increases in total operating expenses and interest expense of $328.5 million and $46.8 million, respectively, primarily related to the Avadel Acquisition. The increase in total revenues of $191.8 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to an increase in LYBALVI product sales, net and the addition of LUMRYZ, as previously noted.
These items are discussed in greater detail later in the “Results of Operations” section in this “Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.
Products
Marketed Products
The key marketed products discussed below have generated, or are expected to generate, significant revenues for us. See the descriptions of the marketed products below and “Part I, Item 1A—Risk Factors” in our Annual Report for important factors that could adversely affect our marketed products. See the “Patents and Proprietary Rights” section in “Part I, Item 1—Business” in our Annual Report for information with respect to the IP protection for these marketed products.
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The following provides summary information regarding our proprietary products that we commercialize:
Proprietary Products
Product Indicated Disease State Territory
Schizophrenia (Initiation or re-initiation of ARISTADA) U.S.
Schizophrenia U.S.
Narcolepsy U.S.
Schizophrenia;Bipolar I disorder U.S.
Alcohol dependence;Opioid dependence U.S.
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The following provides summary information regarding certain key third-party products using our proprietary technologies under license and our key licensed product, that are commercialized by our licensees:
Key Third-Party Products Using Our Proprietary Technologies
Product Indicated Disease State Licensee Licensed Territory
INVEGA SUSTENNA / XEPLION INVEGA SUSTENNA:Schizophrenia; Schizoaffective disorder XEPLION:Schizophrenia Janssen Pharmaceutica (together with Janssen Pharmaceuticals, Inc., Janssen International and their affiliates “Janssen”) Worldwide
INVEGA TRINZA / TREVICTA Schizophrenia Janssen Worldwide
INVEGA HAFYERA / BYANNLI Schizophrenia Janssen Worldwide
Our Key Licensed Product
Product Indicated Disease State Licensee Licensed Territory
VUMERITY Multiple sclerosis Biogen Worldwide
Proprietary Products
We have developed and now commercialize products designed to help address the unmet needs of people living with opioid dependence, alcohol dependence, schizophrenia, bipolar I disorder and narcolepsy. See the “Patents and Proprietary Rights” section in “Part I, Item 1—Business” in our Annual Report for information with respect to the IP protection for our proprietary products.
ARISTADA and ARISTADA INITIO
ARISTADA (aripiprazole lauroxil) is an extended-release intramuscular injectable suspension approved in the U.S. for the treatment of schizophrenia. ARISTADA utilizes our proprietary LINKERX technology. ARISTADA is a prodrug; once in the body, ARISTADA is likely converted by enzyme-mediated hydrolysis to N-hydroxymethyl aripiprazole, which is then hydrolyzed to aripiprazole. ARISTADA is available in four dose strengths with once-monthly dosing options (441 mg, 662 mg and 882 mg), a six-week dosing option (882 mg) and a two-month dosing option (1064 mg). ARISTADA is packaged in a ready-to-use, pre-filled syringe product format. We exclusively manufacture and commercialize ARISTADA in the U.S.
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.
ARISTADA INITIO (aripiprazole lauroxil) leverages our proprietary LINKERX and NANOCRYSTAL technologies and provides an extended-release formulation of aripiprazole lauroxil in a smaller particle size compared to ARISTADA, thereby enabling faster dissolution and more rapid achievement of relevant levels of aripiprazole in the body. ARISTADA INITIO, combined with a single 30 mg dose of oral aripiprazole, is indicated for the initiation of ARISTADA when used for the treatment of schizophrenia in adults. The first ARISTADA dose may be administered on the same day as the ARISTADA INITIO regimen or up to 10 days thereafter. We exclusively manufacture and commercialize ARISTADA INITIO in the U.S.
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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
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 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.
LUMRYZ employs a version of our MICROPUMP technology. LUMRYZ is manufactured by third parties. The FDA has required implementation of a risk evaluation and mitigation strategy (“REMS”) for LUMRYZ to help ensure the benefits of the drug outweigh any risks of serious adverse outcomes that may result from inappropriate prescribing, misuse, abuse or diversion of the product. Under the LUMRYZ REMS, healthcare providers who prescribe the drug must be specially certified, pharmacies that dispense the drug must be specially certified, and the drug must be dispensed only to patients who have enrolled in the LUMRYZ REMS and completed all REMS requirements, including documentation of safe use conditions.
LYBALVI
LYBALVI (olanzapine and samidorphan) is a once-daily, oral atypical antipsychotic drug approved in the U.S. for the treatment of adults with schizophrenia and for the treatment of adults with bipolar I disorder, as a maintenance monotherapy or for the acute treatment of manic or mixed episodes, as monotherapy or an adjunct to lithium or valproate. LYBALVI is a combination of olanzapine, an atypical antipsychotic, and samidorphan, an opioid antagonist, in a single bilayer tablet. LYBALVI is available in fixed dosage strengths composed of 10 mg of samidorphan and 5 mg, 10 mg, 15 mg or 20 mg of olanzapine. We exclusively manufacture and commercialize LYBALVI in the U.S.
For a discussion of legal proceedings related to LYBALVI, 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.”
VIVITROL
VIVITROL (naltrexone for extended-release injectable suspension) is a once-monthly, non-narcotic, injectable medication approved in the U.S. for the treatment of alcohol dependence in patients able to abstain from alcohol in an outpatient setting prior to initiation of treatment with VIVITROL and for the prevention of relapse to opioid dependence, following opioid detoxification. VIVITROL uses our polymer-based microsphere injectable extended-release technology to deliver and maintain therapeutic medication levels in the body through one intramuscular injection every four weeks. We exclusively manufacture and commercialize VIVITROL in the U.S.
For a discussion of legal proceedings related to VIVITROL, 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 sections 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” and “Litigation or arbitration filed against Alkermes, including securities litigation, or actions (such as citizens petitions) filed against regulatory agencies in respect of our products, may result in financial losses, harm our reputation, divert management resources, negatively impact the approval of our products, or otherwise negatively impact our business.”
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Products Using Our Proprietary Technologies and Licensed Product
We have licensed products to third parties for commercialization and have licensed our proprietary technologies to third parties to enable them to develop, commercialize and/or manufacture products. See the “Proprietary Technology Platforms” and “Patents and Proprietary Rights” sections in “Part I, Item 1—Business” in our Annual Report for information with respect to our proprietary technologies and the IP protection for these products. We receive royalties and/or manufacturing and other revenues from the commercialization of these products under our collaborative arrangements with these third parties. Such arrangements, among others, include the following:
Products Using Our Proprietary Technologies
INVEGA SUSTENNA/XEPLION, INVEGA TRINZA/TREVICTA and INVEGA HAFYERA/BYANNLI
The long-acting INVEGA products are long-acting atypical antipsychotics owned and commercialized worldwide by Janssen. We believe that these products incorporate our technologies.
INVEGA SUSTENNA is approved in the U.S. for the treatment of schizophrenia and for the treatment of schizoaffective disorder as either a monotherapy or adjunctive therapy. Paliperidone palmitate extended-release injectable suspension is approved in the European Union (“EU”) and other countries outside of the U.S. for the treatment of schizophrenia and is marketed and sold under the trade name XEPLION. INVEGA SUSTENNA/XEPLION is manufactured by Janssen.
INVEGA TRINZA is approved in the U.S. for the treatment of schizophrenia in patients who have been adequately treated with INVEGA SUSTENNA for at least four months. TREVICTA is approved in the EU for the maintenance treatment of schizophrenia in adult patients who are clinically stable on XEPLION. INVEGA TRINZA/TREVICTA is manufactured by Janssen.
INVEGA HAFYERA is approved in the U.S. for the treatment of schizophrenia in patients who have been adequately treated with INVEGA SUSTENNA for at least four months or INVEGA TRINZA for at least three months. BYANNLI is approved in the EU for the maintenance treatment of schizophrenia in adult patients who are clinically stable on XEPLION or TREVICTA. INVEGA HAFYERA/BYANNLI is manufactured by Janssen.
Licensed Product
VUMERITY
VUMERITY (diroximel fumarate) is a novel, oral fumarate with a distinct chemical structure that is approved in the U.S., the EU and several other countries for the treatment of relapsing forms of multiple sclerosis in adults, including clinically isolated syndrome, relapsing-remitting disease and active secondary progressive disease.
Under our license and collaboration agreement with Biogen, Biogen holds the exclusive, worldwide license to develop and commercialize VUMERITY. For more information about the license and collaboration agreement with Biogen, see the “Collaborative Arrangements—Biogen” section in “Part I, Item 1—Business” in our Annual Report.
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Key Development Programs
Our R&D is focused on the development of innovative medicines in the field of neuroscience that are designed to address unmet patient needs. As part of our ongoing R&D efforts, we have devoted, and will continue to devote, significant resources to conducting preclinical work and clinical studies to advance the development of new pharmaceutical products. The discussion below highlights our current key development programs. Drug development involves a high degree of risk and investment, and the status, timing and scope of our development programs are subject to change. Important factors that could adversely affect our drug development efforts are discussed in “Part I, Item 1A—Risk Factors” in our Annual Report. See the “Patents and Proprietary Rights” section in “Part I, Item 1—Business” in our Annual Report for information with respect to the IP protection for our key development programs.
Alixorexton
Alixorexton is a novel, investigational, oral, selective orexin 2 receptor 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 is the underlying cause of disease. Once-daily oral administration of alixorexton was previously 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 in adults with NT1 and NT2. Alixorexton is also currently being evaluated in Vibrance-3, a phase 2 study in patients 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.
LUMRYZ (sodium oxybate)
On 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.
Results of Operations
Product Sales, Net
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 months ended June 30, 2026 and 2025:
Three Months Ended Six Months Ended
June 30, June 30,
(In millions, except for % of Sales) 2026(1) % of Sales(1) 2025 % of Sales 2026(1) % of Sales(1) 2025 % of Sales
Product sales, gross $ 762.7 100.0 % $ 564.8 100.0 % $ 1,389.3 100.0 % $ 1,037.6 100.0 %
Adjustments to product sales, gross:
Medicaid rebates (125.2 ) (16.4 ) % (105.2 ) (18.6 ) % (240.3 ) (17.3 ) % (199.5 ) (19.2 ) %
Chargebacks (75.6 ) (9.9 ) % (64.4 ) (11.4 ) % (136.3 ) (9.8 ) % (118.3 ) (11.4 ) %
Product discounts (73.5 ) (9.6 ) % (41.4 ) (7.3 ) % (126.9 ) (9.1 ) % (78.7 ) (7.6 ) %
Medicare Part D (30.4 ) (4.0 ) % (21.3 ) (3.9 ) % (52.7 ) (3.7 ) % (39.7 ) (3.8 ) %
Other (46.3 ) (6.1 ) % (25.3 ) (4.5 ) % (83.3 ) (6.0 ) % (49.7 ) (4.9 ) %
Total adjustments (351.0 ) (46.0 ) % (257.6 ) (45.6 ) % (639.5 ) (45.9 ) % (485.9 ) (46.8 ) %
Product sales, net $ 411.7 54.0 % $ 307.2 54.4 % $ 749.8 54.1 % $ 551.7 53.2 %
(1)“Product sales, net” during the three and six months ended June 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”.
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The increases in product sales, gross, 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 the addition of LUMRYZ and an 18% and 23% increase, respectively, in the number of units sold for LYBALVI. During the six months ended June 30, 2026, there was also an increase of 7% in the number of units sold for ARISTADA/ARISTADA INITIO. In addition, there was a 6% price increase that went into effect on January 1, 2026 for each of LYBALVI, ARISTADA/ARISTADA INITIO and VIVITROL.
The decreases in Medicaid rebates as a percentage of sales 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 gross-to-net favorability, as actual Medicaid rebates were lower than original estimates by approximately $3.5 million and $8.9 million, respectively, for VIVITROL and $5.3 million and $8.1 million, respectively, for ARISTADA/ARISTADA INITIO. In addition, LUMRYZ does not participate in a Medicaid rebate program. The increases in Other adjustments during the three and six months ended June 30, 2026, as compared to the three and six months ended June 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 months ended June 30, 2026 and 2025:
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
VIVITROL $ 124.5 $ 121.7 $ 2.8 $ 236.9 $ 222.7 $ 14.2
ARISTADA and ARISTADA INITIO 96.7 101.3 (4.6 ) 190.5 174.8 15.7
LYBALVI 93.9 84.3 9.6 186.3 154.3 32.0
LUMRYZ 96.6 — 96.6 136.1 — 136.1
Product sales, net $ 411.7 $ 307.2 $ 104.4 $ 749.8 $ 551.7 $ 198.0
Manufacturing and Royalty Revenues
The following table compares manufacturing and royalty revenues earned during the three and six months ended June 30, 2026 and 2025:
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Manufacturing and royalty revenues:
Long-acting INVEGA products $ 27.4 $ 30.3 $ (2.9 ) $ 45.4 $ 48.1 $ (2.7 )
VUMERITY 30.6 39.4 (8.8 ) 57.9 67.2 (9.3 )
Other 26.3 13.7 12.6 35.8 30.1 5.7
Manufacturing and royalty revenues $ 84.3 $ 83.4 $ 0.9 $ 139.1 $ 145.4 $ (6.3 )
The decrease in VUMERITY revenue during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was due to decreases in manufacturing revenues of $7.4 million and royalty revenue of $1.4 million. The decrease in VUMERITY revenue during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was due to a decrease in manufacturing revenues of $13.4 million, partially offset by an increase in royalty revenue of $4.1 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 in VUMERITY royalty revenue during the three months ended June 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 months ended June 30, 2025, were due to a decrease and an increase, respectively, in end-market net sales of the product.
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.
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Costs and Expenses
Cost of Goods Manufactured and Sold
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Cost of goods manufactured and sold $ 98.1 $ 49.5 $ 48.6 $ 159.7 $ 98.7 $ 61.0
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 months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were primarily related to the addition of LUMRYZ and the amortization of such inventory step-up of approximately $31.0 million and $43.7 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 million and $14.0 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.
Research and Development Expenses
For each of our R&D programs, we incur both external and internal expenses. External R&D expenses include fees for clinical and preclinical activities performed by contract research organizations, consulting fees, and costs related to laboratory services, the purchase of drug product materials and third-party manufacturing development activities. Internal R&D expenses include employee-related expenses, occupancy costs, depreciation and general overhead. We track external R&D expenses for each of our development programs; however, internal R&D expenses are not tracked by individual program as they can benefit multiple development programs or our products or technologies in general.
The following table sets forth our external R&D expenses for the three and six months ended June 30, 2026 and 2025 relating to our then-current development programs and our internal R&D expenses, listed by the nature of such expenses:
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
External R&D expenses:
Development programs:
Alixorexton $ 28.8 $ 23.8 $ 5.0 $ 54.3 $ 41.6 $ 12.7
LYBALVI 4.9 5.0 (0.1 ) 9.4 8.9 0.5
LUMRYZ 4.7 — 4.7 7.6 — 7.6
Other orexin programs 15.1 2.7 12.4 21.9 6.2 15.7
Other external R&D expenses 13.8 7.9 5.9 25.0 15.4 9.6
Total external R&D expenses 67.3 39.4 27.9 118.2 72.1 46.1
Internal R&D expenses:
Employee-related 37.0 30.6 6.4 80.6 62.0 18.6
Occupancy 3.3 3.3 — 6.6 6.4 0.2
Depreciation 1.8 1.5 0.3 3.5 2.9 0.6
Other 3.5 2.6 0.9 7.4 5.8 1.6
Total internal R&D expenses 45.6 38.0 7.6 98.1 77.1 21.0
Research and development expenses $ 112.9 $ 77.4 $ 35.5 $ 216.3 $ 149.2 $ 67.1
These amounts are not necessarily predictive of future R&D expenses. In an effort to allocate our spending most effectively, we continually evaluate our products under development based on the performance of such products in preclinical and/or clinical trials, our expectations regarding the likelihood of their regulatory approval and our view of their future potential commercial viability, among other factors.
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The increases in expenses related to alixorexton 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 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 months ended June 30, 2026, as compared to the three and six months ended June 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 months ended June 30, 2026, as compared to the three and six months ended June 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 months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were primarily due to increases in share-based compensation expense of $1.7 million and $10.0 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 months ended June 30, 2026, as compared to the six months ended June 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.
Selling, General and Administrative Expense
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Selling and marketing expense $ 154.3 $ 121.2 $ 33.1 $ 309.3 $ 244.1 $ 65.2
General and administrative expense 63.3 49.6 13.7 172.9 98.5 74.4
Selling, general and administrative expense $ 217.6 $ 170.8 $ 46.8 $ 482.2 $ 342.6 $ 139.6
The increases in selling and marketing expense 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 in employee-related expenses of $18.0 million and $45.8 million, respectively, and marketing expense of $15.1 million and $19.4 million, respectively. The increases in employee-related expenses were primarily due to a 16% increase in sales and marketing-related headcount due to the addition of the LUMRYZ commercial organization. Also, during the six months ended June 30, 2026, we recorded share-based compensation expense of $13.3 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 months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were primarily due to the addition of marketing costs for LUMRYZ of $13.7 million and $24.2 million, respectively, partially offset by decreases of $4.4 million and $8.3 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 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to increases of $7.0 million and $3.9 million in employee-related expenses and professional service fees, respectively. The increase in labor and benefits expense was primarily due to an 11% increase in general and administrative-related headcount. The increase in professional service fees was primarily due to increases in legal fees and consulting fees.
The increase in general and administrative expense during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to increases of $32.8 million, $26.3 million and $9.1 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 million and $9.7 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 million related to the Avadel Acquisition, and the 11% 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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Amortization of Acquired Intangible Assets
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Amortization of acquired intangible assets $ 22.6 $ — $ 22.6 $ 34.3 $ — $ 34.3
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 30, 2026 is expected to be approximately $79.9 million, $103.8 million, $125.6 million, $118.1 million and $115.7 million in the years ending December 31, 2026 through 2030, respectively.
Contingent Consideration
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Change in fair value of contingent consideration 26.4 $ — $ 26.4 26.4 $ — $ 26.4
The changes in fair value of contingent consideration during the three and six months ended June 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.
Other (Expense) Income, Net
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Interest income $ 5.3 $ 11.1 $ (5.8 ) $ 13.8 $ 21.2 $ (7.4 )
Interest expense (25.9 ) — (25.9 ) (46.8 ) — (46.8 )
Other (expense) income, net 0.4 0.8 (0.4 ) (0.9 ) 2.4 (3.3 )
Total other (expense) income, net $ (20.2 ) $ 11.9 $ (32.1 ) $ (33.9 ) $ 23.6 $ (57.5 )
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. 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.
Income Tax Provision (Benefit)
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 2026 2025 Change 2026 2025 Change
Income tax provision (benefit) $ (2.4 ) 17.7 $ (20.1 ) $ 2.2 $ 20.8 $ (18.6 )
The income tax benefit in the three months ended June 30, 2026 primarily related to a lower estimated annual effective tax rate. The income tax provision during the six months ended June 30, 2026 was primarily attributable to taxes on income earned in the U.S. The income tax provisions during the three and six months ended June 30, 2025 were primarily attributable to taxes on income earned in Ireland.
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Liquidity and Financial Condition
Our financial condition is summarized as follows:
June 30, 2026 December 31, 2025
(In millions) U.S. Ireland Total U.S. Ireland Total
Cash and cash equivalents $ 194.6 $ 316.9 $ 511.5 $ 129.1 $ 259.5 $ 388.6
Restricted cash — — — — 731.2 731.2
Investments—short-term 145.0 — 145.0 199.1 0.5 199.6
Investments—long-term 35.1 — 35.1 0.1 — 0.1
Total cash, restricted cash and investments $ 374.7 $ 316.9 $ 691.6 $ 328.3 $ 991.2 $ 1,319.5
At June 30, 2026 our investments consisted of the following:
Gross
Amortized Unrealized Allowance for Estimated
(In millions) Cost Gains Losses Credit Losses Fair Value
Investments—short-term available-for-sale $ 145.1 $ 0.1 $ (0.2 ) $ — $ 145.0
Investments—long-term available-for-sale 35.1 — (0.1 ) — 35.0
Investments—long-term held-to-maturity 0.1 — — — 0.1
Total $ 180.3 $ 0.1 $ (0.3 ) $ — $ 180.1
Sources and Uses of Cash
We used $20.6 million and generated $249.0 million of cash from operating activities during the six months ended June 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.
Our investment objectives are, first, to preserve liquidity and conserve capital and, second, to generate investment income. We mitigate credit risk in our cash reserves by maintaining a well-diversified portfolio that limits the amount of investment exposure as to institution, maturity and investment type. Our available-for-sale investments consist primarily of short and long-term U.S. government and agency debt securities and corporate debt securities. Our held-to-maturity investments consist of investments that are held as collateral under certain letters of credit related to certain of our lease agreements.
We classify available-for-sale investments in an unrealized loss position that do not mature within 12 months as long-term investments. We have the intent and ability to hold these investments until recovery, which may be at maturity, and it is more-likely-than-not that we would not be required to sell these securities before recovery of their amortized cost.
We have no off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources in the next 12 months.
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 months ended June 30, 2026 and 2025:
Six Months Ended June 30,
(In millions) 2026 2025
Cash, cash equivalents and restricted cash, beginning of period $ 1,119.8 $ 291.1
Cash flows (used in) provided by operating activities (20.6 ) 249.0
Cash flows used in investing activities (2,079.4 ) (20.1 )
Cash flows provided by financing activities 1,491.7 1.2
Cash, cash equivalents and restricted cash, end of period $ 511.5 $ 521.2
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Operating Activities
Cash flows provided by operating activities represent the cash receipts and disbursements related to all of our activities other than investing and financing activities. Operating cash flow is derived by adjusting our net income for non-cash operating items such as depreciation, amortization and share-based compensation and changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations.
Cash flows used in operating activities for the six months ended June 30, 2026 were $20.6 million and primarily consisted of net loss of $66.0 million, adjusted for non-cash items, including share-based compensation of $67.5 million, depreciation and amortization of $49.7 million, amortization of inventory step-up of $43.7 million, the change in fair value of contingent consideration of $26.4 million and changes in working capital of $147.8 million.
Cash flows provided by operating activities for the six months ended June 30, 2025 primarily consisted of $109.6 million of net income, adjusted for non-cash items, including $47.8 million of share-based compensation, $15.2 million of depreciation and amortization and changes of $74.1 million in working capital.
Investing Activities
Cash flows used in investing activities for the six months ended June 30, 2026 were primarily used to complete the Avadel Acquisition and purchase $12.2 million of property, plant and equipment, partially offset by $17.9 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 months ended June 30, 2026.
Cash flows used in investing activities for the six months ended June 30, 2025 were primarily due to the purchase of $23.1 million of property, plant and equipment, partially offset by $1.3 million in net sales of investments.
Financing Activities
Cash flows provided by financing activities for the six months ended June 30, 2026 primarily consisted of $1,511.6 million in net proceeds from borrowings under the Facilities in connection with the Avadel Acquisition and $42.0 million of cash that we received upon exercises of employee stock options. These increases were partially offset by $27.7 million (exclusive of any fees, commissions or other related expenses) used to repurchase our ordinary shares under the Repurchase Program and $24.5 million of employee taxes paid related to the net share settlement of equity awards.
Cash flows provided by financing activities for the six months ended June 30, 2025 were due to $31.6 million of cash that we received upon exercises of employee stock options, offset by $30.4 million of employee taxes paid related to the net share settlement of equity awards.
Debt
On February 12, 2026, in connection with the Avadel Acquisition, we entered into the Credit Agreement, which provides for (i) a TLA Facility in an aggregate principal amount of up to $750.0 million and (ii) a TLB Facility in an aggregate principal amount of up to $775.0 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.
For additional details regarding our outstanding indebtedness, see Note 12, Long-Term Debt in the “Notes to Condensed Consolidated Financial Statements” in this Form 10-Q.
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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Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different conditions or using different assumptions.
See the “Critical Accounting Estimates” section in “Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report for a discussion of our critical accounting estimates. See below for a discussion of additions to our critical accounting estimates since December 31, 2025.
Contingent Consideration
We record contingent consideration we may owe related to a business combination at fair value on the acquisition date. We estimate the fair value of contingent consideration through valuation models that incorporate a DCF model related to the achievement of a certain specified milestone. We revalue our contingent consideration each reporting period, with changes in the fair value of contingent consideration recognized within the consolidated statements of operations and comprehensive (loss) income. Changes in the fair value of contingent consideration can result from changes to one or multiple assumptions, including adjustments to the discount rates, changes in the assumed achievement and timing of any such specified milestone and changes in the assumed probability associated with regulatory approval.
The period over which we discount contingent consideration is based on the current development stage of the product candidate, the specific development plan for such product candidate adjusted for the probability of completing the development step, and the date on which contingent payments may be triggered. In estimating the probability of success, we utilize data regarding similar milestone events from several sources, including industry studies and our own experience. These fair value measurements are based on significant inputs not observable in the market. Significant judgment is employed in determining the appropriateness of these assumptions at the acquisition date and for each subsequent reporting period. Accordingly, changes in assumptions described above could have a material impact on the increase or decrease in the fair value of contingent consideration recorded in any given period.
At June 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:
•As part of consideration for the Avadel Acquisition, holders of Avadel Shares as of the Closing Date are entitled to receive a potential additional aggregate cash payment of $165.7 million, or $1.50 per Avadel Share, upon achievement of the CVR Milestone.
•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%;
In accordance with the accounting standard for fair value measurements, the fair value of the contingent consideration has been classified as a Level 3 liability as its fair value is based on significant inputs not observable in the market.
Valuation of Intangible Assets
Our intangible assets consist primarily of IP related to the existing commercial product and IPR&D product candidates 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:
•estimating the timing of and expected costs to complete the in-process project;
•projecting regulatory approvals;
•estimating future cash flows from product sales resulting from completed products and in-process project; and
•developing appropriate discount rates and probability rates by project.
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We believe the fair values assigned to the intangible assets acquired are based upon reasonable estimates and assumptions given available facts and circumstances as of the acquisition date. If these projects are not successfully developed, the sales and profitability of the Company may be adversely affected in future periods. Additionally, the value of the acquired intangible assets may become impaired. We believe that the foregoing assumptions used in the IPR&D analysis were reasonable as of the acquisition date. No assurance can be given, however, that the underlying assumptions used to estimate expected product sales, development costs or profitability, or the events associated with such products, will transpire as estimated.
New Accounting Standards
See the “New Accounting Pronouncements” section in Note 2, Summary of Significant Accounting Policies in the “Notes to Condensed Consolidated Financial Statements” in this Form 10-Q for discussion of certain recent accounting standards applicable to us.