Form 8-K

8-K — PERRIGO Co plc

Accession: 0001585364-26-000035

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001585364

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — prgo-20260422.htm (Primary)

EX-99.1 (exhibit991historicalrecast.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: prgo-20260422.htm · Sequence: 1

prgo-20260422

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 8-K

______________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 22, 2026

______________________________________________

Perrigo Company plc

(Exact name of registrant as specified in its charter)

_______________________________________________

Commission file number 001-36353

Ireland Not Applicable

(State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Securities Registered pursuant to section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Ordinary shares, €0.001 par value PRGO New York Stock Exchange

4.900% Notes due 2030

PRGO30 New York Stock Exchange

6.125% Notes due 2032

PRGO32A

New York Stock Exchange

5.375% Notes due 2032

PRGO32B

New York Stock Exchange

5.300% Notes due 2043 PRGO43 New York Stock Exchange

4.900% Notes due 2044 PRGO44 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 Results of Operations and Financial Condition

The information contained in Item 7.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.02.

ITEM 7.01 Regulation FD Disclosure

On February 26, 2026, Perrigo Company plc (the “Company”) announced a change to its reporting segments to align with its organizational structure and vision. As part of this update, which was implemented as of the first quarter 2026, the Company has transitioned from a geographic segment reporting structure to one that is product category based, enabling the Company to better align its financial disclosures and operational analysis with the Company's product offerings and strategic priorities. These changes were made to reflect the way our chief operating decision maker ("CODM") makes operating decisions, allocates resources, and manages the growth and profitability of the Company.

The Company's new reporting segments are as follows:

Reporting Segment

Product Categories

Self Care

Includes over-the-counter health and wellness products intended for consumer self-treatment of common conditions, such as pain & sleep, upper respiratory, digestive health and healthy lifestyle products including vitamins, minerals, and supplements and oral electrolyte beverages

Specialty Care

Includes branded and specialty consumer health products that address more targeted or complex self-care needs, including women's health and skin health offerings, such as skin healing and insect repellant

Infant Formula

Comprised of the infant formula product category, which includes nutrition products designed to meet the dietary needs of infants

The Company's Oral Care product category and Other product category, which includes the Dermacosmetics(1) business, are together disclosed as “All Other.”

In connection with the change in the Company's reporting segments, the CODM reevaluated and changed the primary measure utilized to evaluate segment profitability from segment operating income to segment adjusted operating income. These updates have no impact on the Company's historical consolidated financial position, results of operations, or cash flows.

The Company is furnishing as Exhibit 99.1 select financial metrics for the Company's three new reporting segments for the three months ended March 30, 2024, June 29, 2024, September 28, 2024, December 31, 2024, March 29, 2025, June 28, 2025, September 27, 2025 and December 31, 2025, which have been recast to reflect the Company's new reporting segments (the "Unaudited Recast Financial Information").

The Unaudited Recast Financial Information contained in Exhibit 99.1 does not represent a restatement of previously issued financial statements and is being provided to aid in comparability. Amounts may not reconcile to previously disclosed category information due to changes in product category definitions and updates to allocation methodologies. The information in this Item 7.01, including Exhibit 99.1, should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 30, 2024, June 29, 2024, September 28, 2024, March 29, 2025, June 28, 2025, and September 27, 2025.

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(1) The Dermacosmetics business was formerly included in the Skin Care Category.

The Company provides non-GAAP financial measures as additional information that it believes is useful to investors and analysts in evaluating the performance of the Company's ongoing operating trends, facilitating comparability between periods and, where applicable, with companies in similar industries and assessing the Company's prospects for future performance. These non-GAAP financial measures exclude items, such as amortization expense, unusual litigation, impairment charges, restructuring charges, and acquisition and integration-related charges, that by their nature affect comparability of operational performance or that we believe obscure underlying business operational trends. The intangible asset amortization excluded from these non-GAAP financial measures represents the entire amount recorded within the Company’s GAAP financial statements and is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. The revenue generated by the associated intangible assets has not been excluded from the related non-GAAP financial measure. The non-GAAP measures the Company provides are consistent with how management analyzes and assesses the operating performance of the Company, and disclosing them provides investor insight into management’s view of the business. Management uses these adjusted financial measures for planning and forecasting in future periods, and evaluating segment and overall operating performance. In addition, management uses certain of the profit measures as factors in determining compensation.

Non-GAAP measures related to profit measurements, which may include adjusted gross profit, adjusted net income, adjusted operating income, adjusted diluted earnings per share, adjusted gross margin, constant currency net sales, and adjusted operating margin are useful to investors as they provide them with supplemental information to enhance their understanding of the Company’s underlying business performance and trends, and enhance the ability of investors and analysts to compare the Company’s period-to-period financial results.

The Company believes these supplemental financial measures provide investors with consistency in financial reporting, enabling meaningful comparisons of past and present underlying operating results, and also facilitate analysis of the Company’s operating performance and acquisition and divestiture trends.

Investors should consider the non-GAAP measures furnished with this current report in conjunction with, and not in lieu of, the Company's reported financial statements in accordance with GAAP.

ITEM 9.01. Financial Statements and Exhibits

(d)Exhibits

Exhibit Number Description

99.1

Unaudited recast annual and quarterly historical financial information for fiscal years 2024 and 2025, furnished solely pursuant to Item 2.02 and 7.01 of Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)

PERRIGO COMPANY PLC

By: /s/ Eduardo Bezerra

Dated: April 22, 2026 Eduardo Bezerra

Chief Financial Officer

EX-99.1

Filename: exhibit991historicalrecast.htm · Sequence: 2

Document

Exhibit 99.1

PERRIGO COMPANY PLC

SELECT SEGMENT INFORMATION

QUARTERS AND FISCAL YEARS TO DATE 2025 and 2024

(in millions)

(unaudited)

Three Months Ended Twelve Months Ended

March 29, 2025 June 28, 2025 September 27, 2025 December 31, 2025 December 31, 2025

Net Sales

Self Care $ 614.3 $ 598.6 $ 633.1 $ 687.6 $ 2,533.5

Specialty Care 199.1 233.1 191.2 176.0 799.3

Infant Formula 87.8 82.0 89.3 99.9 359.0

Total Segments Net Sales $ 901.2 $ 913.6 $ 913.6 $ 963.4 $ 3,691.8

All Other 142.7 142.7 129.7 146.2 561.3

Consolidated Net Sales $ 1,043.9 $ 1,056.3 $ 1,043.3 $ 1,109.6 $ 4,253.1

Three Months Ended Twelve Months Ended

Net Sales March 30, 2024 June 29, 2024 September 28, 2024 December 31, 2024 December 31, 2024

Self Care $ 627.7 $ 600.5 $ 637.6 $ 688.6 $ 2,554.3

Specialty Care 208.7 220.2 188.3 179.5 796.6

Infant Formula 74.3 74.9 115.4 132.4 397.0

Total Segments Net Sales $ 910.7 $ 895.6 $ 941.3 $ 1,000.4 $ 3,747.9

All Other 171.5 170.0 146.3 137.8 625.6

Consolidated Net Sales $ 1,082.1 $ 1,065.5 $ 1,087.5 $ 1,138.3 $ 4,373.4

Note: Amounts may not add or recalculate due to rounding.

Exhibit 99.1

PERRIGO COMPANY PLC

SELECT SEGMENT INFORMATION

QUARTERS AND CALENDAR YEAR TO DATE 2025

(in millions)

(unaudited)

Three Months Ended Twelve Months Ended

Continuing Operations March 29,

2025 June 28,

2025 September 27, 2025 December 31, 2025 December 31,

2025

Segment adjusted operating income:

Self Care $ 112.8 $ 93.8 $ 130.6 $ 135.3 $ 472.6

Specialty Care 42.1 66.3 42.1 50.0 200.5

Infant Formula 10.6 (12.2) 14.6 (3.4) 9.6

Total segment adjusted operating income $ 165.5 $ 147.9 $ 187.3 $ 181.9 $ 682.6

All Other 21.0 25.7 22.5 24.2 93.4

Unallocated (39.9) (38.5) (36.4) (38.9) (153.7)

Consolidated adjusted operating income $ 146.6 $ 135.2 $ 173.4 $ 167.2 $ 622.3

Note: Amounts may not add or recalculate due to rounding.

Exhibit 99.1

PERRIGO COMPANY PLC

RECONCILIATION OF NON-GAAP MEASURES

SELECT CONSOLIDATED INFORMATION

QUARTERS AND CALENDAR YEAR TO DATE 2025

(in millions)

(unaudited)

Three Months Ended Twelve Months Ended

Consolidated Continuing Operations March 29,

2025 June 28,

2025 September 27, 2025 December 31, 2025 December 31,

2025

Reported Operating Income (Loss) $ 46.9 $ 45.4 $ 72.6 $ (1,287.2) $ (1,122.2)

Pre-tax adjustments:

Amortization expense related primarily to acquired intangible assets 55.0 56.8 56.0 55.7 223.5

Unusual litigation 8.9 15.4 15.0 19.7 59.0

Restructuring charges and other termination benefits 29.4 8.7 20.9 13.0 71.9

Impairment charges (1)

3.1 1.5 — 1,358.5 1,363.1

Infant formula remediation 0.9 — — — 0.9

Other(2)

2.4 7.4 8.9 7.4 26.1

Consolidated adjusted operating income $ 146.6 $ 135.2 $ 173.4 $ 167.2 $ 622.3

Note: Amounts may not add or recalculate due to rounding.

(1) During the three months ended March 29, 2025, we determined the carrying value of the Richard Bittner Business net assets held for sale exceeded their fair value less costs to sell, resulting in a total impairment charge of $3.1 million, inclusive of a goodwill impairment charge of $1.2 million. During the three months ended June 28, 2025, we determined the carrying value of our Prevacid® branded product was impaired by $1.5 million. During the three months ended December 31, 2025, we determined the carrying value of our reporting units exceeded their estimated fair value and recorded a goodwill impairment charge of $1.3 billion and the existence of an other-than-temporary impairment of our equity method investment in Kazmira LLC and recorded an impairment charge of $33.6 million.

(2) Other pre-tax adjustments for the three months ended March 29, 2025 are related to professional consulting fees for potential divestiture activity. Other pre-tax adjustments for the three months ended June 28, 2025 are primarily related to $4.5 million of accelerated depreciation as a result of our Nutrition Network Optimization Project and $2.8 million of professional consulting fees for divestiture activity. Other pre-tax adjustments for the three months ended September 27, 2025 includes $4.2 million of accelerated depreciation and a $1.6 million asset abandonment related to our Nutrition Network Optimization Project and $3.1 million of professional consulting fees for divestiture activity. Other pre-tax adjustments for the three months ended December 31, 2025 includes $3.8 million of professional consulting fees for potential divestiture activity and $3.2 million of accelerated depreciation.

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