AMNEAL PHARMACEUTICALS, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
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Amneal Pharmaceuticals, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Notice of 2026
Annual Meeting of Stockholders
and Proxy Statement

You are cordially invited to attend the Amneal Pharmaceuticals, Inc. 2026 Annual Meeting of Stockholders.

WEDNESDAY, MAY 6, 2026

9:00 a.m., Eastern Daylight Time

Virtual Meeting at www.virtualshareholdermeeting.com/AMRX2026

Items to be Voted On

Elect as directors the 10 nominees named in the accompanying proxy statement;

Approve the compensation of our named executive officers on an advisory basis;

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026; and

Transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.

Record Date

You are eligible to vote if you were a stockholder of record at the close of business on March 12, 2026. A list of stockholders of record will be made available to stockholders during the meeting at www.virtualshareholdermeeting.com/AMRX2026 when you enter your 16-Digit Control Number.

Voting

Your vote is important, and you are invited to attend the annual meeting. Whether or not you expect to attend the annual meeting, we encourage you to vote as soon as possible. To ensure your shares are voted, you may vote your shares in advance of the meeting over the internet, by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Voting over the internet, by telephone or by mail will ensure your representation at the annual meeting regardless of whether you attend the meeting.

Virtual Annual Meeting

We are once again hosting a virtual meeting this year. The live audio webcast will be available at www.virtualshareholdermeeting.com/AMRX2026.

This proxy statement and the related materials are first being distributed or made available to stockholders on or about March 25, 2026.

By Order of the Board of Directors,

Jason B. Daly

Executive Vice President, Chief Legal Officer & Corporate Secretary

Bridgewater, New Jersey
March 25, 2026


Review your proxy statement and vote in advance of the meeting in one of three ways:


INTERNET	BY TELEPHONE	BY MAIL
Visit the website on your proxy card	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 6, 2026: The notice of annual meeting, this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.

Our Fellow Stockholders,
Stakeholders and Colleagues,

Chintu Patel

Co-Founder, Co-Chief
Executive Officer,
and Director

Chirag Patel

Co-Founder, Co-Chief
Executive Officer,
President and Director

2025 was another year of consistent strong performance and growth across our business with impactful new launches. Amneal is a diversified and growing biopharmaceutical company across each of our three business segments: Specialty, Affordable Medicines (including Biosimilars, Retail, Injectables, and International) and AvKARE’s distribution business. Since our founding in 2002, our mission has centered on expanding access to affordable, high-quality, and innovative medicines. We are proud of the impact we had in 2025 as we continue to add depth in the most impactful and innovative areas of pharmaceuticals. Looking forward, we are focused on continuing to deliver value for all of our stakeholders.

2025 Highlights

Across Amneal, notable accomplishments in 2025 included:

•	Strong CREXONT^®uptake continued with approximately 22,000 Parkinson’s patients on therapy;
•	Continued collaboration with Metsera (now part of Pfizer) to develop, manufacture and commercialize new weight loss and obesity medicines globally by breaking ground on two new facilities;

•	Submission of the XOLAIR^®biosimilar BLA and continued advancement of our biosimilars portfolio along with approval of two denosumab biosimilars;
•	A significant new product launch cycle in Affordable Medicines, with new launches coming in inhalation, ophthalmics, and injectable products;
•	Drove strong revenue growth in our Affordable Medicines segment, driven by key complex products and new launches;
•	Delivered double-digit revenue growth in our Specialty segment, driven by CREXONT^®, UNITHROID^®, and other branded products;
•	Received U.S. Federal Drug Administration (“FDA”) approval and launching of Brekiya^®DHE autoinjector for migraine and cluster headaches;
•	Drove continued, strong double-digit revenue growth in our durable AvKARE segment supported by impactful new launches in the U.S. and expansion in the government channel; and
•	Successfully refinanced our debt to lower interest cost and extend maturities from 2028 to 2032.

These achievements contributed to strong 2025 financial performance, highlighted by 8% revenue growth year over year. Since 2019, the Company has driven top-line growth each year, which reflects the diversity of the portfolio and durability of the business. Driven by consistent revenue growth and cash generation, the Company’s net leverage was reduced to our lowest levels yet.

Expanding Access for All

At Amneal, we believe that our Company’s mission of providing access to high-quality and innovative medicines is about building healthy communities and a healthy planet. We have a deep commitment to safeguarding the environment and serving humanity to ensure that we are building a resilient business well into the future.

We bring this vision to life in part through our belonging and inclusion programming that nurtures the best and brightest in global talent. We are deepening our portfolio of innovative products to help address unmet therapeutic needs. We are directing our R&D expertise to create new complex products that help improve patient access. We continuously optimize our manufacturing operations to reduce our emissions. We contribute to stronger health outcomes across our local communities through our partnerships, corporate philanthropy and volunteerism.

We invite you to read Amneal Pharmaceuticals’ “At a Glance,” which describes what we do and how we improve access to medications for patients around the world. We encourage you to read this proxy statement and we welcome your continued support as we build a world where none of our loved ones—regardless of their circumstances—struggles with access to essential medicines.

Sincerely,

Chintu Patel

Co-Founder, Co-CEO and Director

Chirag K. Patel

Co-Founder, Co-CEO, President and Director

March 25, 2026

AMNEAL PHARMACEUTICALS, INC. AT-A-GLANCE

WHAT DO WE DO?

We founded Amneal Pharmaceuticals, Inc. (“Amneal” or the “Company”) in 2002 to provide access to affordable medicines. Amneal is a global biopharmaceutical company that develops, manufactures, markets and distributes a diverse portfolio of essential medicines. We provide over 8,500 high-quality jobs and help consumers obtain access to the medicines they need.

WHAT IS OUR STRATEGY?

We are focused on providing high-quality, affordable medicines to patients and creating value for all stakeholders. Our strategy is sharply focused, yet we believe provides the appropriate flexibility needed to navigate an unpredictable healthcare environment where cost pressures are systemic. Key elements supporting our value creation strategy include:

•	Operating large-scale, in-house, best-in-class manufacturing facilities globally, including one of the largest U.S. manufacturing footprints in the industry;
•	Creating a carefully funded research and development platform to feed a large and diverse pipeline of over 110 pipeline programs to supplement our current portfolio of more than 290 marketed commercial products;
•	Executing on a strategy to steadily move up the value chain to more complex and difficult-to-manufacture products that offset the steady erosion of our base Affordable Medicines business and that have higher barriers to entry and more defensible revenue streams, including:
	•	Our continued expansion into biosimilars and sterile injectables, which typically have more durable revenue streams with institutional customers;
	•	Our participation in the federal healthcare sector through AvKARE, growing access to government and institutional customers;
	•	Our Specialty segment, which benefits from a truly differentiated platform in neurology and endocrinology that helps us serve large populations with unmet needs and leverage our existing commercial infrastructure; and
	•	Our entry into key international markets including Europe, Asia-Pacific and other opportunistic emerging markets helping us strengthen the value of our high-value portfolio products in new ways;
•	Maintaining collaborative relationships with regulators and sustaining an excellent track record within the industry;
•	Steadily broadening our scientific and industry expertise through management of and partnership with adjacent life-sciences areas;
•	Completing strategic acquisitions or collaborations in adjacent life sciences areas to enable continual and rapid pivoting and learning; and
•	Responding to an evolving global regulatory environment that requires increased corporate disclosure of environmental and social risks and opportunities by:
	•	Conducting a double materiality assessment, assessing for gaps and expanding the collection of data related to our environmental footprint and greenhouse gas emissions;
	•	Increasing governance around environmental and social risk through oversight of our Board of Directors and its committees, a cross-functional internal taskforce, and rigorous data management processes and approvals; and
	•	Reporting on our corporate impact via our annual 2024 Responsible Business Report. The report was tracked against the United Nations Sustainable Development Goals, the Sustainability Accounting Standards Board Biotechnology and Pharmaceuticals Standard and the Global Reporting Initiative.

Further information about our Corporate Responsibility programs are available at https://www.amneal.com/responsibility. Please note that this website and our Responsible Business Reports are not part of our public disclosures and are not part of our proxy solicitation materials.

WHAT DIFFERENTIATES AMNEAL PHARMACEUTICALS?

We combine the best of public company accountability, large scale vertical integration and a strong track record of agile execution with a long-term vision for the healthcare industry and Amneal’s leadership role in it. We believe this is a combination that is particularly valuable in the global, affordable medicines sector in these complex and challenging times.

Table

of Contents

Corporate Governance	10
Corporate Structure, Reorganization and Listing Exchange	10
Stockholders Agreement	10
Code of Business Conduct; Corporate Governance Guidelines; Board Committee Charters	12
Insider Trading Policies and Procedures	12
Controlled Company Status	12
Board Leadership Structure	13
Meetings of the Board of Directors	13
Communication with the Board of Directors; Director Attendance at Annual Meetings	13
Director Independence	13
Committees of the Board of Directors	14
Board Self-Evaluation	16
The Board’s Role in Risk Oversight	16
Delinquent Section 16(a) Reports	17
Director Nominations	18
Director Compensation	19

Proposal 1 Election of Directors	21
Introduction	21
Director Nominees	21
Required Vote	27
Recommendation of the Board of Directors	27

Our Management	28
Executive Officers and Directors	28

Executive Compensation	31
Compensation Discussion and Analysis	31
Executive Summary	31
Role of the Compensation Committee	33
Role of Our Co-Chief Executive Officers in Compensation Decisions	34
Role of Our Compensation Consultant	34
Components of Executive Compensation	35
Consideration of 2025 Say-on-Pay Vote	39
Accounting and Tax Considerations	39
Executive Compensation Clawback Policy	39
Stock Ownership Guidelines for Executive Officers	40
Anti-Hedging Policy	40
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information	40
Report of the Compensation Committee	41
Summary Compensation Table	42
Grants of Plan Based Awards in 2025	43
Outstanding Equity Awards at December 31, 2025	44
2025 Option Exercises and Stock Vested	45
Management Employment & Separation Agreements	45
Potential Payments Upon Termination or Change in Control	48

Pay Ratio Disclosure	50

Pay Versus Performance Disclosure	51
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)	53
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income	54
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA	55
Tabular List of Most Important Financial Performance Measures	55

Proposal 2 Advisory Vote on Executive Compensation	56
Introduction	56
Required Vote	56
Recommendation of the Board of Directors	56

Security Ownership of Certain Beneficial Owners and Management	57
Beneficial Ownership	57

Certain Related Parties and Related Party Transactions	59
Review and Approval of Related Party Transactions	59
Related Party Transactions	59

Report of the Audit Committee	65

Proposal 3 Appointment of Independent Registered Public Accounting Firm	66
Introduction	66
Independent Registered Public Accounting Firm Fees	66
Required Vote	67
Recommendation of the Board of Directors	67

Other Matters	68

About the Meeting	69

Additional Information	73
Stockholder Proposals for Inclusion in Our 2027 Annual Meeting Proxy Statement and Proxy Card	73
Director Nominations and Other Proposals to Be Presented at Our 2027 Annual Meeting	73
Householding	73

Appendix A Non-GAAP Financial Measures	74
Non-GAAP Financial Measures	74
Reconciliation of Net Income (Loss) to Adjusted Net Income and Calculation of Adjusted Diluted Earnings per Share	75
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA	76
Calculation of Net Debt and Net Leverage	78

•	Amneal Group Directors. Five directors have been designated by the Amneal Group. The directors designated by the Amneal Group, two of whom qualify as and are considered independent under Nasdaq rules, are referred to herein as the “Amneal Group Directors.”
•	Non-Amneal Group Directors. Five directors have been designated as the Company Independent Directors (as defined in the Stockholders Agreement). The directors not designated by the Amneal Group are referred to herein as the “Non-Amneal Group Directors.”

www.amneal.com		AMNEAL PHARMACEUTICALS, INC. \| 2026 Proxy Statement		10

•	amend, modify, or repeal any provision of the Company’s Certificate of Incorporation or Bylaws in a manner that adversely impacts any Amneal Group member;
•	effect any change in the authorized number of directors, except pursuant to the Stockholders Agreement;
•	create or reclassify any new or existing class or series of capital stock to grant rights, preferences, or privileges with respect to voting, liquidation, redemption, conversion or dividends that are senior to or on parity with those of the shares held by the Amneal Group; or
•	consummate any transaction as a result of which (a) more than 50% of the outstanding shares of the Company will be beneficially owned by any persons other than Amneal Group members and (b) any Amneal Group member receives an amount or form of consideration different from that which is granted to other holders of the Company’s shares.

•	the director must meet the bright-line independence tests under Nasdaq rules; and
•	the Board must affirmatively determine that the director otherwise has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

•	meets the independence standards under the rules of Nasdaq;
•	is a non-Amneal Group Director;
•	is not a current or former member of the Board of Directors of any Amneal Group member or its affiliates or officer or employee of any Amneal Group member or its affiliates;
•	does not have and has not had any other material relationship with the Company or its affiliates; and
•	is designated by the Conflicts Committee as a “Company Independent Director.”

•	the quality and integrity of the Company’s financial statements;
•	the Company’s compliance with legal and regulatory requirements;
•	the implementation of the Company’s enterprise risk management program and policies with respect to risk assessment and risk management, including cyber risks and information security;
•	the independent auditor’s qualifications, performance and independence; and
•	the performance of the Company’s internal audit function.

•	review and oversee the Company’s overall compensation philosophy and oversee the development and implementation of compensation programs aligned with the Company’s business strategy;
•	review and make recommendations to the Board in overseeing the compensation of the Company’s directors and Co-Chief Executive Officers and review and approve the compensation of the Company’s other executive officers;
•	review and approve or make recommendations to the Board regarding the Company’s annual cash incentive program and equity-based plan and arrangements;
•	review and discuss with management the Company’s “Compensation Discussion and Analysis” (“CD&A”) and recommend whether such analysis should be included in the Proxy Statement filed with the SEC;
•	produce an annual report on executive compensation for inclusion in the Company’s Proxy Statement;
•	review and discuss the results of the stockholder advisory vote on “say-on-pay”, if any, and general market reactions to executive compensation regard to the Company’s named executive officers;
•	review and approve any stock ownership guidelines for directors and executive officers of the Company and monitor compliance therewith;
•	review and approve any “clawback” policy to be adopted by the Company to recoup compensation paid to employees, if and as the committee determines to be necessary or appropriate, or as required by applicable law or Nasdaq requirements, and monitor compliance therewith;
•	oversee the Company’s policies and practices with respect to managing compensation-related risks;
•	oversee and approve the management continuity process; and otherwise comply with the committee’s responsibilities and duties as set forth in its charter.

•	identify individuals qualified to become Board members consistent with the criteria approved by the Board;
•	recommend to the Board director nominees for election by stockholders;
•	take leadership role in overseeing management’s handling of sustainability matters of importance to the Company, which includes human capital management and health and safety;
•	develop and recommend to the Board a set of Corporate Governance Guidelines; and
•	oversee the required annual evaluation of the Board and management.

•	confirming that management has implemented an appropriate system to manage these risks, i.e., to identify, assess, mitigate, monitor and communicate about these risks; and
•	providing effective risk oversight through the Board’s committee structure and oversight processes.

•	the candidate’s experience in corporate management, such as serving as an officer of a publicly held company;
•	the candidate’s experience as a board member of a publicly held company;
•	the candidate’s professional and academic experience relevant to our industry;
•	the strength of the candidate’s leadership skills;
•	the candidate’s experience in finance and accounting and executive compensation practices;
•	diversity of viewpoints, background, experience and other demographics; and
•	whether the candidate has the time required for the preparation, participation and attendance at board and committee meetings.

Annual Cash Retainer		$75,000
Annual Equity Grant
Restricted stock units (target value)		$250,000/$350,000 for Chairman
Vesting Schedule		1 year cliff vesting
Additional Cash Fees for Committee Service
Audit Committee (Chair/Member)		$25,000/$15,000
Compensation Committee (Chair/Member)		$20,000/$10,000
Nominating and Corporate Governance Committee (Chair/Member)		$15,000/$7,500
Conflicts Committee (Chair/Member)		$25,000/$15,000

Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁰⁾		All Other Compensation⁽¹¹⁾		Total
Emily Peterson Alva⁽¹⁾	$	67,500	$	250,000	$	335,638	$	653,138
Deborah Autor⁽²⁾	$	115,000	$	250,000		—	$	365,000
J. Kevin Buchi⁽³⁾	$	143,333	$	250,000		—	$	393,333
Jeff George⁽⁴⁾	$	127,500	$	250,000	$	36,412	$	413,912
John Kiely⁽⁵⁾	$	132,500	$	250,000	$	52,094	$	434,594
Paul Meister⁽⁶⁾	$	122,625	$	350,003		—	$	472,628
Ted Nark⁽⁷⁾	$	102,500	$	250,000	$	48,525	$	401,025
Gautam Patel⁽⁸⁾	$	75,000	$	250,000	$	38,605	$	363,605
Shlomo Yanai⁽⁹⁾	$	99,792	$	250,000	$	36,795	$	386,587

(1)	As a result of the Amneal Group’s ownership of Class A Common stock dropping below a majority of all outstanding shares of Class A Common Stock, the number of members of the Board whom the Amneal Group is entitled to designate under the Stockholders Agreement was reduced from six to five and, accordingly, Ms. Alva departed from the Board effective July 16, 2025. Ms. Alva’s departure resulted in the forfeiture of her grant of $335,638 in restricted stock units awarded May 6, 2025. In recognition of her long-standing Board service, a special cash payment of $335,638 was made to her, which is reflected under the “All Other Compensation” column.
(2)	As of December 31, 2025, Ms. Autor had 34.819 RSUs outstanding.
(3)	As of December 31, 2025, Mr. Buchi had 34,819 RSUs outstanding and 81,397 options outstanding.
(4)	As of December 31, 2025, Mr. George had 34,819 RSUs outstanding and 28,506 options outstanding.
(5)	As of December 31, 2025, Mr. Kiely had 34,819 RSUs outstanding.
(6)	As of December 31, 2025, Mr. Meister had 48,747 RSUs outstanding and 115,156 options outstanding.
(7)	As of December 31, 2025, Mr. Nark had 34,819 RSUs outstanding and 53,021 options outstanding.
(8)	As of December 31, 2025, Mr. Patel had 34,819 RSUs outstanding and 53,021 options outstanding.
(9)	As of December 31, 2025, Mr. Yanai had 34,819 RSUs outstanding and 28,506 options outstanding.
(10)	The dollar amounts represent the value of RSUs granted in 2025 based on the closing market price on Nasdaq of our common stock on the grant date.
(11)	Amount in the “All Other Compensation” column represents the aggregate incremental cost of spousal travel associated with a Board meeting, along with meals and entertainment, and associated tax gross-ups in the amount of $18,206, $26,047, $24,263, $19,302 and $18,397 related to such trip for Messrs. George, Kiely, Nark, Gautam Patel and Yanai, respectively.

Position	Minimum Ownership Guideline
Non-employee directors	3x annual cash retainer

Name	Age	Position
Chintu Patel	54	Co-Chief Executive Officer, Director
Chirag Patel	59	Co-Chief Executive Officer and President, Director
Andrew Boyer	60	Executive Vice President, Chief Commercial Officer-Generics
Anastasios Konidaris	59	Executive Vice President, Chief Financial Officer
Jason B. Daly	52	Executive Vice President, Chief Legal Officer and Corporate Secretary
Nikita Shah	48	Executive Vice President, Chief Human Resources Officer
Paul Meister	73	Chairman of the Board of Directors
Deb Autor	59	Director
J. Kevin Buchi	70	Director
Jeff George	52	Director
John Kiely	67	Director
Ted Nark	67	Director
Gautam Patel	53	Director
Shlomo Yanai	73	Director

	TABLE OF CONTENTS

Executive Summary		31
Role of the Compensation Committee		33
Role of Our Co-Chief Executive Officers in Compensation Decisions		34
Role of Our Compensation Consultant		34
Components of Executive Compensation		35
Base Salaries		35
Annual and Long-Term Incentive Awards		35
Annual Performance-Based Cash Incentive Compensation		36
Long-Term Incentive Compensation		38
Other Compensation and Benefits		38
Executive Severance and Change in Control Severance Benefits		39

Consideration of 2025 Say-on-Pay Vote		39
Accounting and Tax Considerations		39
Executive Compensation Clawback Policy		39
Stock Ownership Guidelines for Executive Officers		40
Anti-Hedging Policy		40
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information		40
Report of the Compensation Committee		41

•	attract, motivate and retain executive officers of outstanding ability and potential;
•	reinforce the execution of our business strategy and the achievement of our business objectives; and
•	align the interests of our executive officers with the interests of our stockholders, with the ultimate objective of increasing stockholder value.

•	Received approval for a significant number of new Affordable Medicines products, including our first two inhalation products and two new biosimilars, as the portfolio continues to expand and shift towards more complex, non-oral solid products;
•	Drove strong growth in Specialty driven by key branded products, including CREXONT^®, RYTARY^®, UNITHROID^®and the Brekiya^®autoinjector, which received New Drug Application approval in 2025 for the treatment of migraine and cluster headache;
•	Delivered strong double-digit growth in our AvKARE distribution business driven by new launches; and
•	Advanced our strategic GLP-1 collaboration for developing, manufacturing and commercializing GLP-1s

	Full-Year 2025 Results*		Full-Year 2024 Results*
Net Revenue	$	3,019	$	2,794
Net Income (Loss)**	$	72	$	(117	)
Diluted EPS	$	0.22	$	(0.38	)
Adjusted Net Income	$	269	$	187
Adjusted EBITDA	$	688	$	627
Adjusted Diluted EPS	$	0.83	$	0.58

Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

Our Fellow Stockholders, Stakeholders and Colleagues,

AMNEAL PHARMACEUTICALS, INC. AT-A-GLANCE

Safe Harbor Statement

Corporate Governance

Corporate Structure, Reorganization and Listing Exchange

Stockholders Agreement

Board Composition

Board Committees

Amneal Group Agreement to Vote

Amneal Group Consent Rights

Bylaws Amendments

Code of Business Conduct; Corporate Governance Guidelines; Board Committee Charters

Insider Trading Policies and Procedures

Controlled Company Status

Board Leadership Structure

Meetings of the Board of Directors

Communication with the Board of Directors; Director Attendance at Annual Meetings

Director Independence

Committees of the Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Conflicts Committee

Board Self-Evaluation

The Board’s Role in Risk Oversight

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Conflicts Committee

Cybersecurity

Delinquent Section 16(a) Reports

Director Nominations

Board and Organizational Diversity

Director Compensation

Director Stock Ownership Guidelines

Proposal 1 Election of Directors

Introduction

Director Nominees

Required Vote

Recommendation of the Board of Directors

Our Management

Executive Officers and Directors

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

2025 Financial Performance and Operational Execution

Role of the Compensation Committee

Role of Our Co-Chief Executive Officers in Compensation Decisions

Role of Our Compensation Consultant

Peer Group Companies and Survey Data

Components of Executive Compensation

Base Salaries

Annual and Long-Term Incentive Awards

Annual Performance-Based Cash Incentive Compensation

Long-Term Incentive Compensation

2025 Restricted Stock Unit Awards

2025 Performance-Based Restricted Stock Unit Awards

Performance-Based Restricted Stock Unit Award Determinations for 2026

Other Compensation and Benefits

Executive Severance and Change in Control Severance Benefits

Consideration of 2025 Say-on-Pay Vote

Accounting and Tax Considerations

Executive Compensation Clawback Policy

Stock Ownership Guidelines for Executive Officers

Anti-Hedging Policy

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information

Report of the Compensation Committee

Summary Compensation Table

Grants of Plan Based Awards in 2025

Notice of 2026
Annual Meeting of Stockholders
and Proxy Statement

Our Fellow Stockholders,
Stakeholders and Colleagues,

*	In millions, except per share data
**	Net loss attributable to Amneal Pharmaceuticals, Inc.

•	Meridian’s services are limited to their scope of work as the Compensation Committee’s independent compensation consultant.
•	The fees paid to Meridian represented less than 1% of Meridian’s total annual revenue.
•	Meridian maintains policies and procedures which are designed to prevent conflicts of interest including a Code of Business Conduct and Ethics Policy as well as an Insider Trading and Stock Ownership Policy.
•	There were no business or personal relationships between Meridian’s individual compensation advisor with any Compensation Committee member nor any executive officer of the Company.

• Alkermes plc		• Pacira BioSciences, Inc.
• Amphastar Pharmaceuticals, Inc.		• Perrigo Company plc
• ANI Pharmaceuticals, Inc.		• Prestige Consumer Healthcare Inc.
• Emergent BioSolutions Inc.		• Supernus Pharmaceuticals, Inc.
• Jazz Pharmaceuticals plc		• Teva Pharmaceutical Industries Limited
• Neurocrine Biosciences, Inc.		• United Therapeutics Corporation
• Organon & Co.		• Viatris Inc.

Name	2024 Base Salary		2025 Base Salary		% Increase			Reason for Change
Chirag Patel	$	800,000	$	800,000		0	%	N/A
Chintu Patel	$	800,000	$	800,000		0	%	N/A
Anastasios Konidaris	$	585,000	$	605,475		3.5	%	Merit
Andrew Boyer	$	600,000	$	618,000		3.0	%	Merit
Nikita Shah	$	499,500	$	524,550		5.0	%	Merit
Jason Daly	$	510,000	$	575,025		12.75	%	Merit and Promotion

Annual Incentive Target Amount	X	Company Performance Multiplier	X	Individual Performance Multiplier	=	Incentive Payment
Targets vary based on level and are expressed as a percentage of base salary		Full year 2025 Company performance is measured based on achievement against adjusted EBITDA goal		Individual performance multiplier can range from 0%-150%

•	reasonable growth expectations taking into account a variety of circumstances faced by our Company;
•	market conditions, including the related impact on cost and our ability to offset any cost increases with pricing increases or other cost savings measures; and
•	prior fiscal year adjusted EBITDA.

	Company Performance Component of Annual Bonus Award as a Percentage of Base Salary
Name	Threshold	Target	Maximum
Chirag Patel	25%	100%	150%
Chintu Patel	25%	100%	150%
Anastasios Konidaris	15%	60%	90%
Andrew Boyer	20%	80%	120%
Nikita Shah	13.75%	55%	82.5%
Jason Daly	13.75%	55%	82.5%

Name	2025 Base Salary		Annual Incentive Target %	Annual Incentive Target $		X	Company Performance Multiplier %	X	Individual Performance Multiplier %	=	Final AIP Payout $		AIP Payout % of Target
Chirag K. Patel		$ 800,000	100%		$ 800,000		106%		100%			$ 848,000	106%
Chintu Patel		$ 800,000	100%		$ 800,000		106%		100%			$ 848,000	106%
Anastasios Konidaris		$ 605,475	60%		$ 363,285		106%		110%			$ 423,590	116.6%
Andrew Boyer		$ 618,000	80%		$ 494,400		106%		90%			$ 471,658	95.4%
Nikita Shah		$ 524,550	55%		$ 288,503		106%		110%			$ 336,394	116.6%
Jason Daly		$ 575,025	55%		$ 316,264		106%		110%			$ 368,764	116.6%

•	Performance-based restricted stock units. We grant PSUs, which vest upon the attainment of certain performance metrics, in order to further incentivize our executive officers to deliver superior long-term results.
•	Restricted stock units. We grant RSUs as a retention tool as they provide the opportunity to receive stock only if the recipient is still employed by us on the date the restrictions lapse.

Name	Value of 2025 Awards⁽¹⁾	% PSUs	% RSUs
Chirag Patel	$ 6,000,000	65%	35%
Chintu Patel	$ 6,000,000	65%	35%
Anastasios Konidaris	$ 2,000,000	50%	50%
Andrew Boyer	$ 1,700,000	50%	50%
Nikita Shah	$ 1,650,000	50%	50%
Jason Daly	$ 1,700,000	50%	50%

SEC Form DEF 14A filed by Amneal Pharmaceuticals Inc.