anip-20260408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

_________________________

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Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

ANI 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 the appropriate box):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

ANI Pharmaceuticals, Inc.

104 Carnegie Center Drive, Suite 300

Princeton, New Jersey 08540

(609) 759-1810

April 9, 2026

To Our Stockholders:

At ANI Pharmaceuticals, our purpose is clear: Serving Patients, Improving Lives. We believe the progress we made in 2025 positions us to fulfill this mission for years to come. We delivered record financial performance while continuing to advance our transformation into a leading Rare Disease company. Importantly, our Generics and Brands businesses generated meaningful cash flows to support our Rare Disease business. Our success reflects the strength of our strategy and the dedication of our employees throughout our organization. As we progress through 2026, I am confident that we are well-positioned to deliver continued growth and meaningful value creation for all of our stakeholders.

A Year of Record Performance

2025 marked a year of exceptional growth across the organization, led by continued momentum in Rare Disease and sustained execution in Generics. For the full year 2025, we generated record net revenues of $883.4 million, representing 43.8% growth year-over-year, and an increase in adjusted non-GAAP EBITDA1 of 47.3% to $229.8 million. Since 2022, we have more than tripled revenue and more than quadrupled adjusted non-GAAP EBITDA, reflecting the strength of our R&D capabilities, operational execution and disciplined focus on our strategic priorities.

Rare Disease – Driving our Transformation

At the core of our efforts is our Rare Disease franchise. In 2025, our Rare Disease portfolio generated $422.6 million in revenue, including $347.8 million in net sales from our lead product Purified Cortrophin® Gel (“Cortrophin Gel”), which grew 75.6% year-over-year.

Cortrophin Gel’s performance was broad-based as we expanded our reach into underpenetrated indications across neurology, nephrology, rheumatology, pulmonology, and ophthalmology, allowing us to serve more patients. More than half of Cortrophin Gel prescribers were new to ACTH therapy, highlighting our success in expanding awareness of this important treatment option.

We also see a meaningful opportunity for Cortrophin Gel in acute gouty arthritis flares, an indication unique to the Cortrophin Gel label. In 2025, acute gouty arthritis flares accounted for approximately 15.0% of Cortrophin Gel utilization. Following successful pilots in primary care and podiatry, we are now investing in a dedicated organization of approximately 90 people to expand adoption in this underserved patient population. This measured investment reflects our confidence in Cortrophin Gel’s multi-year growth runway and our focus on high-return commercial initiatives.

Within ophthalmology, 2025 was a reset year for ILUVIEN. Our efforts centered on strengthening the commercial organization, expanding peer-to-peer education, and implementing alternative access pathways to help physician practices navigate Medicare-related dynamics. We remain confident in the long-term opportunity across both diabetic macular edema and chronic non-infectious uveitis affecting the posterior segment and are committed to returning the franchise to sustainable growth in 2026.

1 Adjusted non-GAAP EBITDA is not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). See Appendix B to this Proxy Statement for the definition of this non-GAAP measure and a reconciliation to the most directly comparable GAAP financial measure.

Generics and Brands – Supporting Sustainable Growth

Beyond Rare Disease, our Generics business delivered another year of strong performance in 2025, reflecting the depth of our R&D capabilities, U.S. based manufacturing footprint and operational excellence. Generics revenue grew 27.6% to $384.1 million, driven by a steady cadence of new product launches and consistent reliable supply of existing products. We continue to invest a high single-digit percentage of Generics revenue into R&D to sustain 10 to 15 product launches annually. Our Brands business remains an important contributor to ANI, characterized by reliability of supply, strong margins, and cash flow generation.

Continued Momentum into 2026 and Beyond

As we continue to grow, ANI remains focused on three priorities: accelerating our transformation to a leading Rare Disease company, maintaining disciplined execution in Generics, and deploying capital thoughtfully to expand the scope and scale of our Rare Disease business. With a clear strategy and a solid financial foundation, we believe ANI is well positioned to build on this momentum and continue delivering for patients and our stockholders.


			Sincerely,

			Nikhil Lalwani
			Chief Executive Officer

ANI Pharmaceuticals, Inc.

104 Carnegie Center Drive, Suite 300

Princeton, New Jersey 08540

(609) 759-1810

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, May 21, 2026, 9:00 A.M. (Eastern Time)

Virtual Meeting Only — No Physical Meeting Location


TIME AND DATE			9:00 A.M. Eastern Time on Thursday, May 21, 2026
PLACE			www.virtualshareholdermeeting.com/ANIP2026
AGENDA			•Elect the seven director nominees named in the Proxy Statement •Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 •Advisory vote to approve the compensation of the Company’s named executive officers •Advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company's named executive officers •Approve the Company's Amended and Restated 2022 Stock Incentive Plan •Transact such other business as may properly come before the meeting (including adjournments and postponements)
RECORD DATE			March 23, 2026

The Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held as a virtual-only meeting on Thursday, May 21, 2026 at 9:00 A.M. Eastern Time. We have adopted a virtual format for the Annual Meeting to provide a convenient experience to all stockholders regardless of location. If you received a 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials, you will be able to attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/ANIP2026.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided in the accompanying Proxy Statement.

Only holders of record of the Company’s Common Stock and Class C Special Stock as of the close of business on March 23, 2026 are entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Regardless of whether you plan to attend the virtual Annual Meeting, we strongly encourage you to vote in advance of the Annual Meeting. If you are a stockholder of record of Common Stock or Class C Special Stock, please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of Common Stock or Class C Special Stock in "street name" through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by your bank broker or other nominee, which include instructions for voting by Internet or telephone. For specific instructions on how to vote your shares, please refer to the section titled “How to Vote” on page 2 of the accompanying Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026.

THIS NOTICE OF THE 2026 ANNUAL MEETING, THE 2026 PROXY STATEMENT AND THE 2025 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.


			By Order of the Board of Directors,

			Meredith W. Cook
			Senior Vice President, General Counsel and Corporate Secretary

April 9, 2026

TABLE OF CONTENTS


			Page
P R OXY S TATEMENT SUMMARY			1
PROPOSAL 1: ELECTION OF DIRECTORS			6
CORPORATE GOVERNANCE			11
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026			18
AUDIT AND FINANCE COMMITTEE REPORT			20
EXECUTIVE OFFICERS			21
EXECUTIVE COMPENSATION			23
PROPOSAL 3: ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS			50
PROPOSAL 4: ADVISORY (NON-BINDING) VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			51
PROPOSAL 5 : APPROVAL OF THE AMENDED AND RESTATED 2022 STOCK INCENTIVE PLAN			52
PRINCIPAL STOCKHOLDERS			65
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			67
OTHER MATTERS			68
ADDITIONAL INFORMATION			68

Forward-Looking Statements

This proxy statement (including the CEO letter to stockholders) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this proxy statement (including the CEO letter to stockholders) are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “may,” “will,” “should,” “could,” “expects,” “estimates,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words, and the use of future dates. Such forward-looking statements include, but are not limited to, statements concerning our planned future operations, strategies and growth potential; our financial performance, including our estimates of our expenses and capital requirements, and our expectations regarding our revenue potential (including revenue from licensing, royalties and sales) of our products; our beliefs regarding the strength of our strategy and dedication of our employees; our belief that we are well-positioned to deliver continued growth and meaningful value creation for all of our stakeholders; our focus on our current priorities of accelerating our leadership in Rare Disease, maintaining disciplined execution in Generics, and deploying capital thoughtfully to expand the scope and scale of our Rare Disease business; our development pipeline, including the structure, focus, success, cost and timing of our development activities, including nonclinical studies and clinical trials, and the reporting of data from those activities; our manufacturing capabilities and our ability to comply with significant regulations with respect to the manufacture of our products or, where applicable, our reliance on third parties to do the same; and selling and marketing strategies and associated costs to support the sales of our branded products, including Cortrophin Gel and ILUVIEN.

Any forward-looking statements in this proxy statement (including the CEO letter to stockholders) are based on the reasonable beliefs of our management as well as assumptions made by and information currently available to our management. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors, some of which cannot be predicted or quantified, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in our Annual Report on Form 10-K, as well as in our other periodic reports filed with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

ANI Pharmaceuticals, Inc.

104 Carnegie Center Drive, Suite 300

Princeton, New Jersey 08540

(609) 759-1810

________________________

PROXY STATEMENT SUMMARY

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 A.M. Eastern Time

on Thursday, May 21, 2026

________________________

Our Board of Directors (the “Board”) solicits your proxy for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting for the matters set forth in “Notice of 2026 Annual Meeting of Stockholders.” The Annual Meeting will be held virtually on Thursday, May 21, 2026 at 9:00 A.M. Eastern Time at www.virtualshareholdermeeting.com/ANIP2026. This Proxy Statement is being made available to holders of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) and the Company’s Class C Special Stock, $0.0001 par value per share (the “Class C Special Stock” and the holders of the Common Stock and the Class C Special Stock together, the “Stockholders”) beginning on or around April 9, 2026.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING


Record Date			March 23, 2026 (the “Record Date”)

Quorum Requirement			Holders of at least one-third of the outstanding shares of the Company’s capital stock issued and outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting or represented by proxy to constitute a quorum for the transaction of business. Abstentions and broker non-votes are counted as present at the Annual Meeting for purposes of determining a quorum.

Voting Shares Outstanding on the Record Date			22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock were outstanding as of the Record Date. The 22,750,198 shares of Common Stock and 10,864 shares of Class C Special Stock outstanding as of March 23, 2026 are entitled to cast an aggregate of 22,761,062 votes, which is one vote per share.


How to Vote			If you held shares of Common Stock or Class C Special Stock at the close of business on the Record Date, you may vote at the Annual Meeting. Stockholders of Record. If your shares of Common Stock or Class C Special Stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record, you may vote your shares virtually during the Annual Meeting or by proxy prior to the Annual Meeting. • To submit your proxy by telephone or the Internet before the Annual Meeting, please follow the instructions provided on the proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”) you received instead of printed copies of our proxy materials. Your vote must be received by 11:59 P.M. Eastern Time on May 20, 2026 to be counted. • If you received printed proxy materials, you may submit your proxy by mail by completing, signing and dating the proxy card and returning it in the postage-paid envelope that is enclosed in your proxy materials. Mailed proxy cards must be received no later than May 20, 2026 to be counted. If you return your signed proxy card to us by May 20, 2026, we will vote your shares as you direct. • You may vote your shares during the Annual Meeting by following the instructions provided on the Notice and logging in to www.virtualshareholdermeeting.com/ANIP2026. You will be asked to provide the 16-digit control number from your Notice. Beneficial Holders. If your shares are registered in the name of your bank, broker, or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” As a beneficial owner, you will receive a notice, often called a “voting instruction form,” containing voting instructions from your bank, broker or other nominee. Please follow the voting instructions in those materials to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. You are also invited to attend the Annual Meeting. If your voting instruction form indicates that you may vote your shares through the www.proxyvote.com website, then you may vote your shares through such website in advance of the Annual Meeting and you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on the voting instruction form you received. Otherwise, if you are a beneficial holder and your voting instruction form does not indicate a control number but you wish to vote during the Annual Meeting, you should contact your bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in or vote at the Annual Meeting). Voting by a Stockholder during the Annual Meeting will replace any previous votes.

Changing Your Vote			If your shares are registered directly in your name and you have given your proxy and later wish to revoke it or change your vote, you may do so at any time before your proxy is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or (b) casting a later vote via the Internet or by telephone, or (c) attending the Annual Meeting and voting online during the Annual Meeting. Attendance online at the Annual Meeting will not revoke a proxy unless the Stockholder actually votes online during the virtual meeting. Your latest Internet or telephone proxy is the one that will be counted. If you are a beneficial owner and hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions or change your vote by contacting that firm.

Votes Required to Adopt Proposals

Proposal

Vote Required

Voting Choices

Broker Discretionary
Voting Allowed

Election of the director nominees named in the Proxy Statement ("Proposal 1")

The number of votes cast by Stockholders present at the Annual Meeting in person (virtually) or by proxy and voting “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee.

“FOR”, “AGAINST”, or “ABSTAIN”

Ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 ("Proposal 2")

The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.

“FOR”, “AGAINST”, or “ABSTAIN”

Yes

Advisory vote to approve the compensation of the Company’s named executive officers ("Proposal 3")

The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.

“FOR”, “AGAINST”, or “ABSTAIN”

Advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers (“Proposal 4”)

The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.

“ONE YEAR", "TWO YEARS", "THREE YEARS", or "ABSTAIN"

Approval of the Company's Amended and Restated 2022 Stock Incentive Plan ("Proposal 5")

The vote of the holders of a majority of the stock represented and entitled to vote on such proposal.

“FOR”, “AGAINST”, or “ABSTAIN”

Each holder of Common Stock and Class C Special Stock represented at the Annual Meeting will be entitled to cast one vote for each share of Common Stock and Class C Special Stock, as applicable, entitled to vote and held by such holder as of the Record Date. Stockholders do not have cumulative voting rights. The Common Stock and the Class C Special Stock vote together as a single class.


Effect of Abstentions and Broker Non-Votes			A “broker non-vote” occurs when shares held in “street name” through a broker or similar organization are not voted because (1) the broker has not received voting instructions as to how to vote the shares from the stockholder who beneficially owns the shares within the required timeframe before the Annual Meeting and (2) the broker lacks authority to vote the shares at its discretion. Under the current rules of the New York Stock Exchange (“NYSE”) applicable to brokers and other securities intermediaries in their capacity as “member organizations,” such brokers and other securities intermediaries may generally use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules, but not on “non-routine” matters. We believe that Proposal 2, to ratify the appointment of Ernst & Young LLP as our independent registered accounting firm for the year ending December 31, 2026, is considered a “routine” matter on which brokers are permitted to vote in their discretion even if the beneficial owners do not provide voting instructions. Accordingly, we do not expect there to be any broker non-votes for such proposal. However, we believe that Proposal 1, the election of directors, Proposal 3, the advisory vote to approve the compensation of the Company’s named executive officers, Proposal 4, the advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company's named executive officers, and Proposal 5, the approval of the Company’s Amended and Restated 2022 Stock Incentive Plan, are considered “non-routine” matters, and therefore, your broker cannot vote your shares on these non-routine matters unless your broker receives instructions from you as to how to vote. If you are a beneficial holder and do not provide specific voting instructions to your broker or custodian of your shares, your broker or custodian will not be authorized to vote on any of the matters other than Proposal 2. For Proposals 1, 3, 4, and 5, broker non-votes will have “NO EFFECT” on the outcome of such proposals. For Proposals 2, 3, 4 and 5, abstentions will have the same effect as a vote “AGAINST” such proposals. For Proposal 1, abstentions will have “NO EFFECT” on the outcome of such proposal.

Voting Instructions			If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you are a Stockholder of record and you submit proxy voting instructions but do not direct how to vote on each proposal, the persons named as proxies will vote as the Board recommends on each proposal. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their judgment. Our Second Amended and Restated Bylaws (“bylaws”) set forth requirements for advance notice of nominations and agenda items for the Annual Meeting, and we have not received timely notice of any such matters that may be properly presented for voting at the Annual Meeting, other than the items from the Board described in this Proxy Statement.

Proxy Solicitation Costs			The expense of soliciting proxy cards, including the costs of preparing, assembling and mailing the Notice of 2026 Annual Meeting of Stockholders, proxy statement and proxy card, will be borne by the Company. Our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Voting Results			We expect to announce preliminary results at the Annual Meeting. We will report final results from the Annual Meeting in a filing with the U.S. Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting in a Current Report on Form 8-K.

Access and Log-in Instructions for Virtual Annual Meeting

The platform for the virtual Annual Meeting includes functionality that affords validated Stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided below, and once admitted, Stockholders may submit questions and vote their shares by following the instructions that will be available on the Annual Meeting website.

To be admitted to the Annual Meeting, go to www.virtualshareholdermeeting.com/ANIP2026 and enter the 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials. Online access to the Annual Meeting will open at 8:45 A.M. Eastern Time to allow time for you to log in prior to the start of the live audio webcast of the Annual Meeting at 9:00 A.M. Eastern Time.

INTERNET AVAILABILITY OF PROXY MATERIALS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026:

THE NOTICE OF THE 2026 ANNUAL MEETING, THE PROXY STATEMENT, AND THE 2025 ANNUAL

REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.

QUESTIONS


For questions regarding						Contact via mail or email:
Annual Meeting						ANI Pharmaceuticals, Inc. 104 Carnegie Center Drive, Suite 300 Princeton, New Jersey 08540 Attn: Investor Relations Email: IR@anipharmaceuticals.com

PROPOSAL 1: ELECTION OF DIRECTORS

Board Composition; Selection of Nominees

The Company’s bylaws provide that our Board of Directors (the “Board”) may determine the number of directors from time to time. Our Board is currently composed of eight members.

The Company’s Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board for determination any specific minimum qualifications that must be met, any specific qualities or skills that are necessary for one or more of our Board members to possess, and the desired qualifications, expertise and characteristics of our Board members. All directors are encouraged to submit to the Company’s Nominating and Corporate Governance Committee the name of any person deemed qualified to serve on the Board, together with information on the candidate’s qualifications. The Nominating and Corporate Governance Committee also considers candidates recommended by the Stockholders for election to the Board that are submitted in accordance with the Company's bylaws and in compliance with applicable rules of the SEC. The Nominating and Corporate Governance Committee will screen and submit to the full Board the names and biographical information of those persons considered by the Nominating and Corporate Governance Committee to be viable candidates for election as directors.

There are no term limits and no fixed retirement age for directors. The Board does not believe that a fixed retirement age, or term limits, for directors are appropriate. While mandatory retirement and term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who over time have developed increasing insight into the Company and its operations and therefore provide an increasing contribution to the Board as a whole.

When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for director submitted by Board members, members of our management, and our Stockholders, and the Committee does not evaluate candidates differently based upon the source of the nominee. The Company did not receive any director nominations from Stockholders in accordance with procedures set forth in its bylaws. Director nominations presented by Stockholders at the Annual Meeting will not be considered.

The Company announced in December 2025 that Patrick D. Walsh would not seek re-election as a director at the Annual Meeting. Thus, the Nominating and Corporate Governance Committee recommended to the Board the following seven incumbent directors of the Board as nominees for election to the Board at the Annual Meeting to serve, if elected, until the 2027 annual meeting and thereafter until a successor is duly elected and qualified or until their earlier death, resignation, or removal. Set forth below are the names and ages of these nominees, the years they became directors, their principal occupations or employment for at least the past five years and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a director.

Information Regarding Director Nominees

Thomas J. Haughey, 62, has served as a director since May 2018 and has been Chairman of the Board since October 2025. Mr. Haughey held the role of General Counsel and Secretary at Par Pharmaceutical Companies, Inc. (“Par”) from 2003 through 2016. In addition to his role as General Counsel, he held various additional executive roles at Par including President from 2011 to 2012 and Chief Administrative Officer from 2012 to 2016. Prior to that, Mr. Haughey held positions at Schering-Plough Corporation, where he was Chief Counsel from 1998 to 2001 and Legal Director from 2001 to 2003. Previously, Mr. Haughey was an attorney at Cadwalader, Wickersham & Taft and a certified public accountant at Arthur Andersen & Co. Since 2016, Mr. Haughey has been an adjunct professor at Passaic County Community College. Mr. Haughey earned a B.S. in accounting at St. John’s University and a J.D. at the New York University School of Law.

Mr. Haughey is qualified to serve on our Board because of his experience in the pharmaceutical industry, as well as his legal, financial and accounting expertise.

Mr. Haughey is the current Chairman of the Board and is a member of the Board’s Audit and Finance Committee. He qualifies as an audit committee financial expert. He is also a member of the Board’s Nominating and Corporate Governance Committee.

Nikhil Lalwani, 48, has served as ANI’s President and Chief Executive Officer and as a member of the Board since September 2020. Prior to joining ANI, from April 2017 to April 2020, Mr. Lalwani was Chief Executive Officer of the India Rx Business at Cipla Ltd. (NSE: CIPLA) (“Cipla”), a global pharmaceutical company. In addition, Mr. Lalwani held various additional executive roles at Cipla, including acting as Chief Executive Officer of Cipla USA from April 2017 to April 2020, as Chief Executive Officer of InvaGen, a subsidiary of Cipla, from April 2016 to April 2020, as Head of US Strategy, M&A and Integration, and as Head of Cipla’s Global Respiratory business. In these roles, Mr. Lalwani developed and executed multi-year strategic growth plans for key products and facilitated successful acquisitions as Cipla entered the specialty pharmaceutical space. Prior to Cipla, Mr. Lalwani was an Associate Partner with McKinsey & Company, serving pharmaceutical and healthcare companies across the world, and an engineer with Medtronic. Mr. Lalwani holds a B.S. in Electrical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania.

Mr. Lalwani is qualified to serve on our Board based on his extensive experience as an executive in the pharmaceutical industry and his position as President and Chief Executive Officer of ANI. As a member of the executive team of the Company, Mr. Lalwani serves a vital function in the link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business.

Matthew J. Leonard, R.Ph., 60, has been a member of the Board since August 2023. Since December 2023, Mr. Leonard has served as Pfizer, Inc.'s Senior Vice President of Global Access and Value. Prior to that, from May 2021 to December 2023, he served as the Chief Pharmacy Strategy Officer at Capsule, a digital healthcare company focused on improving the delivery of pharmacy services, and served as the Executive Vice President, President, North America, and Global Supply Chain Officer at Covetrus from April 2019 to April 2020. Prior to Covetrus, Mr. Leonard spent 24 years in a variety of leadership roles with CVS Health, most recently as Executive Vice President, Pharmaceutical Contracting, Purchasing and Managed Care. From August 2016 to April 2019, Mr. Leonard also served as Chairman of the Board and President at Red Oak Sourcing, LLC, the joint venture between CVS Health and Cardinal Health, where he was responsible for securing an $8 billion portfolio of generic drugs. Mr. Leonard holds a B.S. in Pharmacy from the University of Rhode Island and is a Registered Pharmacist in the State of Rhode Island.

Mr. Leonard is qualified to serve on our Board because of his extensive executive leadership experience in the pharmaceutical and pharmacy services industries.

Mr. Leonard is currently a member of the Board’s Audit and Finance Committee and a member of the Board’s Nominating and Corporate Governance Committee.

Antonio R. Pera, 68, has served as a director since August 2020. Mr. Pera served in various roles, including as President of Par, the fifth-largest generic manufacturer in the United States, from December 2013 until his retirement in August 2019. Prior to Par, Mr. Pera held leadership positions at AmerisourceBergen, American Pharmaceuticals Partners, Bedford Laboratories, a division of Ben Venue Laboratories, and Baxter Healthcare. His breadth of experience spans sales, marketing, supply chain operations, and licensing, and he has played a pivotal role in the successful growth and commercialization efforts at several successful pharma entities. Mr. Pera holds a B.S. in Business Administration from the University of Illinois at Urbana-Champaign and an M.B.A. from DePaul University.

Mr. Pera is qualified to serve on our Board based on his significant leadership experience and his knowledge of the pharmaceutical industry.

Mr. Pera is the current Chair of the Board’s Compensation Committee.

Muthusamy Shanmugam, 58, has served as a director and as the Company's Head of Research & Development and Chief Operating Officer of New Jersey Operations since November 2021. Mr. Shanmugam joined the Board in November 2021 in connection with ANI’s acquisition of Novitium Pharma LLC (“Novitium”), where he was the President and Founder. Mr. Shanmugam has over three decades of experience in the pharmaceutical industry, including serving as President of Novitium (now a wholly owned subsidiary of the Company) from 2016 to November 2021. Prior to co-founding Novitium, Mr. Shanmugam also held positions at Par and Novel Laboratories, Inc. Mr. Shanmugam is a director and founder of Nuray Chemicals Private Limited and Sthree Chemicals Private Limited, both located in India and engaged in manufacturing of active pharmaceutical ingredients, and is a director and founder of SS Pharma LLC, which acts as a U.S. agent for sales of active pharmaceutical ingredients. Mr. Shanmugam is also a director and founder of Esjay LLC and Esjay Pharma Private Limited, which provides R&D and facility consulting services and finished dosage manufacturing, and of Scitus Pharma Services Pvt Ltd, a clinical research organization, both located in India. Mr. Shanmugam began his career as a formulation scientist at Kali Laboratories, Inc. Mr. Shanmugam obtained his M.S. in Industrial Pharmacy from the Tamil Nadu Dr. M.G.R. Medical University and is a registered pharmacist in the state of New York.

Mr. Shanmugam is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his leadership of Novitium and his current leadership at the Company in R&D and Operations.

Renee P. Tannenbaum, Pharm.D., 74, has served as a director since March 2022. Since March 2025, Dr. Tannenbaum has served as Corporate Development Advisor for Bench International, an executive search firm focused on biotech and life sciences. Previously, she served as Vice President of Global Partnering at Halozyme, Inc. from August 2016 to July 2021, where she was responsible for leading the team that executed business development activities and the company’s alliances through partnerships and collaborations. Prior to that, Dr. Tannenbaum was Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Dr. Tannenbaum has extensive experience as a Board member and a strategic advisor. She has served since June 2021 as a director at Cardiff Oncology, Inc., and previously served as a director of Zogenix, Inc. from 2015 until 2022, both U.S. publicly traded companies. She has also served as a director for foreign publicly traded companies Nordic Nanovector ASA and Cipher Pharmaceuticals, Inc., and Sharps Compliance, Inc., and the privately held company Immune Pharmaceuticals, Inc. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her M.B.A. from Temple University, and her B.S. in Pharmacy from the University of Connecticut.

Dr. Tannenbaum is qualified to serve on our Board based on her extensive executive leadership experience in the pharmaceutical and biopharmaceutical industries and her current and past experience as a director of several U.S. and foreign publicly traded companies.

Dr. Tannenbaum is currently a member of the Board's Compensation Committee and Chair of the Board’s Nominating and Corporate Governance Committee.

Jeanne A. Thoma, 66, has served as a director since August 2020. In November 2021, Ms. Thoma joined the Board of Nanoform Finland Oyj, a foreign publicly traded company and a producer of nanoformed drug particles. Previously, Ms. Thoma served as a director of the Avid Bioservices, Inc., a U.S. publicly traded company, from December 2020 until the company was taken private in February 2025. She was on the Board of Vectura Group plc. from December 2020 until the sale of the company in October 2021, and on the Board of Pharmathen Global B.V. from January 2022 until March 2024, following a change in the company’s strategy. From January 2017 to October 2020, Ms. Thoma was the President and Chief Executive Officer of SPI Pharma Inc., a global pharmaceuticals ingredients company which manufactures actives, excipients, and drug delivery systems. From January 2015 to December 2016, Ms. Thoma worked as an independent consultant to technology and specialty chemicals companies. Previously, Ms. Thoma worked for Lonza AG, a Switzerland-based biotech company, where she held positions of increasing responsibility, including President and Chief Operating Officer of the Microbial Control Business Sector. Prior to joining Lonza in 2004, Ms. Thoma spent 14 years at BASF Corp. in the Pharma Solutions business where she held various leadership positions in Sales, Marketing and Operations. Ms. Thoma holds a B.S. from Montclair State University and an M.B.A. from Fairleigh Dickinson University.

Ms. Thoma is qualified to serve on our Board based on her extensive leadership experience in the pharmaceutical industry.

Ms. Thoma is currently the chair of the Board’s Audit and Finance Committee and a member of the Board's Compensation Committee.

Director Compensation

The Company's non-employee directors received the following compensation:

Annual Cash Compensation. In 2025, the Company’s non-employee directors received an annual cash retainer of $59,250. The Chair of the Board also received an additional annual retainer of $42,500. Chairs of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees received additional annual retainers of $25,000, $20,000 and $15,000, respectively. Members of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees (other than the Chair of such committee) received further annual retainers of $12,500, $10,000 and $7,500, respectively. Directors did not receive any meeting fees.

Annual Equity Awards. The non-employee directors also receive an annual restricted stock award upon re-election to the Board with a grant date fair value of $290,000. In May 2025, the Board approved equity grants to the current non-employee directors of 4,336 shares of restricted common stock. The grants of restricted common stock to incumbent non-employee directors will vest on the earlier of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service with the Company through the vesting date.

Equity Awards for New Directors. New directors receive a grant of restricted common stock with a grant date fair value of $435,000, which vests in three equal installments on the first, second and third anniversary of appointment to the Board, subject to continued service with the Company through the applicable vesting date.

The following table sets forth certain information with respect to the compensation paid or awarded by the Company to its non-employee directors who served for some portion or all of the fiscal year ended December 31, 2025.


Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)(4)(5)	Total ($)
Thomas Haughey	94,766	248,323	343,089
Matthew Leonard	79,250	248,323	327,573
Antonio Pera	79,250	248,323	327,573
Renee Tannenbaum	84,250	248,323	332,573
Jeanne Thoma	83,007	248,323	331,330
Patrick Walsh(6)	97,477	248,323	345,800

__________________________

(1)Muthusamy Shanmugam, our Head of Research and Development and Chief Operating Officer of New Jersey Operations, does not receive additional compensation for his services as a director and thus is not included on this table. Nikhil Lalwani, our President and Chief Executive Officer, does not receive additional compensation for his services as a director and thus is not included on this table. Mr. Lalwani’s compensation as an executive officer is disclosed in the Summary Compensation Table of the Compensation Discussion and Analysis.

(2)Non-employee directors received an annual retainer fee plus any additional annual fees due for service on our committees or as our Chair of the Board in the amounts described above under “Annual Cash Compensation.”

(3)The amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards calculated in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. See Note 15 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for further information about the assumptions underlying the calculations made with respect to the restricted stock grants noted in this table.

(4)Our non-employee directors who served in 2025 held the following number of unexercised stock options and unvested shares of restricted stock as of December 31, 2025.

SEC Form DEF 14A filed by ANI Pharmaceuticals Inc.