Perrigo (NYSE: PRGO) nets €305.6M upfront from Dermacosmetics sale

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Perrigo Company plc has completed the sale of its branded Dermacosmetics business to Karo Healthcare for total consideration of up to €332.6 million. The deal includes €305.6 million in upfront cash, with €5.6 million from net working capital adjustments, and up to €27.0 million of contingent consideration tied to net sales milestones over three years. In calendar 2025, the Dermacosmetics business generated about €120 million of net sales and around 5% of Perrigo’s adjusted operating income, so the divestiture is meaningful but not company‑defining. Perrigo expects to use the net proceeds primarily to reduce debt, which it believes will improve financial flexibility and strengthen its balance sheet.

For 2025, Perrigo reported consolidated continuing net sales of $4,253.1 million and a reported operating loss of $1,122.2 million, driven largely by $1.3 billion of goodwill impairment and other charges. After adjustments for amortization, restructuring, litigation, impairments and other items, adjusted operating income was $622.3 million, or 14.6% of net sales, equivalent to €551.4 million using a 0.8860 EUR/USD exchange rate.

Insights

Perrigo monetizes a non-core business, adds cash for debt reduction.

Perrigo has divested its Dermacosmetics business for up to €332.6 million, including €305.6 million upfront. The sold unit contributed about €120 million of 2025 net sales and roughly 5% of adjusted operating income, so the sale trims a modest but profitable piece of the portfolio.

The company states it expects to use net proceeds primarily to reduce debt, which, if executed as described, should lower leverage and interest burden over time. The contingent consideration of up to €27.0 million depends on future net sales of the divested business, so its realization is uncertain.

Separately, the reconciliation highlights 2025 consolidated net sales of $4,253.1 million and a reported operating loss of $1,122.2 million, mainly due to $1.3 billion in goodwill impairment. Adjusted operating income of $622.3 million (or €551.4 million) at 14.6% margin shows the underlying continuing operations were profitable despite large non-cash charges.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total consideration for Dermacosmetics sale: €332.6 million Upfront cash proceeds: €305.6 million Contingent consideration potential: €27.0 million +5 more

8 metrics

Total consideration for Dermacosmetics sale €332.6 million Maximum consideration including contingent amounts

Upfront cash proceeds €305.6 million Cash received at closing, includes €5.6 million working capital adjustment

Contingent consideration potential €27.0 million Earn-out tied to net sales milestones over three years

Dermacosmetics 2025 net sales €120 million Net sales for divested business in calendar year 2025

2025 consolidated net sales $4,253.1 million Consolidated continuing operations for year ended December 31, 2025

2025 reported operating income $(1,122.2) million Reported operating loss from continuing operations, 2025

2025 adjusted operating income $622.3 million Adjusted operating income, 14.6% of net sales

Goodwill impairment charge $1.3 billion Primary component of 2025 impairment charges

Key Terms

Master Sale and Purchase Agreement, contingent cash consideration, adjusted operating income, goodwill impairment, +1 more

5 terms

Master Sale and Purchase Agreement financial

"entered into a Master Sale and Purchase Agreement (the “Agreement”)"

contingent cash consideration financial

"may be entitled to additional contingent cash consideration of up to €27.0 million"

Contingent cash consideration is an extra payment a buyer agrees to pay the seller only if specific future events happen, such as hitting sales targets or getting regulatory approval — think of it like a performance bonus paid later. Investors care because it changes the effective price of a deal, creates uncertain future cash flows and risk that can alter valuation and returns, and signals how the buyer and seller share risk over unknown outcomes.

adjusted operating income financial

"Adjusted Operating Income was translated at the average exchange rate"

Adjusted operating income is a company's profit from its main activities, excluding certain one-time or unusual costs and gains. It helps investors see how well the business is performing in its normal operations, without distractions from rare events or expenses. This way, they get a clearer picture of the company’s true profitability.

goodwill impairment financial

"impairment charges were due primarily to a total goodwill impairment of $1.3 billion"

Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.

non-GAAP financial measure financial

"This press release contains certain non-GAAP measures. A “non-GAAP financial measure” is defined as"

A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.

Understanding 8-K Material Events →

04/30/2026 - 04:43 PM

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 30, 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 2.01 Completion of Acquisition of Disposition of Assets.

As previously disclosed, on July 13, 2025, Perrigo Company plc (the “Company”) entered into a Master Sale and Purchase Agreement (the “Agreement”) with Kairos Bidco AB (“Kairos”), an affiliate of Karo Healthcare AB (“Karo”) and an investment vehicle managed by an affiliate of KKR & Co., Inc. (“KKR”), pursuant to which, and subject to the terms and conditions set forth therein, the Company agreed to sell and Karo agreed to acquire (1) all of the shares in Aco Hud Nordic AB, a Swedish private corporation (aktiebolag) (the “Target”) and (2) various assets relating to the manufacture, packaging, sale and distribution of certain cosmetic products, medicinal products and medical devices related to the Company’s Dermacosmetics branded business in Northern Europe, the Netherlands and Poland (together with the Target, the “Dermacosmetics Business” and such sale, the “Transaction”).

On April 30, 2026, the Transaction closed pursuant to the terms of the Agreement. In connection with the closing of the Transaction, Karo made a cash payment to the Company of €305.6 million, including €5.6 million in net working capital adjustments. In addition, the Company may be entitled to additional contingent cash consideration of up to €27.0 million upon achievement of certain performance thresholds by the Dermacosmetics Business over a three-year period. Prior to the Closing, as permitted by the Agreement, Kairos has assigned, and Karo has assumed, all of Kairos’s rights under the Agreement. On April 30, 2026 the Company, Kairos and Karo have agreed that Kairos will transfer, and Karo will assume, all of Kairos’s rights and obligations under the Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2025, and the terms of the Agreement are incorporated herein by reference.

ITEM 7.01 Other Information

On April 30, 2026, Perrigo issued a press release announcing the completion of the Transaction, a copy of which is attached hereto as Exhibit 99.1. Perrigo undertakes no obligation to update, supplement or amend the press release attached hereto as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. Financial Statements and Exhibits

(d)Exhibits


Exhibit Number						Description

2.1*,†						Master Sale and Purchase Agreement, dated as of July 13, 2025, by and between Perrigo Company plc and Kairos Bidco AB (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2025).

99.1						Press Release issued by Perrigo Company plc on April 30, 2026 furnished solely pursuant to Item 7.01 of Form 8-K.

104						Cover Page Interactive Data file (embedded within the Inline XBRL document).


*			The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.
†			Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

Forward-Looking Statements

Certain statements in this current report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this current report are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “potential” or the negative of those terms or other comparable terminology.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including: the Company’s ability to realize the anticipated benefits of the divestiture, including the expected impact on its portfolio focus, financial flexibility, debt reduction, and balance sheet; the timing, amount and certainty of receipt of any contingent consideration under the transaction, which is subject to the future net sales performance of the disposed business; the actual use of net proceeds from the transaction; the effects of macroeconomic conditions, foreign currency exchange rates and tax matters related to the transaction; and general market, economic, competitive and operational conditions. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2025 and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this current report are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise

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 30, 2026

Eduardo Bezerra

Chief Financial Officer

Perrigo Completes Divestiture of Dermacosmetics Business

• Advances key Three-S plan pillar, streamlining portfolio

• Upfront net proceeds of approximately €306 million will enable debt reduction

DUBLIN, April 30, 2026 – Perrigo Company plc (NYSE: PRGO) (“Perrigo” or the “Company”), a leading global provider of consumer health products, today announced that it has completed the previously announced sale of its branded Dermacosmetics business to Karo Healthcare (“Karo”) for total consideration of up to €332.6 million. The transaction consists of €305.6 million in upfront cash, including €5.6 million in net working capital adjustments, and up to an additional €27.0 million contingent on the achievement of net sales milestones over the next three years. Brands sold in the transaction include ACO, Biodermal, Emolium, and Iwostin.

“This transaction marks another important milestone in the execution of our Three-S plan to Stabilize, Streamline, and Strengthen the Company,” said Patrick Lockwood-Taylor, President and Chief Executive Officer. “By further streamlining our portfolio and sharpening our focus on core categories, we are better positioned to leverage our competitive advantages and deliver more consistent and sustainable growth in shareholder value. Importantly, we expect the net proceeds from this transaction will be used primarily to reduce debt, enhancing our financial flexibility and strengthening our balance sheet.”

In calendar year 2025, Perrigo’s Dermacosmetics branded business generated approximately €120 million in net sales and represented approximately 5% of Perrigo’s adjusted operating income.

Advisors

Greenhill & Co., an affiliate of Mizuho, is serving as financial advisor to Perrigo, and Latham & Watkins is serving as legal advisor.

About Perrigo

Perrigo Company plc is a leading pure-play self-care company with over a century of experience in providing high-quality health and wellness solutions to consumers primarily in North America and Europe. As a pioneer in the over-the-counter (OTC) self-care market, Perrigo offers trusted self-care solutions that can be used without the need for a prescription, ensuring accessibility and choice for consumers across molecules, dosage forms, and value tiers.

Perrigo's unique business model leverages its complementary businesses, where cash-generative store brand private label offerings fuel investments for leading brands, including Opill®, Mederma®, Compeed®, EllaOne®, and Jungle Formula®.

For more information, visit www.perrigo.com.

Non-GAAP Measures

This press release contains certain non-GAAP measures. A “non-GAAP financial measure” is defined as a numerical measure of a company's financial performance that excludes or includes amounts different from the most directly comparable measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP) in the statements of operations, balance sheets or statements of cash flows of the Company. Pursuant to the requirements of the U.S. Securities and Exchange Commission, the Company has provided reconciliations to the most directly comparable U.S. GAAP measures for the non-GAAP financial measures referred to in this press release.

These non-GAAP financial measures should be considered as supplements to the GAAP reported measures, should not be considered replacements for, or superior to the GAAP measures and may not be comparable to similarly named measures used by other companies.

Perrigo Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” "forecast," “predict,” “potential” or the negative of those terms or other comparable terminology.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including the Company’s ability to realize the anticipated benefits of the divestiture, including the expected impact on its portfolio focus, financial flexibility, debt reduction, and balance sheet; the timing, amount and certainty of receipt of any contingent consideration under the transaction, which is subject to the future net sales performance of the disposed business; the actual use of net proceeds from the transaction; the effects of macroeconomic conditions, foreign currency exchange rates and tax matters related to the transaction; and general market, economic, competitive and operational conditions. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2025 and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Perrigo Contacts

Eric Jacobson, Vice President, Global Investor Relations

eric.jacobson@perrigo.com

Nick Gallagher, Associate Director, Global Investor Relations

nicholas.gallagher@perrigo.com


TABLE I
PERRIGO COMPANY PLC
RECONCILIATION OF NON-GAAP MEASURE
(in millions)
(unaudited)
	Twelve Months Ended December 31, 2025
Consolidated Continuing Operations	Net Sales		Operating Income

Reported	$	4,253.1	$	(1,122.2)

As a % of reported net sales			(26.4)		%
Pre-tax adjustments:
Amortization expense related primarily to acquired intangible assets			223.5
Restructuring charges and other termination benefits			71.9
Unusual litigation			59.0
Impairment charges(1)			1,363.1
Infant formula remediation			0.9
Other(2)			26.1
Adjusted Operating Income			$	622.3
As a % of reported net sales			14.6		%

Adjusted Operating Income in Euros(3)			€	551.4

(1) During the twelve months ended December 31, 2025 impairment charges were due primarily to a total goodwill impairment 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 twelve months ended December 31, 2025 are partly due to $12.2 million of professional consulting fees for potential divestiture activity.

(3) Adjusted Operating Income was translated at the average exchange rate for the 2025 calendar year of 0.8860 EUR per USD.

Source: View Original Filing on SEC EDGAR

FAQ

What business did Perrigo (PRGO) sell to Karo Healthcare?

Perrigo sold its branded Dermacosmetics business, including ACO, Biodermal, Emolium, and Iwostin. The deal covers Aco Hud Nordic AB and related manufacturing, packaging, sales, and distribution assets across Northern Europe, the Netherlands, and Poland.

How much cash does Perrigo (PRGO) receive from the Dermacosmetics sale?

Perrigo receives €305.6 million in upfront cash from the sale, including €5.6 million of net working capital adjustments. The company also may receive up to an additional €27.0 million if specified net sales milestones are achieved over three years.

How large was Perrigo’s Dermacosmetics business before the divestiture?

In calendar year 2025, Perrigo’s Dermacosmetics business generated approximately €120 million in net sales. It represented about 5% of Perrigo’s adjusted operating income, making it a modest but profitable contributor within the company’s overall portfolio.

How does Perrigo plan to use proceeds from the Dermacosmetics transaction?

Perrigo states it expects to use the net proceeds primarily to reduce debt. Management believes this will enhance the company’s financial flexibility and strengthen its balance sheet as part of its broader plan to stabilize, streamline, and strengthen the business.

What were Perrigo’s 2025 net sales and adjusted operating income?

For 2025, Perrigo reported consolidated continuing net sales of $4,253.1 million and a reported operating loss of $1,122.2 million. After adjusting for amortization, restructuring, litigation, impairments, and other items, adjusted operating income was $622.3 million, or 14.6% of net sales.

Why did Perrigo report a large operating loss in 2025 despite positive adjusted income?

The 2025 operating loss of $1,122.2 million was driven primarily by $1.3 billion of goodwill impairment and a $33.6 million impairment on an equity method investment. Adjusted operating income of $622.3 million excludes these and other specified items to show underlying performance.

Perrigo (NYSE: PRGO) nets €305.6M upfront from Dermacosmetics sale

Rhea-AI Filing Summary

Positive

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