PERRIGO Co plc PRGO
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 28, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
26 paragraphs in Risk Factors of the 10-K filed Feb 26, 2026 with nothing like them in the 10-K filed Feb 28, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
•Our exposure to cybersecurity threats and third‑party information system vulnerabilities could result in a material adverse effect on our business.
•Our inability to timely and responsibly leverage emerging technologies, including generative artificial intelligence, could result in a material adverse effect on our business, and the use of emerging technologies generally could result in regulatory action, legal liability, operational challenges or reputational harm.
•Failure to effectively monitor our strategies, initiatives and risks related to environmental, social, sustainability and governance matters, as well as any actual or perceived inability to satisfy the evolving and diverging requirements and expectations of our investors, customers, regulators, employees, suppliers and other stakeholders with respect to such matters may negatively affect our business and operations.
enhancement actions, experienced increased production costs and reduced production volumes, and expect higher compliance costs to continue. Moreover, if we are unable to address the FDA's past or future observations to the FDA's satisfaction, we could incur additional compliance costs, and our reputation could be adversely affected if we are perceived by consumers to not be in compliance with such framework.
Changes in the retail landscape and consumer behavior may adversely affect our business, financial condition, and results of operations. The increasing prevalence of alternative sales channels, such as e‑commerce, direct‑to‑consumer online brands, subscription services, and buying clubs, together with evolving consumer preferences, demand patterns, shopping behaviors, and consumption levels, may result in pressure on pricing, and shift market share in ways that are difficult to predict. These dynamics could adversely affect our business, results of operations, and financial condition.
Our performance is also dependent on discretionary consumer spending, which is influenced by factors beyond our control, including general economic and political conditions, consumer confidence, interest rates, inflation, tax rates, credit availability, employment levels, and housing and financial market conditions. Deterioration in any of these factors could reduce customer spending and adversely affect our net sales and profitability. Our performance is also influenced by consumer trends, habits, and preferences. A shift away from traditional medicine or changes in other preferences could diminish demand for our products and reduce sales. As a result of these and other risks and uncertainties, our future sales, earnings, and cash flows could be volatile and vary materially from our expectations, including our published guidance.
Our ability to achieve operating results in line with published guidance is inherently subject to significant uncertainties, and related share-price volatility may heighten our susceptibility to investor lawsuits and activist shareholder activity.
A decline in our share price may also increase our vulnerability to activist shareholder actions. Responding to activist campaigns or a potential proxy contest may require significant time, attention, and resources from management and our Board and may result in substantial legal, advisory, and administrative expenses. Investor perception of activist activity may also increase share price volatility, and the associated distraction and resource demands could impede our ability to execute our business strategy and related strategic initiatives, adversely affecting our business, financial condition, and results of operations.
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industrial espionage, interruptions or other system issues, unauthorized access and computer viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess and address.
Our inability to timely and responsibly leverage emerging technologies, including generative artificial intelligence, could result in a material adverse effect on our business, and the use of emerging technologies generally could result in regulatory action, legal liability, operational challenges or reputational harm.
Our ability to identify, adopt, and effectively integrate emerging technologies, including generative artificial intelligence (“AI”), into our product development, services, and operations is an important factor in maintaining our competitiveness. If we are unable to timely and responsibly leverage such technologies, our operating results, and growth prospects could be adversely affected. Increased use of AI introduces certain risks, including heightened exposure to cybersecurity threats, data privacy and intellectual property concerns, algorithmic errors or bias leading to flawed outputs or poor decision-making, and increased third-party dependency risks. Additionally, the legal and regulatory landscape governing AI is rapidly evolving in the United States and globally. Changes in, or noncompliance with, applicable laws, regulations, standards, and industry guidance could result in increased compliance costs, operational constraints, liability, or reputational harm. While we have implemented, and expect to continue enhancing, governance, security, and quality control measures related to the use of AI and other emerging technologies, these measures may not be effective in all cases, and we may incur significant costs or face unanticipated consequences as these technologies and their regulatory frameworks continue to develop.
Management transition and our ability to attract and retain key personnel create uncertainties which may negatively impact our business.
Our success depends on attracting, developing, and retaining qualified leaders and other key employees. Competition for skilled personnel and leaders within and outside of our industry is high, and we may be unable to hire or retain needed talent. We have experienced significant changes to our leadership team over the past several years. Loss of key personnel, vacancies in critical roles, or organizational changes, including leadership transitions and succession planning, creates uncertainty and could disrupt operations and adversely affect our business, financial condition, or results of operations.
During 2025, the Company undertook organizational changes to streamline its leadership structure and align the organization around global categories. In connection with these changes, the Company discontinued the roles of Executive Vice President and President for each of the CSCI and CSCA segments. The Company appointed Roberto Khoury as Executive Vice President and Chief Commercial Officer, with responsibility for operating results for the CSCI and CSCA segments. These actions are intended to advance the Company’s multi-year Stabilize, Streamline and Strengthen plan and reflect the Company’s operational readiness. Although we believe these leadership transitions are in the best interest of our stakeholders, any change in executive management creates uncertainty.
Evolving labor market conditions including wage inflation, labor shortages, changes in immigration laws and policies, and preferences for remote or flexible work, may increase costs, constrain staffing, and reduce the effectiveness of our talent programs.
During fiscal year 2025, we commenced a strategic review of our oral care business and infant formula business and began exploring a range of strategic alternatives for those businesses. There can be no assurance that these strategic reviews will result in any particular outcome or transaction, or as to the timing thereof.
During the first quarter of 2026, we have begun transitioning from a geographic segment reporting structure to a category-based segment view, enabling us to better align our financial disclosures and operational analysis with our product offerings and strategic priorities. The change is being made to stay in alignment with the way our chief operating decision maker intends to make future operating decisions, allocate resources and manage the growth and profitability of the Company. The anticipated change is not expected to have any impact on the Company's historical consolidated financial position, results of operations, or cash flows.
Failure to effectively monitor our strategies, initiatives, and risks related to environmental, social, sustainability and governance matters, as well as any actual or perceived inability to satisfy the evolving and diverging requirements and expectations of our investors, customers, regulators, employees, suppliers and other stakeholders with respect to such matters, may negatively affect our business and operations.
Regulatory developments and stakeholder expectations relating to environmental, social, sustainability and governance matters are rapidly changing. There has been increasing scrutiny over climate, corporate diversity and other environmental, social and sustainability topics in the markets we serve, resulting in, and among other responses, new and changing laws, regulations and policies regarding these topics that may result in increased costs and disruption to operations. For example, the European Union has adopted mandatory sustainability report and due diligence requirements under the Corporate Sustainability Reporting Directive (“CSRD”) and the Corporate Sustainability Due Diligence Directive ("CSDDD"). While certain jurisdictions in which we operate have adopted or proposed similar laws, regulations or policies, other jurisdictions have adopted or proposed diverging or conflicting laws, regulations or policies. Our actual or perceived inability to comply with all applicable law, regulation or policies, including on environmental, social, sustainability and governance matters, could increase our exposure to legal and reputational risks and have a material adverse effect on our business.
We have set goals and commitments related to climate and other sustainability issues. Given the varied and evolving expectations of our stakeholders, there can be no assurance that such goals and commitments will align with the expectations of all relevant stakeholders. In addition, there are many factors, including factors outside of our control, that impact our ability to achieve any goals or commitments we set with respect to these matters. Any
failure or perceived failure to achieve our sustainability goals or to act responsibly with respect to such matters may negatively impact our operations and/or financial condition.
In 2025, the U.S government imposed new and additional tariffs on a significant number of countries and threatened to further increase the scope and amount of tariffs in the event of retaliatory countermeasures. The future of these current tariffs, and the possibility for new tariffs which could include ones specifically targeting pharmaceuticals, under which many of our U.S. OTC self-care products may be classified, remains uncertain. In February 2026, the U.S. Supreme Court struck down certain tariffs previously imposed by the U.S. government, but the U.S. government has expressed an intention to reinstate and in certain cases increase tariffs in response. The timing, scope, duration, and potential exemptions associated with these new tariffs remain subject to further administrative action and clarification.
The U.S. Department of Commerce initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, to determine the effects of importing pharmaceuticals and pharmaceutical ingredients on national security. While no specific action has been taken to date, this investigation may lead to the imposition of tariffs on pharmaceutical imports, consistent with the current U.S. administration's stated policy objective of reshoring pharmaceutical manufacturing to the United States. Through fiscal year 2025, these new tariffs and trade policies have had a significant impact on our results of operations and the impact of these tariffs has materially increased the cost of goods for our products and materials sourced from other countries, particularly China. Given the recent invalidation of prior tariffs and the imposition of new temporary tariffs, our cost structure remains subject to rapid and unpredictable change, and we expect continued material impacts on our U.S. business. The Supreme Court did not determine whether duties paid under the invalidated tariff regime must be refunded, further contributing to uncertainty regarding historical and future cost of goods sold.
As a result of these dynamic conditions and uncertainties, we have modified, and may further modify, our operations and strategic initiatives, including by adjusting our investment priorities, reallocating resources, or delaying specific initiatives, such as deferring capital expenditures on the Nutrition Network Optimization project, initiating an enterprise-wide operational enhancement program, and seeking further working capital improvements. If we are unable to mitigate these increased costs through supply chain adjustments, pricing strategies or other measures, these costs, as well as the costs incurred in implementing these measures, could have a material adverse impact on our results of operations and cash flows from operations.
We cannot predict the extent to which other countries will impose duties, tariffs, taxes or other similar restrictions upon the import or export of goods and materials in the future, nor can we predict future U.S. trade policy, including the potential continued regulatory forbearance allowing imported infant formulas in the United States, or the terms of any renegotiated trade agreements and their impact on our business.
Similarly, we cannot predict which of our products will be impacted by tariffs or eligible for exceptions under existing or future trade agreements. In addition, in response to tariffs announced by the United States, other countries have implemented, and may implement additional, retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technology exchanges, and other economic activities between major international economies. In addition, elevated tariffs or trade restrictions, or the expectation of such changes, could increase inflation or unemployment and reduce consumers' disposable income and spending. The occurrence of any of the foregoing could result in a material adverse effect on global economic conditions and the stability of global financial markets, which could in turn have a material adverse impact on our business and financial condition.
Paragraphs in the 10-Q filed Nov 4, 2026 that were not in the one before
New in the latest 10-Q
31 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(1) We had accumulated goodwill impairments of $ 2,659.9 million and $ 2,327.3 million as of September 26, 2026 and December 31, 2025, respectively.
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Between October 2, 2026 and October 7, 2026, we entered into a series of transactions to extend the effective date of our $ 1.0 billion notional amount of cross-currency swaps effective through April 2027. The following are the terms and notional amounts of the restructured swaps:
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• $ 312.5 million of notional amount effective from October 2, 2026 through October 2, 2031
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• $ 202.5 million of notional amount effective from October 5, 2026 through October 5, 2031
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• $ 135 million of notional amount effective from October 5, 2026 through October 5, 2029
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• $ 200 million of notional amount effective from October 6, 2026 through October 8, 2029
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• $ 150 million of notional amount effective from October 7, 2026 through April 20, 2030
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On October 6, 2026, Plaintiffs moved for leave to amend their Streamlined Complaint and filed a proposed Amended Streamlined Complaint expanding the allegations related to the Maximum Strength and associated claims. Defendants filed a response but did not oppose the amendment. The Eastern District of New York granted Plaintiffs’ motion for leave to amend on October 28, 2026, and the now-operative amended complaint was filed the next day. Defendants’ motion to dismiss is due December 7, 2026, and briefing is scheduled to conclude in February 2027. Plaintiffs have until November 20, 2026 to petition the U.S. Supreme Court for certiorari challenging the Second Circuit’s dismissal of their RICO claims. All discovery remains staying while these pleading issues are resolved.
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(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $ 28.6 million of amortization expense related primarily to acquired intangible assets and $ 2.5 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
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(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $ 27.1 million of unusual litigation, $ 16.1 million of amortization expense related primarily to acquired intangible assets, $ 4.1 million related to impairment charges and a reversal of $ 1.5 million related to restructuring charges and other termination benefits.
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(5) All Other segment adjusted operating income includes earnings from other operating segments of $ 26.6 million which excludes $ 9.7 million of amortization expense related primarily to acquired intangible assets and a reversal of $ 1.0 million related to restructuring charges and other termination benefits.
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(6) Unallocated expense of $ 34.2 million excludes $ 13.9 million related to unusual litigation, $ 4.0 million related to professional consulting fees for potential divestiture activity and $ 2.5 million related to restructuring charges and other termination benefits.
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(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
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(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $ 90.1 million of amortization expense related primarily to acquired intangible assets and $ 21.2 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
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(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $ 148.7 million related to impairment charges, $ 69.8 million related to restructuring charges and other termination benefits $ 51.1 million of unusual litigation, $ 47.7 million of amortization expense related primarily to acquired intangible assets and $ 0.4 million related to professional consulting fees.
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(5) All Other segment adjusted operating income includes earnings from other operating segments of $ 84.1 million which excludes $ 187.2 million of impairment charges, $ 25.5 million of amortization expense related primarily to acquired intangible assets and a reversal of $ 1.3 million related to restructuring charges and other termination benefits.
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(6) Unallocated expense of $ 101.4 million excludes $ 21.1 million related to restructuring charges and other termination benefits, $ 18.7 million related to unusual litigation and $ 12.1 million related to professional consulting fees for potential divestiture activity.
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(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
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(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $ 28.5 million of amortization expense related primarily to acquired intangible assets and $ 4.0 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes.
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(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $ 17.7 million of amortization expense related primarily to acquired intangible assets, $ 14.8 million related to restructuring charges and other termination benefits, a $ 1.6 million asset abandonment charge related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $ 1.1 million of unusual litigation.
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(5) All Other segment adjusted operating income includes earnings from other operating segments of $ 22.5 million which excludes $ 9.9 million of amortization expense related primarily to acquired intangible assets.
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(6) Unallocated expense of $ 36.4 million excludes $ 13.9 million related to unusual litigation, $ 6.0 million related to restructuring charges and other termination benefits and $ 3.1 million related to professional consulting fees for divestiture activity included in Other within the reconciliation to Income from continuing operations before income taxes.
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(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
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(3) Segment adjusted cost of sales represents costs of sales attributable to the reporting segments, excluding $ 88.5 million of amortization expense related primarily to acquired intangible assets and $ 8.4 million of accelerated depreciation related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $ 0.9 million of infant formula remediation.
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(4) Segment adjusted operating expense items include distribution, research and development, and selling and administrative expenses, excluding $ 53.4 million of amortization expense related primarily to acquired intangible assets, $ 45.0 million related to restructuring charges and other termination benefits, $4.6 million of impairment charges, a $ 1.6 million asset abandonment charge related to Nutrition Network Optimization included in Other within the reconciliation to Income from continuing operations before income taxes and $ 1.6 million of unusual litigation.
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(5) All Other segment adjusted operating income includes earnings from other operating segments of $ 69.0 million which excludes $ 25.9 million of amortization expense related primarily to acquired intangible assets.
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(6) Unallocated expense of $ 114.8 million excludes $ 37.7 million related to unusual litigation, $ 14.0 million related to restructuring charges and other termination benefits and $ 8.5 million related to professional consulting fees for divestiture activity included in Other within the reconciliation to Income from continuing operations before income taxes.
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(7) Amortization expense related primarily to acquired intangible assets is discussed in further detail in Note 8.
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On October 29, 2026, we entered into a definitive agreement pursuant to which MeridianMade will acquire our Infant Formula business for total consideration of up to $ 175 million. The transaction consideration consists of $ 40 million in cash at closing and up to an additional $ 135 million contingent on the achievement of future performance milestones through 2030.
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The criteria for reporting our Infant Formula business as held for sale were met after the balance sheet date, and therefore we classified the business as held and used as of September 26, 2026. After considering expected carrying value relative to cash proceeds and an estimate of fair value of the contingent milestones, we expect to recognize a loss between $ 275.0 million and $ 375.0 million resulting from the measurement as held for sale during the fourth quarter of 2026.
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• On October 29, 2026, we entered into a definitive agreement pursuant to which MeridianMade will acquire Perrigo’s Infant Formula business for total consideration of up to $175 million. The transaction consists of $40 million in cash at closing and up to an additional $135 million contingent on the achievement of future performance milestones through 2030.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 26, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:Our 2025 Form 10-K includes a detailed discussion of our risk factors. At the time of this filing, there have been no material changes to the risk factors that were included in the Form 10-K.
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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 26, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 28, 2025
Where each one is used
- emerging technologies: •Our inability to timely and responsibly leverage emerging technologies, including generative artificial intelligence, could result in a material adverse effect on our business, and the use of emerging technologies generally could result in regulatory action, legal liability, operational challenges or reputational harm.
- environmental social: •Failure to effectively monitor our strategies, initiatives and risks related to environmental, social, sustainability and governance matters, as well as any actual or perceived inability to satisfy the evolving and diverging requirements and expectations of our investors, customers, regulators, employees,...
- social sustainability: •Failure to effectively monitor our strategies, initiatives and risks related to environmental, social, sustainability and governance matters, as well as any actual or perceived inability to satisfy the evolving and diverging requirements and expectations of our investors, customers, regulators, employees,...
- governance matters: •Failure to effectively monitor our strategies, initiatives and risks related to environmental, social, sustainability and governance matters, as well as any actual or perceived inability to satisfy the evolving and diverging requirements and expectations of our investors, customers, regulators, employees,...
- retail landscape: •Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control.
- consumer behavior: •Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control.
- activist shareholder: •Our ability to achieve operating results in line with published guidance is inherently subject to significant uncertainties, and related stock-price volatility may heighten our susceptibility to investor lawsuits and activist shareholder activity.
- cybersecurity threats: •Our exposure to cybersecurity threats and third‑party information system vulnerabilities could result in a material adverse effect on our business.
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
18 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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