What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 1148 added, 1164 removed, 1981 unchanged (54% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024.

Based on that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer have concluded that as of December 31, 2025, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

5 unchanged sentences

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2025 based on the framework described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation,

management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024.

Based on that evaluation, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

2 unchanged sentences

Other Information

On February 13, 2025, in accordance with the delegation provided by the Board of Directors (the “Board”) of Bausch Health Companies Inc.

(the “Company”), the Talent and Compensation Committee of the Board (the” Committee”) approved a change to the compensation of Thomas J.

Appio, the Company’s Chief Executive Officer, based on a review of market data and Mr.

Appio’s performance.

The Committee increased Mr.

Appio’s target annual cash bonus opportunity to 150% of his base salary commencing with the annual incentive program for 2025.

Also, on February 13, 2025, the Committee approved changes to the compensation of Mr.

Jean-Jacques Charhon, Executive Vice President and Chief Financial Officer, and Ms.

Seana Carson, Executive Vice President and General Counsel based on a review of market data and Mr.

Charhon’s and Ms.

Carson’s performance.

The Committee increased Mr.

Charhon’s target annual cash bonus opportunity to 75% of his base salary commencing with the annual incentive program for 2025 and increased Ms.

Carson’s annual base salary to $650,000 effective March 24, 2025, and her target annual cash bonus opportunity to 75% of her base salary commencing with the annual incentive program for 2025 (which, for Ms.

Carson, will be converted into and paid in Canadian dollars).

During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “Non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

9 unchanged sentences

We have adopted an Insider Trading Policy and a Blackout Policy that govern the purchase, sale and/or other dispositions of our securities by us and by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them, and that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.

Copies of our Insider Trading Policy and our Blackout Policy are filed as Exhibits 19.1 and 19.2, respectively, to this Form 10-K.

Copies of our Blackout Policy and our Insider Trading Policy are filed as Exhibits 19.1 and 19.2, respectively, to this Form 10-K.

Executive Compensation

19 unchanged sentences

3.5 Articles of Bausch Health Companies Inc., as of July 13, 2018, originally filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 16, 2018, which is incorporated by reference herein.

4.1 Indenture, dated as of March 21, 2017, by and among Valeant Pharmaceuticals International, Inc., the guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto, governing the 6.500% Senior Secured Notes due 2022 and the 7.000% Senior Secured Notes due 2024, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 21, 2017, which is incorporated by reference herein.

4.2 Indenture, dated as of October 17, 2017, by and among Valeant Pharmaceuticals International, Inc., the guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto, governing the 5.500% Senior Secured Notes due 2025, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2017, which is incorporated by reference herein.

4.3 Indenture, dated as of December 18, 2017, by and among Valeant Pharmaceuticals International, Inc., the guarantors party thereto and The Bank of New York Mellon, as trustee, governing the 9.000% Senior Notes due 2025, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 18, 2017, which is incorporated by reference herein.

4.4 Indenture, dated as of March 26, 2018, by and among Valeant Pharmaceuticals International, Valeant Pharmaceuticals International, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, governing the 9.250% Senior Secured Notes due 2026, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 27, 2018, which is incorporated by reference herein.

4.5 Indenture, dated as of June 1, 2018, by and among Valeant Pharmaceuticals International, Valeant Pharmaceuticals international, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, governing the 8.500% Senior Secured Notes due 2027, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2018, which is incorporated by reference herein.

4.6 Indenture, dated as of March 8, 2019, by and among Bausch Health Companies Inc., the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., as trustee, and the notes collateral agents party thereto, governing the 5.750% Senior Secured Notes due 2027, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2019, which is incorporated by reference herein.

4.1 Indenture, dated as of June 1, 2018, by and among Valeant Pharmaceuticals International, Valeant Pharmaceuticals international, Inc., the other guarantors party thereto and The Bank of New York Mellon, as trustee, governing the 8.500% Senior Notes due 2027, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2018, which is incorporated by reference herein.

4.2 Indenture, dated as of May 23, 2019, by and among Bausch Health Companies Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the 7.000% Senior Notes due 2028 and the 7.250% Senior Notes due 2029, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 24, 2019, which is incorporated by reference herein.

3 unchanged sentences

4.6 Indenture, dated as of June 8, 2021, by and among Bausch Health Companies Inc., the guarantors named therein and The Bank of New York Mellon, N.A., as trustee, governing the 4.875% Senior Notes due 2028, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021, which is incorporated by reference herein.

4.12 Indenture, dated as of February 10, 2022, by and among Bausch Health Companies Inc., the guarantors named therein, The Bank of New York Mellon, N.A., as trustee and the notes collateral agents party thereto, governing the 6.125% Senior Secured Notes due 2027, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 10, 2022, which is incorporated by reference herein.

4.7 Indenture, dated as of September 30, 2022, by and among Bausch Health Companies Inc., the guarantors party thereto, The Bank of New York Mellon, as trustee, and the notes collateral agents party thereto, governing the 11.00% Senior Secured Notes due 2028, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 4, 2022, which is incorporated by reference herein .

4.14 Indenture, dated as of September 30, 2022, by and among Bausch Health Companies Inc., the guarantors party thereto, The Bank of New York Mellon, as trustee, and the notes collateral agents party thereto, governing the 14.00% Senior Secured Notes due 2030, originally filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 4, 2022, which is incorporated by reference herein.

4.15 Indenture, dated as of September 30, 2022, by and among 1375209 B.C.

Ltd., The Bank of New York Mellon, as trustee, and The Bank of New York Mellon, as notes collateral agent, governing the 9.00% Senior Secured Notes due 2028, originally filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 4, 2022, which is incorporated by reference herein.

4.8 Indenture, dated as of September 30, 2022, by and among Bausch Health Companies Inc., the guarantors party thereto, The Bank of New York Mellon, as trustee, and the notes collateral agents party thereto, governing the 14.00% Second Lien Secured Notes due 2030, originally filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 4, 2022, which is incorporated by reference herein.

4.9 Indenture, dated as of April 8, 2025, by and among 1261229 B.C.

Ltd., Bausch Health Companies Inc., the other guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto, governing the 10.00% Senior Secured Notes due 2032, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 9, 2025, which is incorporated by reference herein.

4.10 Indenture, dated as of June 26, 2025, by and among Bausch & Lomb Incorporated, Bausch+Lomb Netherlands B.V., the guarantors party thereto, Citibank, N.A., acting as trustee and as notes collateral agent and Citibank, N.A.

London Branch, acting as paying agent, registrar, transfer agent and calculation agent, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 27, 2025, which is incorporated by reference herein.

4.11 Form of Note (Included in Exhibit 4.19), originally filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 8, 2025, which is incorporated by reference herein.

4.12 Shareholder Rights Plan Agreement, dated as of April 14, 2025, by and between Bausch Health Companies Inc.

and TSX Trust Company, as rights agent (which includes the Form of Rights Certificate as Schedule A thereto) originally filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on April 15, 2025 (File No.

001-14956), which is incorporated by reference herein.

4.13 Form of Common Share Certificate of Bausch Health Companies Inc., originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2018, which is incorporated by reference herein.

10 unchanged sentences

and the Bank of New York Mellon, as trustee, amending that certain Indenture dated as of May 23, 2019 relating to the Company’s 7.250% Senior Notes due 2029, originally filed as 10.8 to the Company’s Current Report on Form 10-Q filed on November 3, 2022, which is incorporated by reference herein.

4.23 Indenture, dated as of September 29, 2023, by and among Bausch + Lomb Corporation, the guarantors party thereto and Citibank, N.A., acting through its agency and trust division, as trustee, and as notes collateral agent thereto, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 29, 2023 and incorporated by reference herein.

4.20 Second Supplemental Indenture, dated as of December 26, 2025, by and among 1261229 B.C.

Ltd., Bausch Health Companies Inc., the other guarantors party thereto, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto, amending that certain Indenture dated as of April 8, 2025 relating to the Company's 10.00% Senior Secured Notes due 2032, originally filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 29, 2025, which is incorporated by reference herein.

4.21 Indenture, dated as of September 29, 2023, by and among Bausch + Lomb Corporation, the guarantors party thereto and Citibank, N.A., acting through its agency and trust division, as trustee, and as notes collateral agent thereto, governing the 8.375% Senior Secured Notes due 2028, originally filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 29, 2023 and incorporated by reference herein.

10.1 Bausch Health Companies Inc.

25 unchanged sentences

Directors Share Unit Plan, effective May 16, 2011, originally filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011 filed on August 8, 2011, which is incorporated by reference herein.†

10.19 Bausch Health Companies Inc.

2025 Employee Stock Purchase Plan (effective as of May 13, 2025), originally filed as Exhibit B to the Company’s definitive proxy statement (File No.

001-14956) filed on April 2, 2025, which is incorporated by reference herein.

10.20 Employment Agreement, dated as of April 25, 2016, between Valeant Pharmaceuticals International, Inc.

16 unchanged sentences

and Jean-Jacques Charhon, originally filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed on October 30, 2024, which is incorporated by reference herein.†

10.28 First Incremental Amendment, dated as of November 27, 2018, to the Fourth Amended and Restated Credit and Guaranty Agreement, by and among Bausch Health Companies Inc., Valeant Pharmaceuticals International, certain subsidiaries of Bausch Health Companies Inc.

as guarantors, each of the financial institutions named therein as lenders and issuing banks and Barclays Bank PLC, as Administrative Agent, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 27, 2018, which is incorporated by reference herein and which First Incremental Amendment appends, as an exhibit thereto, a copy of such Fourth Amended and Restated Credit and Guaranty Agreement, as amended to date.

10.29 Second Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement, dated as of May 10, 2022, among Bausch Health Companies Inc., Bausch Health Americas, Inc., certain other subsidiaries of the Company as subsidiary guarantors, each of the financial institutions named therein as lenders and issuing banks and Barclays Bank PLC, as Administrative Agent, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 10, 2022, which is incorporated by reference herein.

10.29 Employment Agreement dated as of June 17, 2024 between Bausch Health Companies Inc.

and Aimee Lenar, originally filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which is incorporated by reference herein.†

10.30 Letter Agreement by and among Bausch Health Companies Inc., Carl C.

Icahn and the persons and entities listed therein, dated May 20, 2025, originally filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 21, 2025, which is incorporated by reference herein.

10.31 Letter Agreement by and among Bausch Health Companies Inc.

and John Paulson, dated May 20, 2025, originally filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 21, 2025, which is incorporated by reference herein.

10.32 Letter Agreement by and among Bausch Health Companies Inc.

and Sarah Kavanagh, dated May 20, 2025, originally filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 21, 2025, which is incorporated by reference herein.

10.33 Credit Agreement, dated as of April 8, 2025, by and among 1261229 B.C.

Ltd., 1530065 B.C.

Ltd., Bausch Health Companies Inc., the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and other certain financial institutions, as agents and/or lenders, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2025, which is incorporated by reference herein.

10.34 Credit Agreement, dated as of May 10, 2022, among Bausch + Lomb Corporation, certain subsidiaries of the Company as subsidiary guarantors, each of the financial institutions named therein as lenders and issuing banks, Citibank, N.A., as Revolving Facility Administrative Agent and Goldman Sachs Bank USA, as Term Facility Administrative Agent, originally filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 10, 2022, which is incorporated by reference herein.

10 unchanged sentences

and Salix Pharmaceuticals, Inc., originally filed as Exhibit 10.98 to Salix Pharmaceutical Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on November 8, 2012, which is incorporated by reference herein.

10.36 Restatement Agreement, dated as of June 1, 2018, among Valeant Pharmaceuticals International, Inc., Valeant Pharmaceuticals International, certain subsidiaries of Valeant Pharmaceuticals International, Inc.

10.40 Amended and Restated Asset Purchase Agreement dated January 4, 2019 among Bausch Health Companies Inc., Bausch Health Ireland Limited, Synergy Pharmaceuticals Inc.

36 unchanged sentences

10.59 Form of PSU Award Agreement, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed on May 4, 2023, which is incorporated by reference herein.

10.57 Credit and Security Agreement, dated June 30, 2023, by and among Bausch Receivables Funding LP, as Borrower, Bausch Receivables Funding GP ULC, Bausch Health US, LLC, as the Master Servicer, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, KKR Capital Markets LLC, as Left Lead Arranger, KKR Credit Advisors (US) LLC, as Structuring Advisor, and the Lenders from time to time party thereto, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 7, 2023, which is incorporated by reference herein.

10.58 First Amendment to Credit and Security Agreement, dated as of August 9, 2023, amending the Credit and Security Agreement, dated June 30, 2023, by and among Bausch Receivables Funding LP, as Borrower, Bausch Receivables Funding GP ULC, Bausch Health US, LLC, as the Master Servicer, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, KKR Capital Markets LLC, as Left Lead Arranger, KKR Credit Advisors (US) LLC, as Structuring Advisor, and the Lenders from time to time party thereto, originally filed as Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 and incorporated by reference herein.

10.59 Second Amendment to Credit and Security Agreement, dated as of March 28, 2024, amending the Credit and Security Agreement, dated June 30, 2023, by and among Bausch Receivables Funding LP, as Borrower, Bausch Receivables Funding GP ULC, Bausch Health US, LLC, as the Master Servicer, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, KKR Capital Markets LLC, as Left Lead Arranger, KKR Credit Advisors (US) LLC, as Structuring Advisor, and the Lenders from time to time party thereto, originally filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed on May 2, 2024, which is incorporated by reference herein.

10.60 Credit Agreement, dated as of May 10, 2022, as amended by the First Incremental Amendment, dated as of September 29, 2023, by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto, Citibank, N.A., as collateral agent thereto, Goldman Sachs Bank USA, as term facility administrative agent thereto and JPMorgan Chase Bank, N.A., as first incremental term facility administrative agent thereto, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 29, 2023, which is incorporated by reference herein.

10.61 Third Amendment to Credit and Guaranty Agreement by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto and other persons party thereto, JPMorgan Chase Bank, N.A.

and Citibank, N.A., dated as of June 26, 2025, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2025, which is incorporated by reference herein.

10.62 Credit Agreement, dated as of May 10, 2022, as amended by the Second Incremental Amendment, dated as of November 1, 2022, by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as second incremental term facility administrative agent, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2024, which is incorporated by reference herein.

10.63 Fourth Amendment to Credit and Guaranty Agreement by and among Bausch + Lomb Corporation, certain subsidiaries of Bausch + Lomb Corporation as subsidiary guarantors, the lenders party thereto and other persons party thereto, JPMorgan Chase Bank, N.A.

and Citibank, N.A., dated as of January 2, 2026, originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 2, 2026, which is incorporated by reference herein.

19.1 Bausch Health Companies Inc.

Blackout Policy.

Blackout Policy originally filed as Exhibit 19.1 to the Company’s Current Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 20, 2025, which is incorporated by reference herein.

19.2* Bausch Health Companies Inc.

39 unchanged sentences

Executive Vice President, Chief Financial Officer (Principal Financial Officer) February 18, 2026

/s/ STEVEN H.

Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) February 18, 2026

2 unchanged sentences

Director February 18, 2026

/s/ MICHAEL GOETTLER

Michael Goettler

Director February 18, 2026

1 unchanged sentence

Director February 18, 2026

/s/ STEVEN D.

/s/ SANDRA LEUNG

Director February 18, 2026

9 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F- 6

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 F- 7

Consolidated Statements of Shareholders’ (Deficit) Equity for the years ended December 31, 2024, 2023 and 2022 F- 8

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 F- 7

Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2025, 2024 and 2023 F- 8

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 9

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Bausch Health Companies Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of shareholders' (deficit) equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

14 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 10 to the consolidated financial statements, the Company has $1,680 million of principal debt obligations due on November 1, 2025, $535 million due in December 2025 as well as $602 million in April 2026 and has entered into a Bridge Facility.

Management’s evaluation of, and plans with respect to, these maturities are described in Note 10 under the headings “Maturities and Mandatory Payments” and “Bridge Facility”.

Definition and Limitations of Internal Control over Financial Reporting

1 unchanged sentence

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

5 unchanged sentences

Medicaid Rebates and Sales Returns Allowances

A s described in Note 2 to the consolidated financial statements, gross product sales are subject to a variety of deductions in arriving at reported net product sales.

As described in Note 2 to the consolidated financial statements, gross product sales are subject to a variety of deductions in arriving at reported net product sales.

The transaction price for product sales is typically adjusted for variable consideration, which may be in the form of cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to customers.

1 unchanged sentence

The variable consideration provisions, either recognized within accrued and other current liabilities or as a reduction of trade receivables, included $348 million related to returns allowances and $1,352 million related to rebates, including Medicaid rebates, as of December 31, 2025.

For certain rebate programs, such as Medicaid, provisions recognized by management are based on the terms of state government-managed programs, estimates of outstanding and future claims for end-customer sales and the sales mix.

For certain rebate programs, such as Medicaid, provisions recognized by management are based on the terms of state government-managed programs and estimates of outstanding and future claims for end-customer sales and the sales mix.

For sales returns, management estimates provisions utilizing existing return policies with customers, historical return and exchange levels, external data with respect to inventory levels in the distribution channel, external data with respect to prescription demand for products, remaining shelf lives of products at the date of sale, and estimated returns liability to be processed by year of sale based on an analysis of lot information related to actual historical returns.

4 unchanged sentences

These procedures included testing the effectiveness of controls relating to management’s estimation of provisions for Medicaid rebates and sales returns allowances, including controls over the assumptions used to estimate these rebates and sales returns allowances.

These procedures also included, among others (i) developing an independent estimate of Medicaid rebates by utilizing third-party information on inventory levels in the distribution channel, the terms of the specific Medicaid rebate programs, and the historical trends of actual Medicaid rebate claims paid, adjusted for price and projected market conditions;

These procedures also included, among others (i) developing an independent estimate of Medicaid rebates by utilizing third-party information on inventory levels in the distribution channel, as applicable, the terms of the specific Medicaid rebate programs and the historical trends of actual Medicaid rebate claims paid, adjusted for price and projected market conditions;

(ii) comparing the independent estimate for these Medicaid rebates to management’s estimates to evaluate the reasonableness of management’s estimate;

5 unchanged sentences

Professionals with specialized skill and knowledge were used to assist in evaluating whether the Company’s Medicaid rebate program policies and methodology for estimating Medicaid rebates are compliant with the Center for Medicare and Medicaid Services (CMS) and federal regulations.

Goodwill Impairment Assessments – Dermatology and Generics Reporting Units

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $11,087 million as of December 31, 2024, and the goodwill associated with the Dermatology and Generics reporting units was $329 million and $227 million, respectively.

Goodwill Impairment Assessments – Salix and Generics Reporting Units

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $11,271 million as of December 31, 2025, and the goodwill associated with the Salix and Generics reporting units was $3,159 million and $82 million, respectively.

Goodwill is not amortized but is tested for impairment at least annually as of October 1 at the reporting unit level.

3 unchanged sentences

Fair value of each reporting unit is estimated by management using a discounted cash flow model.

During the annual goodwill impairment test as of October 1, 2024, management performed separate quantitative fair value tests for the Dermatology and Generics reporting units.

During the annual goodwill impairment test as of October 1, 2025, management performed separate quantitative fair value tests for the Salix and Generics reporting units.

After completing the testing, the fair value of the Salix reporting unit exceeded its carrying value and therefore, there was no impairment to goodwill.

As a result of increased competition within the generic pharmaceuticals market, the carrying value of the Generics reporting unit exceeded its fair value and the Company recognized a goodwill impairment of $145 million for the Generics reporting unit.

Management’s discounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, projected working capital needs, selling, general and administrative expenses, research and development expenses, capital expenditures, income tax rates, discount rates, and terminal growth rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Dermatology and Generics reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Dermatology and Generics reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and discount rates;

As disclosed by management, in January 2026, management received the results for the double-blinded Phase 3 clinical trials for two clinical programs and both clinical trials failed to achieve their primary endpoints.

As a result, management has revised its forecasts by updating assumptions and anticipates recognizing an impairment charge of approximately $1,400 million for the Salix reporting unit in the first quarter of 2026.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Salix and Generics reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Salix and Generics reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to revenue growth rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Dermatology and Generics reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Dermatology and Generics reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Salix and Generics reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Salix and Generics reporting units;

(ii) evaluating the appropriateness of the discounted cash flow model used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates and discount rates.

Evaluating management’s assumptions related to revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Dermatology and Generics reporting units;

(iv) evaluating the reasonableness of the significant assumption used by management related to revenue growth rates;

and (v) evaluating the sufficiency of the Company’s disclosures in the consolidated financial statements.

Evaluating management’s assumption related to revenue growth rates involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the Salix and Generics reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rates assumption.

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model.

/s/ PricewaterhouseCoopers LLP

21 unchanged sentences

Accrued and other current liabilities 3,344 3,489

Financial leases 11 —

Current portion of long-term debt 225 2,674

1 unchanged sentence

Acquisition-related contingent consideration 254 310

Non-current portion of financial leases 23 —

Non-current portion of long-term debt 20,592 18,942

3 unchanged sentences

Commitments and contingencies (Notes 21 and 22)

Equity (Deficit)

Common shares, no par value, unlimited shares authorized, 370,531,987 and 367,843,058

7 unchanged sentences

Noncontrolling interest 931 957

Total deficit ( 322 ) ( 82 )

Total liabilities and deficit $ 26,523 $ 27,350

Total equity (deficit) 377 ( 322 )

Total liabilities and equity (deficit) $ 26,366 $ 26,523

The accompanying notes are an integral part of these consolidated financial statements.

14 unchanged sentences

Asset impairments 8 29 54

Restructuring, integration, separation and IPO costs 32 62 63

Restructuring, integration and separation costs 77 32 62

Other expense, net 142 247 28

7 unchanged sentences

Provision for income taxes ( 247 ) ( 239 ) ( 221 )

Net loss ( 72 ) ( 611 ) ( 212 )

Net loss (income) attributable to noncontrolling interest 26 19 ( 13 )

Net loss attributable to Bausch Health Companies Inc.

$ ( 46 ) $ ( 592 ) $ ( 225 )

Basic and diluted loss per share attributable to Bausch Health Companies Inc.

Net income (loss) 120 ( 72 ) ( 611 )

Net loss attributable to noncontrolling interest 37 26 19

Net income (loss) attributable to Bausch Health Companies Inc.

$ 157 $ ( 46 ) $ ( 592 )

Basic and diluted weighted-average common shares 368.0 364.9 362.0

Earnings (loss) per share attributable to Bausch Health Companies Inc.

Basic $ 0.42 $ ( 0.13 ) $ ( 1.62 )

Diluted $ 0.42 $ ( 0.13 ) $ ( 1.62 )

Weighted-average common shares

Basic 370.9 368.0 364.9

Diluted 375.0 368.0 364.9

The accompanying notes are an integral part of these consolidated financial statements.

BAUSCH HEALTH COMPANIES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

1 unchanged sentence

2025 2024 2023

Net loss $ ( 72 ) $ ( 611 ) $ ( 212 )

Other comprehensive loss

Net income (loss) $ 120 $ ( 72 ) $ ( 611 )

Other comprehensive income (loss)

Pension and postretirement benefit plan adjustments:

Net actuarial gain (loss) arising during the year 2 2 ( 4 )

Net actuarial gain arising during the year 7 2 2

Amortization of prior service credit ( 1 ) ( 3 ) ( 3 )

4 unchanged sentences

Foreign currency translation adjustment 390 ( 283 ) 170

Other comprehensive (loss) income ( 282 ) 170 ( 256 )

Comprehensive loss ( 354 ) ( 441 ) ( 468 )

Comprehensive loss (income) attributable to noncontrolling interest 10 24 ( 26 )

Comprehensive loss attributable to Bausch Health Companies Inc.

Other comprehensive income (loss) 396 ( 282 ) 170

Comprehensive income (loss) 516 ( 354 ) ( 441 )

Comprehensive loss attributable to noncontrolling interest 60 10 24

Comprehensive income (loss) attributable to Bausch Health Companies Inc.

$ 576 $ ( 344 ) $ ( 417 )

1 unchanged sentence

BAUSCH HEALTH COMPANIES INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in millions)

Bausch Health Companies Inc.

Shareholders’ (Deficit) Equity

Shareholders’ Equity (Deficit)

Common Shares Accumulated

7 unchanged sentences

Deficit Noncontrolling

Interest Total (Deficit)

Interest Total Equity (Deficit)

Balance, January 1, 2023

Proceeds from B+L initial public offering, net of costs (Note 2) — — ( 327 ) — 137 ( 190 ) 865 675

361.9 $ 10,391 $ 159 $ ( 9,186 ) $ ( 2,056 ) $ ( 692 ) $ 952 $ 260

Common shares issued under share-based compensation plans 3.3 32 ( 32 ) — — — — —

1 unchanged sentence

Employee withholding taxes related to share-based awards — — ( 24 ) — — ( 24 ) — ( 24 )

Vesting of B+L equity compensation — — ( 21 ) — — ( 21 ) 21 —

Noncontrolling interest distributions — — — — — — ( 9 ) ( 9 )

Net (loss) income — — — ( 225 ) — ( 225 ) 13 ( 212 )

Other comprehensive (loss) income — — — — ( 269 ) ( 269 ) 13 ( 256 )

Net loss — — — ( 592 ) — ( 592 ) ( 19 ) ( 611 )

Other comprehensive income (loss) — — — — 175 175 ( 5 ) 170

Balance, December 31, 2023

365.2 10,423 214 ( 9,778 ) ( 1,881 ) ( 1,022 ) 940 ( 82 )

Common shares issued under share-based compensation plans 2.6 67 ( 67 ) — — — — —

4 unchanged sentences

Net loss — — — ( 46 ) — ( 46 ) ( 26 ) ( 72 )

Other comprehensive income (loss) — — — — 175 175 ( 5 ) 170

Other comprehensive (loss) income — — — — ( 298 ) ( 298 ) 16 ( 282 )

Balance, December 31, 2024

367.8 10,490 234 ( 9,824 ) ( 2,179 ) ( 1,279 ) 957 ( 322 )

Common shares issued under share-based compensation plans 2.7 26 ( 26 ) — — — — —

3 unchanged sentences

Noncontrolling interest distributions — — — — — — ( 9 ) ( 9 )

Net loss — — — ( 46 ) — ( 46 ) ( 26 ) ( 72 )

Other comprehensive (loss) income — — — — ( 298 ) ( 298 ) 16 ( 282 )

Net income (loss) — — — 157 — 157 ( 37 ) 120

Other comprehensive income (loss) — — — — 419 419 ( 23 ) 396

Balance, December 31, 2025

370.5 $ 10,516 $ 357 $ ( 9,667 ) $ ( 1,760 ) $ ( 554 ) $ 931 $ 377

The accompanying notes are an integral part of these consolidated financial statements.

5 unchanged sentences

Cash Flows From Operating Activities

Net loss $ ( 72 ) $ ( 611 ) $ ( 212 )

Net income (loss) $ 120 $ ( 72 ) $ ( 611 )

Adjustments to reconcile net loss to net cash provided by operating activities:

14 unchanged sentences

Payments of contingent consideration adjustments, including accretion ( 8 ) ( 10 ) ( 10 )

Amortization of interim contract and inventory step-up resulting from acquisitions 82 23 —

Amortization of inventory step-up resulting from acquisitions 64 82 23

Foreign exchange and other ( 11 ) 3 41

4 unchanged sentences

Accounts payable, accrued and other liabilities ( 76 ) 357 158

Net cash provided by (used in) operating activities 1,597 1,032 ( 728 )

Net cash provided by operating activities 1,400 1,597 1,032

Cash Flows From Investing Activities

10 unchanged sentences

Repayments of long-term debt ( 11,191 ) ( 1,460 ) ( 1,710 )

Proceeds from B+L initial public offering, net of costs — — 675

Payment of employee withholding taxes related to share-based awards ( 24 ) ( 26 ) ( 24 )

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 61 ( 36 ) 9

Net increase (decrease) in cash, cash equivalents, restricted cash and other settlement deposits 239 371 ( 1,528 )

Cash, cash equivalents, restricted cash and other settlement deposits, beginning of year 962 591 2,119

Cash, cash equivalents, restricted cash and other settlement deposits, end of year $ 1,201 $ 962 $ 591

Net increase in cash, cash equivalents and restricted cash 124 239 371

Cash, cash equivalents and restricted cash, beginning of year 1,201 962 591

Cash, cash equivalents and restricted cash, end of year $ 1,325 $ 1,201 $ 962

Cash and cash equivalents, end of year $ 1,309 $ 1,181 $ 947

Restricted cash and other settlement deposits, end of year 20 15 27

Restricted cash, end of year 16 20 15

Cash, cash equivalents and restricted cash, end of year $ 1,325 $ 1,201 $ 962

18 unchanged sentences

(the “B+L Separation”).

On May 5, 2022, the registration statement related to the initial public offering of Bausch +Lomb (the “B+L IPO”) was declared effective, and Bausch + Lomb’s common stock began trading on the New York Stock Exchange and the Toronto Stock Exchange, in each case under the ticker symbol “BLCO” on May 6, 2022.

Prior to the effectiveness of the registration statement, Bausch + Lomb was an indirect wholly-owned subsidiary of Bausch Health.

On May 10, 2022, a wholly owned subsidiary of Bausch Health sold 35,000,000 common shares of Bausch + Lomb pursuant to the B+L IPO.

Upon the closing of the B+L IPO and after giving effect to the subsequent partial exercise of the over-allotment option by the underwriters, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88 % of Bausch + Lomb’s outstanding common shares as of December 31, 2024.

The completion of the full B+L Separation, which may be accomplished by the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders (the “Distribution”), the monetization of all or a portion of the Company’s ownership interest in Bausch + Lomb, or a combination thereof, is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals.

As part of this plan, in May 2022, a wholly owned subsidiary of Bausch Health sold common shares of Bausch + Lomb pursuant to an initial public offering of Bausch + Lomb (the “B+L IPO”).

Following the B+L IPO, Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb, which represents approximately 88 % of Bausch + Lomb’s outstanding common shares as of December 31, 2025.

The completion of the full B+L Separation, which may be accomplished by the monetization of all or a portion of the Company’s ownership interest in Bausch + Lomb, the transfer of all or a portion of the Company’s remaining direct or indirect equity interest in Bausch + Lomb to its shareholders, or a combination thereof, is subject to the achievement of targeted debt leverage ratios and the receipt of any applicable shareholder and other necessary approvals.

The Company continues to evaluate all relevant factors and considerations related to completing the B+L Separation, including the Xifaxan ® Generics Litigation (see “Xifaxan ® Paragraph IV Proceedings” of Note 21, “LEGAL PROCEEDINGS”).

1 unchanged sentence

(i) a diversified pharmaceutical company comprised of the Salix, International, Diversified (neurology, dermatology, generic and dentistry pharmaceutical products) and Solta Medical aesthetic medical device businesses and (ii) a fully integrated eye health company which consists of the Bausch + Lomb Vision Care, Surgical and Pharmaceuticals businesses.

Other than the effects of the B+L IPO described above, these audited Consolidated Financial Statements do not include any adjustments to give effect to the B+L Separation.

These audited Consolidated Financial Statements do not include any adjustments to give effect to the B+L Separation.

Use of Estimates

In preparing the Company’s Consolidated Financial Statements, management is required to make estimates and assumptions.

This includes estimates and assumptions regarding the nature, timing and extent of certain global macroeconomic conditions, including, but not limited to, those related to inflation and supply chain, will have on its operations and cash flows.

The estimates and assumptions used by the Company affect the reported amounts of assets and

liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The estimates and assumptions used by the Company affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates made by management include:

2 unchanged sentences

expected future cash flows used in evaluating intangible assets for impairment, assessing compliance with debt covenants and making going concern assessments;

reporting unit fair values for testing goodwill for impairment and allocating goodwill to new reporting unit structures on a relative fair value basis;

acquisition-related contingent consideration liabilities;

reporting unit fair values for testing goodwill for impairment;

acquisition-related contingent consideration

provisions for loss contingencies;

13 unchanged sentences

If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized.

In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to Other expense at the acquisition date and any contingent consideration is not recorded until it becomes probable.

In an asset acquisition, the amount allocated to acquired IPR&D is charged to Other expense, net at the acquisition date and any contingent consideration is not recorded until it becomes probable and reasonably estimable.

Fair Value of Financial Instruments

11 unchanged sentences

dollar and (iii) the credit risk rating for each applicable counterparty.

The net change in fair value of cross-currency swaps is reported as a gain or loss in the Consolidated Statements of Comprehensive Income (Loss) as part of Foreign currency translation adjustment to the extent they are effective, and remain in Accumulated other comprehensive loss until either the sale or complete, or substantially complete, liquidation of the subsidiary.

The net change in fair value of cross-currency swaps is reported as a gain or loss in the Consolidated Statements of Comprehensive Income (Loss) as part of Foreign currency translation adjustment to the extent they are effective, and remain in Accumulated other comprehensive income (loss) until either the sale or complete, or substantially complete liquidation of the subsidiary.

No portion of the cross-currency swaps was ineffective.

4 unchanged sentences

These contracts have not been designated as an accounting hedge, and therefore the net change in their fair value is reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other.

Settlements of the Company’s foreign currency exchange contracts are reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other and reported as operating activities in the Consolidated Statements of Cash Flows.

Settlements of the Company’s foreign currency exchange contracts are

reported as a gain or loss in the Consolidated Statements of Operations as part of Foreign exchange and other and reported as operating activities in the Consolidated Statements of Cash Flows.

Cash and Cash Equivalents

10 unchanged sentences

The Company monitors economic conditions, including volatility associated with international economies, and related impacts on the relevant financial markets and its business, especially in light of sovereign credit issues.

The credit and economic conditions within Algeria, Argentina, Belarus, Brazil, Greece, Iran, Russia, Serbia, South Africa, Turkey, Ukraine and Venezuela have been weak in recent years.

The credit and economic conditions within Algeria, Argentina, Belarus, Brazil, Greece, Iran, Russia, Senegal, Serbia, South Africa, Turkey, Ukraine and Venezuela have been weak in recent years.

These conditions have increased, and may continue to increase the average length of time that it takes to collect on the Company’s trade receivables outstanding in these countries.

1 unchanged sentence

wholesaler customers accounted for approximately 43 % of net trade receivables.

In addition, as of December 31, 2024 and 2023, the Company’s net trade receivable balance from Algeria, Argentina, Belarus, Brazil, Greece, Iran, Russia, Serbia, South Africa, Turkey, Ukraine and Venezuela amounted to approximately $ 144 million in each period, the majority of which is current or less than 90 days past due.

In addition, as of December 31, 2025 and 2024, the Company’s net trade receivable balance from Algeria, Argentina, Belarus, Brazil, Greece, Iran, Russia, Senegal, Serbia, South Africa, Turkey, Ukraine and Venezuela amounted to approximately $ 197 million and $ 144 million, respectively, the majority of which is current or less than 90 days past due.

The portion of the net trade receivable from these countries that is past due more than 90 days amounted to less than $ 1 million as of December 31, 2025, a portion of which is comprised of public hospitals.

10 unchanged sentences

The Company estimates the current expected credit loss on its receivables based on various factors, including historical credit loss experience, customer credit worthiness, value of collaterals (if any), and any relevant current and reasonably supportable future economic factors.

Additionally, the

Company generally estimates the expected credit loss on a pool basis when customers are deemed to have similar risk characteristics.

Additionally, the Company generally estimates the expected credit loss on a pool basis when customers are deemed to have similar risk characteristics.

Trade receivable balances are written off against the allowance when it is deemed probable that the trade receivable will not be collected.

30 unchanged sentences

Product rights/patents 3 - 15 years

Partner relationships 5 - 9 years

Out-licensed technology and other 5 - 10 years

Divestitures of Products

The net proceeds on the divestiture of products and the carrying amount of the related assets is recorded as a gain/loss on sale within Other expense, net.

Any contingent payments that are potentially due to the Company as a result of these divestitures are recorded when realizable.

Partner relationships, technology and other 1 - 9 years

Acquired In-Process Research and Development

The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities.

5 unchanged sentences

The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the expected cash flow streams.

IPR&D acquired through an asset acquisition is expensed.

Impairment of Long-Lived Assets

11 unchanged sentences

In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers the totality of all relevant events or circumstances that affect the fair value or carrying amount of a reporting unit.

An interim goodwill impairment test in advance of the annual impairment assessment may be required if events occur that indicate an impairment might be present.

An interim goodwill impairment test may be required if events occur that indicate an impairment might be present.

For example, a substantial decline in the Company’s market capitalization, changes in reportable segments, unexpected adverse business conditions, economic factors, including rising interest rates and unanticipated competitive activities may signal that an interim impairment test is needed.

6 unchanged sentences

Deferred financing costs associated with revolving credit facility arrangements are included in the balances of Prepaid expenses and other current assets and Other non-current assets in the Consolidated Balance Sheets and are amortized as interest expense over the contractual life of the related revolving credit facility.

The Company accounts for exchanges of debt in accordance with Accounting Standards Codifications 470-60 which has resulted in certain debt being carried at a premium relative to its principal amount as well as a portion of contractual interest cost being recorded as a reduction of that premium rather than as interest expense.

The Company accounts for exchanges of debt in accordance with Accounting Standards Codifications (“ASC”) 470-60 which has resulted in certain debt being carried at a premium relative to its principal amount as well as a portion of contractual interest cost being recorded as a reduction of that premium rather than as interest expense when paid.

Foreign Currency Translation

28 unchanged sentences

The Company is required to make subjective judgments based primarily on its evaluation of current market conditions and trade inventory levels related to the Company’s products.

These judgments include the potential impact of macroeconomic factors on, among other things, unemployment and related changes in customer health insurance levels and government

stimulus bills that focus on ensuring availability and access to lifesaving drugs during a public health crisis.

These judgments include the potential impact of macroeconomic factors on, among other things, unemployment and related changes in customer health insurance levels and government stimulus bills that focus on ensuring availability and access to lifesaving drugs during a public health crisis.

This evaluation may result in an increase or decrease in the experience rate that is applied to current and future sales, or require an adjustment related to past sales, or both.

35 unchanged sentences

Factors that suggest increases in wholesaler inventory levels are temporary include:

(i) recently implemented or announced price increases for certain products, (ii) new product launches or expanded indications for

existing products and (iii) timing of purchases by wholesale customers.

(i) recently implemented or announced price increases for certain products, (ii) new product launches or expanded indications for existing products and (iii) timing of purchases by wholesale customers.

Conversely, factors that suggest increases in wholesaler inventory levels are other-than-temporary include:

10 unchanged sentences

are subject to rebates.

The Company participates in state government-managed Medicaid programs, as well as certain other qualifying federal and state government programs whereby rebates are provided to participating government entities.

Bausch + Lomb participates in state government-managed Medicaid programs, as well as certain other qualifying federal and state government programs whereby rebates are provided to participating government entities.

Medicaid rebates are generally billed 45 days to 270 days after the quarter in which the product is dispensed to the Medicaid participant.

12 unchanged sentences

Management’s estimate for chargebacks may be impacted by a number of factors, but the principal factor relates to the level of inventory in the distribution channel.

In 2025, Bausch Health US, LLC (“BHUS”) ceased participation in two optional Federal drug pricing programs – the Medicaid Drug Rebate Program and the 340B Drug Pricing Program (“340B”).

BHUS provided notice to the Centers for Medicare & Medicaid Services and the Health Resources and Services Administration of the end of its participation in these programs effective September 30, 2025.

Rebate provisions are based on factors such as timing and terms of plans under contract, time to process rebates, product pricing, sales volumes, amount of inventory in the distribution channel and prescription trends.

9 unchanged sentences

and McKesson Specialty.

Under the DSAs, the wholesalers agree to provide services, and the Company pays the contracted DSA distribution service fees for these services based on product volumes.

Under the DSAs, the wholesalers

agree to provide services, and the Company pays the contracted DSA distribution service fees for these services based on product volumes.

Additionally, price appreciation credits are generated when the Company increases a product’s wholesaler acquisition cost (“WAC”) under contracts with certain wholesalers.

2 unchanged sentences

The variable consideration associated with price appreciation credits is reflected in the transaction price of products sold when it is determined to be probable that a significant reversal will not occur.

Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of $ 18 million and $ 11 million for the years 2024 and 2023, respectively.

Included as a reduction of current period provisions for Distribution Fees in the table above are price appreciation credits of $ 18 million for each of the years 2025 and 2024.

Contract Assets and Contract Liabilities

7 unchanged sentences

The Company’s global payment terms are generally between thirty to ninety days .

The Company leases certain facilities, vehicles and equipment principally under multi-year agreements generally having a lease term of one to twenty years , some of which include termination options and options to extend the lease term from one to five years or on a month-to-month basis.

The Company includes options that are reasonably certain to be exercised as part of the lease term.

17 unchanged sentences

Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones.

Milestone payments made to third parties before a product receives regulatory approval, but after the milestone is determined to be probable, are expensed and included in Research and development expenses .

Milestone payments made to third parties before a product receives regulatory approval, but after the milestone is determined to be probable, are expensed and included in

Research and development expenses .

Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

1 unchanged sentence

Legal fees and other costs related to litigation and other legal proceedings or services are expensed as incurred and are included in Selling, general and administrative expenses.

Certain legal costs associated with acquisitions are included in Acquisition-related costs and certain legal costs associated with divestitures, legal settlements and other business development activities are included in Litigation and other matters or Net gain on sale of assets within Other expense (income), net, as appropriate.

Legal costs expensed are reported net of expected insurance recoveries.

15 unchanged sentences

Interest expense is generally expensed as incurred.

The Company accounts for exchanges of debt in accordance with ASC 470 which has resulted in certain debt being carried at a premium relative to its principal amount as well as a portion of contractual interest cost being recorded as a reduction of that premium rather than as interest expense.

Therefore, interest expense recorded in the Company’s consolidated financial statements differs significantly from the contractual interest rates of the debt subject to this accounting treatment.

2 unchanged sentences

Income taxes are accounted for under the liability method.

Deferred tax assets and liabilities are recognized for the temporary differences between the financial statement and income tax bases of assets and liabilities, and for operating

losses and tax credit carryforwards.

Deferred tax assets and liabilities are recognized for the temporary differences between the financial statement and income tax bases of assets and liabilities, and for operating losses and tax credit carryforwards.

A valuation allowance is provided for the portion of deferred tax assets that is more likely than not to remain unrealized.

2 unchanged sentences

The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority, based on the technical merits of the position.

The tax benefits recognized from such position are measured based on the amount for which there is a greater than 50 % likelihood of being realized upon settlement.

The tax benefits recognized from such position are measured based on the amount for which there is a greater than 50 % likelihood

of being realized upon settlement.

Liabilities associated with uncertain tax positions are classified as long-term unless expected to be paid within one year .

Interest and penalties related to uncertain tax positions, if any, are recorded in the provision for income taxes and classified with the related liability on the consolidated balance sheets.

Loss Per Share Attributable to Bausch Health Companies Inc.

Basic loss per share attributable to Bausch Health Companies Inc.

is calculated by dividing Net loss attributable to Bausch Health Companies Inc.

Earnings (loss) per share attributable to Bausch Health Companies Inc.

Basic earnings (loss) per share attributable to Bausch Health Companies Inc.

is calculated by dividing Net income (loss) attributable to Bausch Health Companies Inc.

by the weighted-average number of common shares outstanding during the reporting period.

Diluted loss per share attributable to Bausch Health Companies Inc.

is calculated by dividing Net loss attributable to Bausch Health Companies Inc.

Diluted income (loss) per share attributable to Bausch Health Companies Inc.

is calculated by dividing Net income (loss) attributable to Bausch Health Companies Inc.

by the weighted-average number of common shares outstanding during the reporting period after giving effect to dilutive potential common shares for stock options and RSUs, determined using the treasury stock method.

Comprehensive loss

Comprehensive loss comprises Net loss and Other comprehensive (loss) income.

Other comprehensive (loss) income includes items such as foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale and other investments and certain pension and other postretirement benefit plan adjustments.

Comprehensive income (loss)

Comprehensive income (loss) comprises Net income (loss) and Other comprehensive income (loss).

Other comprehensive income (loss) includes items such as foreign currency translation adjustments, unrealized holding gains and losses on available-for-sale and other investments and certain pension and other postretirement benefit plan adjustments.

Accumulated other comprehensive loss is recorded as a component of shareholders’ equity.

11 unchanged sentences

Recently Issued Accounting Standards, Adopted as of December 31, 2025

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU is effective for the Company’s Annual Report on Form 10-K for the year

ended December 31, 2024, and subsequent interim periods.

The adoption of this guidance expanded the segment disclosures as required by this ASU.

See Note 22, “SEGMENT INFORMATION” for application of this standard.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosures of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies certain other income tax-related disclosures.

ASU 2023-09 is effective beginning with the 2025 annual report for fiscal year ended December 31, 2025 and the Company has adopted ASU 2023-09 on a prospective basis.

See Note 17, “INCOME TAXES” for application of this standard.

Recently Issued Accounting Standards, Not Adopted as of December 31, 2025

I n November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation (Subtopic 220-40):

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

ASU 2025-06 removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendment in ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with

early adoption permitted.

The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method.

The Company is evaluating the impact of adoption on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers, and allows entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.

The guidance is effective January 1, 2026.

The Company has elected the practical expedient and the application of the ASU 2025-05 will not have a material effect on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expense (“ASU 2024-03”), which requires public companies to disclose, in interim and annual reporting periods, additional information about specific expenses in the financial statements.

2 unchanged sentences

The Company is evaluating the impact of adoption on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

The enhanced income tax related disclosures required by ASU 2023-09 are effective for the Company beginning with its 2025 annual report.

The Company is evaluating the impact of adoption of this guidance on its disclosures.

ACQUISITIONS AND LICENSING AGREEMENTS

LICENSING AGREEMENTS AND ACQUISITIONS

Licensing Agreements

6 unchanged sentences

Royalties due are recognized when earned and milestone payments are accrued when each milestone has been achieved and payment is probable and can be reasonably estimated.

2024 Bausch + Lomb Acquisitions

Acquisition of Elios Vision

2025 Acquisitions

Acquisition of Wuhan Shibo Zhenmei Technology Co., Ltd.

During December 2025, the Company, completed the acquisition of Wuhan Shibo Zhenmei Technology Co., Ltd.

(“Shibo Zhenmei”), consisting of the aesthetics distribution business of its full‑service distributor in China, the Shibo Group (the “Shibo Zhenmei Acquisition”).

Through this transaction, the Company assumed full responsibility for the distribution of Solta Medical’s entire product portfolio, including Thermage ® FLX as well as other aesthetic devices, within the Chinese market.

The Shibo Zhenmei Acquisition was accounted for as a business combination under the acquisition method of accounting.

The total estimated aggregate acquisition consideration of approximately $ 87 million is calculated as follows:

(in millions)

Cash consideration paid $ 84

Estimated fair value of contingent consideration 3

Aggregate purchase consideration $ 87

The acquisition includes potential future payments to the sellers contingent upon the achievement of specified post‑acquisition performance conditions and the continued employment of designated key personnel.

These contingent payments may total up to approximately $ 17 million in the aggregate.

Performance‑based milestone payments are linked to the acquired business’s future net sales levels over defined periods, with amounts payable on either an all‑or‑partial achievement basis.

Retention‑based payments are tied to the continued employment of certain key employees through agreed‑upon dates and are recognized as compensation expense over the applicable service period.

The fair value of the contingent consideration associated with the performance-based milestone which was recognized as of the acquisition date was $ 3 million, which was recorded as a non-current liability.

This valuation was determined using Level 3 inputs,

including probability‑weighted assessments of expected outcomes and a risk‑adjusted discount rate (see Note 5, “FAIR VALUE MEASUREMENTS”).

The preliminary allocation of purchase price based on estimated fair values is as follows:

(in millions)

Trade receivables $ 3

Other current assets 1

Intangible assets 43

Inventories 34

Other liabilities ( 16 )

Total identifiable net assets 65

Total fair value of consideration transferred $ 87

The assets acquired and liabilities assumed are included within the Solta Medical Segment.

Goodwill associated with this acquisition is not deductible for income tax purposes.

In connection with the acquisition of Shibo Zhenmei, the Company acquired inventory which it had previously sold to Shibo Zhenmei and expects to sell this reacquired inventory in the first half of 2026.

The fair value of the identifiable intangible assets is determined primarily using the “income approach,” which requires a forecast of the expected future cash flows (including revenue growth rates, cost of goods sold, operating expenses and discount rates).

Customer relationships and other intangible assets related to the Shibo Zhenmei Acquisition have an estimated useful life of 15 months.

The valuation of the assets acquired and liabilities assumed, as part of this acquisition, has not been finalized as of December 31, 2025.

The areas that could be subject to change primarily relate to the valuation of certain identifiable assets.

The Company will finalize these amounts no later than one year from the acquisition date.

The results of operations of Shibo Zhenmei for the period December 1, 2025 through December 31, 2025 were not material to the Company’s Consolidated Financial Statements.

Pro forma financial information has not been presented as the impact is not material to any of the periods presented.

Acquisition of DURECT Corporation

During September 2025, the Company acquired DURECT Corporation (“DURECT”) for total consideration of $ 84 million, including $ 64 million in cash, $ 11 million in assumed liabilities and $ 9 million in transaction costs.

The agreement also includes potential future sales-based milestone payments of up to $ 350 million, subject to certain adjustments.

The transaction was accounted for as an asset acquisition under ASC 805, Business Combinations, as substantially all of the value was attributed to a single in-process research and development asset related to Larsucosterol, a drug candidate for alcohol-associated hepatitis.

Clinical testing for Larsucosterol is ongoing and the drug candidate has not yet received regulatory approval from the U.S.

Food and Drug Administration (“FDA”).

Accordingly, $ 81 million of consideration was allocated to Acquired IPR&D and expensed in accordance with ASC 730, Research and Development, with the remaining $ 3 million of consideration allocated to other assets.

The expense was recorded in Other expense, net in the Consolidated Statements of Operations.

Acquisition of Manufacturing Equipment

During December 2025, Bausch + Lomb, through its affiliates, completed a transaction to acquire certain manufacturing equipment, other assets and the assumption of a manufacturing facility lease in Mexico for an upfront cash payment of approximately $ 75 million and potential future milestone payments of up to $ 35 million.

This acquisition has been accounted for as a business combination under the acquisition method of accounting.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed, as of the acquisition date:

(in millions)

Property, plant and equipment $ 7

Intangible assets 1

Total identifiable assets 8

Total fair value of consideration transferred $ 75

The assets acquired and liabilities assumed are included within Bausch + Lomb’s Surgical business.

Goodwill associated with this acquisition is deductible for income tax purposes.

The valuation of the assets acquired and liabilities assumed, as part of this acquisition, has not been finalized as of December 31, 2025.

Bausch + Lomb will finalize these amounts no later than one year from the acquisition date.

Revenues and operating results associated with this acquisition during the period from December 9, 2025 through December 31, 2025 were not material.

Pro forma revenues and operating results for the years 2025 and 2024 were not material.

Acquisition of Whitecap Biosciences, LLC

During January 2025, Bausch + Lomb, through an affiliate, acquired Whitecap Biosciences, LLC (“Whitecap Biosciences”) for an upfront payment of approximately $ 28 million and potential future milestone and royalty payments.

The acquisition is expected to expand Bausch + Lomb’s clinical-stage pipeline as Whitecap Biosciences is currently developing two innovative therapies for potential use in glaucoma and geographic atrophy.

Bausch + Lomb accounted for the transaction as an asset acquisition and during 2025, expensed the upfront payment of approximately $ 28 million as acquired IPR&D costs, as included within Other expense, net on the Consolidated Statements of Operations.

Other Bausch + Lomb Acquisitions

During November 2025, Bausch + Lomb completed two acquisitions.

These acquisitions have been accounted for as business combinations under the acquisition method of accounting.

The aggregate cash consideration of approximately $ 33 million was allocated to the assets acquired and liabilities assumed and included $ 30 million of goodwill, in the aggregate.

2024 Acquisitions

Acquisition of Elios Vision, Inc.

During December 2024, Bausch + Lomb, through an affiliate, acquired Elios Vision, Inc.

(“Elios Vision”) for (i) a cash payment of approximately $ 99 million and (ii) potential future milestone obligations as discussed below.

(“Elios Vision”) for (i) a cash payment of approximately $ 99 million and (ii) potential future milestone obligations as discussed below (the “Elios Vision Acquisition”).

Elios Vision, a privately held company, is the developer of the ELIOS ® procedure, the first clinically validated, minimally invasive glaucoma surgery procedure using an excimer laser.

This acquisition is expected to bolster Bausch + Lomb’s glaucoma treatment portfolio.

The acquisition of Elios Vision has been accounted for as a business combination under the acquisition method of accounting.

The Elios Vision Acquisition has been accounted for as a business combination under the acquisition method of accounting.

The total aggregate acquisition consideration of approximately $ 188 million is calculated as follows:

7 unchanged sentences

Bausch + Lomb reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the acquisition of Elios Vision, as of the acquisition date:

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the Elios Vision Acquisition, as of the acquisition date:

(in millions)

Intangible assets, net $ 177

Trade receivables, net 2

Inventories, net 4

Property, plant and equipment, net 7

Intangible assets $ 177

Trade receivables 2

Inventories 4

Property, plant and equipment 7

Other non-current assets 1

3 unchanged sentences

Total fair value of consideration transferred $ 188

The intangible assets acquired related to the acquisition of Elios Vision, as well as their fair values and estimated useful life consist of the following:

Intangible assets acquired in the Elios Vision Acquisition consist of the following:

(in millions) Fair Value Estimated Useful Life (In Years)

Acquired in-process research and development intangible asset $ 95 N/A

Acquired IPR&D intangible asset $ 95 N/A

Product brands 63 13

Corporate brands 17 10

Total Intangible assets, net $ 177

Total Intangible assets $ 177

The assets acquired and liabilities assumed are included within Bausch + Lomb’s Surgical business.

1 unchanged sentence

Goodwill associated with the Elios Vision acquisition is not deductible for income tax purposes.

The valuation of the assets acquired and liabilities assumed, as part of the Elios Vision acquisition, has not been finalized as of December 31, 2024.

The areas that could be subject to change primarily relate to income tax matters.

Bausch + Lomb will finalize these amounts no later than one year from the acquisition date.

Revenues and operating results associated with Elios Vision during the period from December 10, 2024 through December 31, 2024 were not material.

4 unchanged sentences

This acquisition is expected to expand Bausch + Lomb’s presence in the dry eye market.

The acquisition of Trukera Medical has been accounted for as a business combination under the acquisition method of accounting.

The acquisition of Trukera Medical was accounted for as a business combination under the acquisition method of accounting.

As of the acquisition date (July 19, 2024), Bausch + Lomb allocated the aggregate purchase consideration of approximately $ 24 million based on estimated fair values, which included recording $ 16 million of identifiable intangible assets, $ 6 million of other net assets and $ 2 million of goodwill.

The intangible assets acquired related to the acquisition of Trukera Medical, as well as their fair values and estimated useful life consist of the following:

(in millions) Fair Value Estimated Useful Life (In Years)

(in millions) Fair Value Estimated Useful

Life (In Years)

Product Brand $ 14 10

Customer Relationships 2 7

Total Intangible assets, net $ 16

Total Intangible assets $ 16

The assets acquired and liabilities assumed are included within Bausch + Lomb’s Surgical business.

1 unchanged sentence

Pro-forma revenues and operating results for 2024 and 2023 were not material.

2023 Bausch + Lomb Acquisitions

2023 Acquisitions

Acquisition of XIIDRA ®

4 unchanged sentences

The assets acquired and liabilities assumed are included within Bausch + Lomb’s Pharmaceuticals business.

The XIIDRA Acquisition has been accounted for as a business combination under the acquisition method of accounting.

The XIIDRA Acquisition was accounted for as a business combination under the acquisition method of accounting.

The estimated aggregate acquisition consideration of approximately $ 1,753 million is calculated as follows:

3 unchanged sentences

Aggregate purchase consideration $ 1,753

The upfront cash payment of $ 1,750 million was paid on September 29, 2023, using the proceeds received from the issuance of the B+L October 2028 Secured Notes and the establishment of the B+L September 2028 Term Facility, each as defined and further discussed in Note 10, “FINANCING ARRANGEMENTS”.

The upfront cash payment of $ 1,750 million was paid in September 2023, using the proceeds received from the issuance of the B+L October 2028 Senior Secured Notes and the establishment of the B+L September 2028 Term Loan B Facility, each as defined and further discussed in Note 10, “FINANCING ARRANGEMENTS”.

Contingent consideration included as part of the consideration relates to potential future milestone obligations of up to $ 750 million, including:

4 unchanged sentences

(in millions)

Intangible assets, net $ 1,600

Intangible assets $ 1,600

Prepaid expenses and other current assets 162

9 unchanged sentences

Product brand $ 1,595 8.75

Acquired in-process research and development intangible asset 5 N/A

Acquired IPR&D intangible asset 5 N/A

Total Intangible assets, net $ 1,600

11 unchanged sentences

Pro Forma Financial Information

The following table presents the unaudited pro forma combined results of the Company and the acquired assets for the years ended December 31, 2023 and 2022 as if the XIIDRA Acquisition, and the related financing, had occurred on January 1, 2022:

The following table presents the unaudited pro forma combined results of the Company and the acquired assets for the year ended December 31, 2023, as if the XIIDRA Acquisition, and the related financing, had occurred on January 1, 2022:

(in millions) 2023

2 unchanged sentences

Net loss attributable to Bausch Health Companies Inc.

$ ( 762 ) $ ( 498 )

The unaudited pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and the acquired assets.

1 unchanged sentence

Included in the Consolidated Statements of Operations for 2023 are:

(i) acquisition-related transaction costs, included within Other expense, net, of $ 20 million, which are directly related to the XIIDRA Acquisition, and include expenditures for representation and warranty insurance premiums, legal, valuation, accounting and other similar professional services and (ii) acquisition-related financing costs, included within Interest expense, of $ 16 million, which are directly related to the XIIDRA Acquisition, and include expenditures for certain upfront financing commitment costs related to debt financing commitments in place prior to the XIIDRA Acquisition, the issuance of the B+L October 2028 Secured Notes and the establishment of the B+L September 2028 Term Facility, each as defined and further discussed in Note 10, “FINANCING ARRANGEMENTS”.

These acquisition-related transaction and financing costs are reflected in pro forma Net loss attributable to Bausch Health Companies Inc., in the table above, for 2022.

the establishment of the B+L September 2028 Term Loan B Facility, each as defined and further discussed in Note 10, “FINANCING ARRANGEMENTS”.

The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been, had the XIIDRA Acquisition been completed on January 1, 2022.

1 unchanged sentence

Acquisition of Blink ® Product Line

On July 6, 2023, Bausch + Lomb announced that it had consummated a transaction with Johnson & Johnson Vision, pursuant to which Bausch + Lomb, through an affiliate, acquired the Blink ® product line of eye and contact lens drops, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops and Blink-N-Clean ® Lens Drops.

During July 2023, Bausch + Lomb announced that it had consummated a transaction with Johnson & Johnson Vision, pursuant to which Bausch + Lomb, through an affiliate, acquired the Blink ® product line of eye and contact lens drops, which consists of Blink ® Tears Lubricating Eye Drops, Blink ® Tears Preservative Free Lubricating Eye Drops, Blink GelTears ® Lubricating Eye Drops, Blink ® Triple Care Lubricating Eye Drops, Blink Contacts ® Lubricating Eye Drops and Blink-N-Clean ® Lens Drops.

This acquisition was made by Bausch + Lomb to continue to grow its global OTC business.

4 unchanged sentences

The intangible assets acquired and estimated useful lives consist of the following:

(in millions) Estimated Useful

(in millions) Fair Value Estimated Useful

Life (In Years)

2 unchanged sentences

Technology and other 6 9

Total Intangible assets, net $ 91

Acquisition of AcuFocus

On January 17, 2023, Bausch + Lomb acquired AcuFocus, Inc., an ophthalmic medical device company, for an upfront payment of $ 35 million, $ 31 million of which was paid in January 2023, with the remaining purchase price paid during the 18 months following the date of the transaction .

The acquisition was made to acquire certain small aperture intraocular technology for the treatment of certain cataract conditions.

Total Intangible assets $ 91

Acquisition of AcuFocus, Inc.

During January 2023, Bausch + Lomb acquired AcuFocus, Inc., an ophthalmic medical device company, for an upfront payment of $ 35 million, $ 31 million of which was paid in January 2023, with the remaining purchase price paid during the 18 months following the date of the transaction .

The acquisition of AcuFocus, Inc.

was made to acquire certain small aperture intraocular technology for the treatment of certain cataract conditions.

Additional contingent payments may be payable upon achievement of future sales milestones.

Bausch + Lomb recorded an initial acquisition-related contingent consideration liability of approximately $ 5 million.

As a result of this transaction, recorded within the Consolidated Balance Sheets are Intangibles, net of $ 28 million, Goodwill of $ 8 million, other assets of $ 9 million and liabilities of $ 6 million.

Acquisition of Total Titanium

On December 12, 2022, Bausch + Lomb acquired Total Titanium, Inc., a privately held ophthalmic microsurgical instrument and machined parts manufacturing company.

The transaction was completed to assist in driving revenue growth as well as increasing manufacturing capacity.

The fair value of the acquisition has been accounted for as a business combination.

Refer to Note 21, “COMMITMENTS AND CONTINGENCIES” for further detail regarding potential future milestone payments related to previously entered transactions and agreements.

As a result of these transactions, recorded within the Consolidated Balance Sheet are Trade receivables, net of $ 1 million, Inventories, net of $ 1 million, Property, plant and equipment of $ 2 million, Intangibles, net of $ 43 million, Goodwill of $ 5 million and Deferred tax liabilities, net of $ 11 million.

Acquisition of Paragon BioTeck, Inc.

On November 21, 2022, Bausch + Lomb acquired Paragon BioTeck, Inc., an eye-care focused drug development company, having a primary emphasis on the early detection of ocular diseases.

The acquisition of Paragon Bioteck has been accounted for as an asset acquisition.

The primary assets in the transaction, the trademarks, represented substantially all of the fair value of the gross assets acquired.

There are no future sales milestones associated with this transaction.

2025 Bausch + Lomb Acquisition

Acquisition of Whitecap Biosciences

During January 2025, Bausch + Lomb, through its affiliate, acquired Whitecap Biosciences, LLC, (“Whitecap Biosciences”) for an upfront payment of approximately $ 28 million and potential future milestone and royalty payments.

As this transaction closed during January 2025, the Company is still finalizing the valuation and related purchase accounting.

RESTRUCTURING, INTEGRATION, SEPARATION AND IPO COSTS

As a result of this transaction, recorded within the Consolidated Balance Sheets are Intangible assets of $ 28 million, Goodwill of $ 2 million, other assets of $ 11 million and liabilities of $ 2 million.

RESTRUCTURING, INTEGRATION AND SEPARATION COSTS

Restructuring and integration costs

2 unchanged sentences

(i) reducing headcount, (ii) eliminating real estate costs associated with unused or under-utilized facilities and (iii) implementing contribution margin improvement and other cost reduction initiatives.

The Company incurred $ 29 million, $ 58 million and $ 30 million of restructuring and integration-related costs during 2024, 2023 and 2022, respectively.

Separation costs, Separation-related costs, IPO Costs and IPO-related Costs

The Company incurred $ 77 million, $ 29 million and $ 58 million of restructuring and integration-related costs during 2025, 2024 and 2023, respectively, which primarily consist of employee severance costs.

Separation costs and Separation-related Costs

The Company has incurred, and will incur, costs associated with activities relating to the B+L Separation.

During 2022, the Company incurred costs associated with activities relating to the Solta IPO, which was suspended in June 2022.

These B+L Separation and Solta IPO activities include:

(i) separating the Bausch + Lomb and Solta Medical businesses from the remainder of the Company, (ii) completing the B+L IPO and preparing for the suspended Solta IPO and (iii) the actions necessary for Bausch + Lomb to become an independent publicly traded entity.

Separation and IPO costs are incremental costs directly related to the B+L Separation and the suspended Solta IPO and include, but are not limited to:

(i) legal, audit and advisory fees, (ii) talent acquisition costs and (iii) costs associated with establishing a new board of directors and related board committees for Bausch + Lomb.

Separation costs included in Restructuring, integration, separation and IPO

costs for 2024 and 2023 are not material.

Separation and IPO costs included in Restructuring, integration, separation and IPO costs for 2022 were $ 33 million.

These B+L Separation activities include separating the Bausch + Lomb business from the remainder of the Company.

Separation costs are incremental costs directly related to the B+L Separation and include, but are not limited to legal, audit and advisory fees.

Separation costs included in Restructuring, integration and separation costs for 2025, 2024 and 2023 are not material.

The Company has incurred, and expects to continue to incur, incremental costs with respect to the B+L Separation.

These separation-related costs include, but are not limited to, rebranding costs, advisory fees and costs associated with facility relocation and/or modification.

Included in Selling, general and administrative for 2024 and 2023 are Separation-related costs of $ 13 million and $ 22 million, respectively, and for 2022, Separation-related and IPO-related costs of $ 94 million.

These separation-related costs include, but are not limited to, rebranding costs, advisory fees and costs associated with facility

relocation and/or modification.

Included in Selling, general and administrative for 2025, 2024 and 2023 are Separation-related costs of $ 7 million, $ 20 million and $ 22 million, respectively.

The extent and timing of future charges and costs to complete the B+L Separation cannot be reasonably estimated at this time and could be material.

11 unchanged sentences

Restricted cash $ 16 $ 16 $ — $ — $ 20 $ 20 $ — $ —

Cross-currency swaps $ 5 $ — $ 5 $ — $ 6 $ — $ 6 $ —

Foreign currency exchange contracts $ 1 $ — $ 1 $ — $ 10 $ — $ 10 $ —

7 unchanged sentences

Cross-currency Swaps

In 2022, Bausch + Lomb entered into cross-currency swaps, with aggregate notional amounts of $ 1,000 million, to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements from fluctuation in exchange rates.

Bausch + Lomb enters into cross-currency swaps to mitigate fluctuation in the value of a portion of its euro-denominated net investment in its consolidated financial statements from fluctuation in exchange rates.

The euro-denominated net investment being hedged is Bausch + Lomb’s investment in certain Bausch + Lomb euro-denominated subsidiaries.

The assets and liabilities associated with the Company’s cross-currency swaps as included in the Consolidated Balance Sheets as of December 31, 2024 and 2023 are as follows:

As of December 31, 2025, these swaps had an aggregate notional value of $ 1,000 million.

The assets and liabilities associated with the Bausch + Lomb’s cross-currency swaps as included in the Consolidated Balance Sheets as of December 31, 2025 and 2024 are as follows:

(in millions) 2025 2024

2 unchanged sentences

Net fair value $ ( 153 ) $ ( 34 )

The following table presents the effect of hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss for 2024 and 2023:

The following table presents the effect of hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for 2025 and 2024:

(in millions) 2025 2024

Gain (loss) recognized in Other comprehensive loss $ 50 $ ( 45 )

(Loss) gain recognized in Other comprehensive income (loss) $ ( 118 ) $ 50

Gain excluded from assessment of hedge effectiveness $ 10 $ 13

1 unchanged sentence

No portion of the cross-currency swaps were ineffective for 2025 and 2024.

For each of the years 2024 and 2023, the Company received $ 13 million in interest settlements, which are reported as Investing activities in the Consolidated Statements of Cash Flows.

For 2025 and 2024, the Company received $ 12 million and $ 13 million, respectively, in interest settlements, which are reported as Investing activities in the Consolidated Statements of Cash Flows.

Foreign Currency Exchange Contracts

8 unchanged sentences

(in millions) 2025 2024

Gain (loss) related to changes in fair value $ 8 $ ( 5 )

Gain related to settlements $ 2 $ 6

(Loss) gain related to changes in fair value

(Loss) gain related to settlements

Acquisition-related Contingent Consideration Obligations

60 unchanged sentences

The undiscounted cash flow model relies on assumptions regarding revenue growth rates, gross profit, selling, general and administrative expenses and research and development expenses.

Asset impairments in 2024 were $ 24 million, and primarily related to lower forecasted sales and the discontinuance of certain product brands.

Asset impairments in 2025 and 2024 were $ 5 million and $ 24 million, respectively, and primarily related to lower forecasted sales and the discontinuance of certain product brands.

Asset impairments in 2023 were $ 54 million, and primarily related to:

(i) $ 37 million related to the Company’s Uceris ® Foam product, as discussed below, (ii) $ 8 million, in aggregate, attributable to certain trade names no longer in use and (iii) $ 9 million related to the discontinuance of certain product lines.

In the second quarter of 2023, the U.S.

Food and Drug Administration (“FDA”) approved an Abbreviated New Drug Application (“ANDA”) submitted by a competitor for a budesonide (a steroid (cortisone-like) medicine) foam to help treat mild to moderate active ulcerative colitis.

This product, which began to be sold by the competitor in the three months ended June 30, 2023, is a generic version of the Company’s Uceris ® Foam product.

In the second quarter of 2023, the FDA approved an Abbreviated New Drug Application (“ANDA”) submitted by a competitor for a budesonide (a steroid (cortisone-like) medicine) foam to help treat mild to moderate active ulcerative colitis.

This product, which began to be sold by the competitor in the second quarter of 2023, is a generic version of the Company’s Uceris ® Foam product.

During the second quarter of 2023, the Company revised its long-term outlook for the Uceris ® Foam product to reflect the entrant of this, and potentially other, generic competitors.

1 unchanged sentence

The Uceris ® Foam product related intangible assets had no remaining carrying value as of December 31, 2023.

Asset impairments in 2022 were $ 15 million and included:

(i) impairments of $ 10 million, in aggregate, due to decreases in forecasted sales of certain product lines and (ii) impairments of $ 5 million, in aggregate, related to the discontinuance of certain product lines.

Xifaxan ® intangible assets had a carrying value of $ 1,077 million and an estimated remaining useful life of 24 months as of December 31, 2025.

The Company has filed lawsuits against third-party generic manufacturers that have sent the Company Notices of Paragraph IV Certification for Xifaxan ® .

See “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” for details of the Norwich Legal Decision and the Xifaxan ® Generics Litigation.

The Xifaxan ® intangible assets were quantitatively tested for potential impairment during the third quarter of 2022.

This assessment resulted in no impairment of the carrying value of the Xifaxan ® finite-lived intangible assets as of September 30, 2022.

As part of that assessment, the Company also determined that no change to the remaining useful lives of its Xifaxan ® finite-lived intangible assets was required.

During the period September 30, 2022 through December 31, 2024.

there were no material adverse changes to the facts and circumstances of the Xifaxan ® Generics Litigation or to actual or expected business performance for Xifaxan ® .

Based on these factors, no impairment to the carrying value of the Xifaxan ®

finite-lived intangible assets was identified as of December 31, 2024.

See “Xifaxan ® Paragraph IV Proceedings” of Note 21, “LEGAL PROCEEDINGS”.

It is possible that the Xifaxan ® Generics Litigation and other potential future developments:

3 unchanged sentences

Periodically, the Company’s products face the expiration of their patent or regulatory exclusivity.

The Company anticipates that product sales for such product would decrease shortly following a loss of exclusivity (“LOE”), due to the possible entry of a generic competitor.

The Company anticipates that product sales for such products would decrease shortly following a loss of exclusivity (“LOE”), due to the possible entry of a generic competitor.

Where the Company has the rights, it may elect to launch an authorized generic of such product (either as the Company’s own branded generic or through a third-party).

10 unchanged sentences

Additions — — — — 29 29

Impairment — — — ( 493 ) — ( 493 )

Foreign exchange and other — ( 70 ) — 26 ( 81 ) ( 125 )

2 unchanged sentences

Additions — — 22 — 97 119

Impairment ( 145 ) ( 145 )

Goodwill reclassified to assets held for sale — ( 4 ) — — — ( 4 )

Foreign exchange and other — 109 — ( 33 ) 138 214

9 unchanged sentences

To estimate fair value, the Company discounts the forecasted cash flows of each reporting unit.

The discount rate the Company uses represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its

reporting unit operations and the rate of return a market participant would expect to earn.

The discount rate the Company uses represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn.

The quantitative fair value test is performed utilizing long-term growth rates and discount rates applied to the estimated cash flows in estimation of fair value.

2 unchanged sentences

Revenue growth rates inherent in these forecasts are based on input from internal and external market research that compare factors such as growth in global economies, recent industry trends and product life-cycles.

Macroeconomic factors such as changes in economies, changes in the competitive landscape including the unexpected loss of exclusivity to the Company’s product portfolio, changes in government legislation, product life-cycles, industry consolidations and other changes beyond the Company’s control could have a positive or negative impact on achieving its targets.

Accordingly, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future and such charges could be material.

First Quarter 2022 - Realignment of Segments

Commencing in the first quarter of 2022, the Company began operating in the following reportable segments:

(i) Salix, (ii) International, (iii) Solta Medical, (iv) Diversified and (v) Bausch + Lomb.

The Salix segment consists of the Salix reporting unit.

The International segment consists of the International reporting unit.

The Solta Medical segment consists of the Solta reporting unit.

The Diversified segment consists of the:

(i) Neurology, (ii) Generics, (iii) Dermatology and (iv) Dentistry reporting units.

The Bausch + Lomb segment consists of the:

(i) Vision Care, (ii) Pharmaceuticals and (iii) Surgical reporting units.

March 31, 2022 Interim Assessment

During the three months ended March 31, 2022, macroeconomic factors had impacted interest rates and the U.S.

inflation rate was higher than previously expected.

Given the limited headroom of the Dermatology reporting unit as calculated on October 1, 2021, the Company believed that these facts and circumstances suggested the fair value of the Dermatology reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The quantitative fair value test utilized the Company’s most recent cash flow projections as revised in the first quarter of 2022 which reflected current market conditions and current trends in business performance.

The quantitative fair value test utilized a long-term growth rate of 1 % and a discount rate of 9 %.

The discount rate contemplated changes in the current macroeconomic conditions noting certain inputs such as the risk-free rate increased over the three months ended March 31, 2022, and was offset by decreases in other reporting unit specific risks during the same period.

Based on the quantitative fair value test, the fair value of the Dermatology reporting unit was less than 2 % greater than its carrying value and as a result there was no impairment to the goodwill of the reporting unit.

June 30, 2022 Interim Assessment

During the three months ended June 30, 2022, increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S.

and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit as of March 31, 2022.

Given the limited headroom of the Dermatology reporting unit as calculated on March 31, 2022, the Company believed that these facts and circumstances suggested the fair value of the Dermatology reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The quantitative fair value test utilized the Company’s most recent cash flow projections for the Dermatology reporting unit as revised in the second quarter of 2022 which reflected current market conditions and current trends in business performance.

The Company’s discounted cash flow model for the Dermatology reporting unit included a range of potential outcomes for, among other matters, macroeconomic factors such as higher than expected inflation for many commodities, volatility in many of the equity markets and pressures on market interest rates.

The quantitative fair value test utilized a long-term growth rate of 1.0 % and a discount rate of 10.0 %.

The discount rate had increased 1.0 % since the assessment performed as of March 31, 2022, as a result of changes in macroeconomic conditions, including an increase in the risk-free rate during the three months ended June 30, 2022.

Based on the quantitative fair value test, the carrying value of the Dermatology reporting unit exceeded its fair value as of June 30, 2022, and the Company recognized a goodwill impairment of $ 83 million.

Bausch + Lomb Reporting Units

During the period May 6, 2022 (the date Bausch + Lomb’s stock began trading publicly) through June 30, 2022, equity and bond markets were negatively impacted by various macroeconomic and geopolitical factors including, but not limited to:

rising inflation rates in the U.S.

and abroad, uncertainties created by the Russia-Ukraine conflict, interest rate volatility, COVID-19 related lockdowns and supply issues.

The equity markets negatively impacted the market price for Bausch + Lomb’s common stock which as of June 30, 2022 was trading below its IPO offering price.

The Company believed that these facts and circumstances suggest the fair value of the three reporting units of the Bausch + Lomb segment could be less than their respective carrying amounts.

Therefore, separate quantitative fair value tests were performed for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment.

The quantitative fair value tests utilized the Company’s most recent cash flow projections for each of its reporting units as revised in the second quarter of 2022 which reflected current market conditions and current trends in business performance.

The quantitative fair value tests utilized long-term growth rates of 2.0 % and 3.0 % and discount rates of 9.0 % and 11.5 %.

After completing the testing, the fair value of each of these reporting units exceeded their respective carrying values by more than 25 %, and, therefore, there was no impairment to goodwill.

September 30, 2022 Interim Assessment

During the third quarter of 2022, the Company continued to monitor the market conditions impacting the Dermatology reporting unit.

Continued increases in interest rates and, to a lesser extent, higher than expected inflation in the U.S.

and other macroeconomic factors impacted key assumptions used to value the Dermatology reporting unit at June 30, 2022.

Based on the impairment of goodwill recognized in the second quarter of 2022 for the Dermatology reporting unit, the reporting unit had no headroom as calculated on June 30, 2022, and as such, the Company believed that these facts and circumstances suggested the fair value of the Dermatology reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The quantitative fair value test utilized the Company’s most recent cash flow projections for the Dermatology reporting unit as revised in the third quarter of 2022 which reflected current market conditions and current trends in business performance.

The Company’s discounted cash flow model for the Dermatology reporting unit included, among other matters, volatility in many of the equity markets and pressures on market interest rates and macroeconomic factors such as changes in inflation for many commodities.

The quantitative fair value test utilized a long-term growth rate of 1.0 % and the discount rate increased from 10.0 % at June 30, 2022 to 10.5 % at September 30, 2022, which reflected the increases in market interest rates.

Based on the quantitative fair value test, the carrying value of the Dermatology reporting unit exceeded its fair value at September 30, 2022, and the Company recognized a goodwill impairment of $ 119 million for the three months ended September 30, 2022.

As of September 30, 2022, the Dermatology reporting unit had remaining goodwill of $ 480 million.

The Company has filed lawsuits against third-party generic manufacturers that have sent the Company Notices of Paragraph IV Certification for Xifaxan ® .

See “Xifaxan ® Paragraph IV Proceedings” of Note 20, “LEGAL PROCEEDINGS” for details of the Norwich Legal Decision and Xifaxan ® Generics Litigation.

Xifaxan ® revenues currently represent approximately 85 % of the Salix reporting unit’s revenue.

The ultimate outcome of the Norwich Legal Decision and other potential future related developments, including a competitor’s ability to launch a successful generic version to Xifaxan ® , could impact the timing and extent of future revenues and cash flows associated with Xifaxan ® .

As such, the Company believed that this uncertainty of the possible outcomes of the Norwich Legal Decision and the potential impact on Xifaxan ® revenues were indicators that the Salix reporting unit’s fair value could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The Company performed its quantitative fair value test using a probability-weighted discounted cash flow analysis, with a base case representing the Company’s most recent cash flow projections as revised in the third quarter of 2022, as well as different scenarios representing a range of different outcomes which address, among other things, the range of possible outcomes of the Norwich Legal Decision and the timing of when a competitor or competitors could be able to successfully launch a generic version of Xifaxan ® , if they are able to launch one at all.

The forecasted cash flows under each set of outcomes were discounted utilizing a long-term growth rate of 2.5 % and discount rates of 9.75 % and 10.0 %.

The Company assigned a probability weighting to each scenario reflecting its best estimate of likelihood of the outcome resulting in each scenario, and calculated a weighted average of the valuations derived from the discounted cash flows under each scenario using this probability weighting.

As of September 30, 2022, the carrying value of the Salix reporting unit was less than its fair value as determined by the Company’s probability-weighted discount valuation model and therefore no impairment was recorded as of September 30, 2022.

However, as the Company’s probability-weighted discount valuation included certain scenarios under which the Company does not retain market exclusivity for Xifaxan ® through January 2028, these probability-weighted fair values of the Salix reporting unit exceeded its carrying value by less than 5.0 %.

During the interim periods of 2022, no events occurred, or circumstances changed during the period October 1, 2021 (the date of the last annual impairment test) through September 30, 2022, that indicated that the fair value of any reporting unit, other than the Dermatology reporting unit, the Salix reporting unit and the reporting units of the Bausch + Lomb segment, might be below their respective carrying values.

2022 Annual Impairment Test

The Company’s annual goodwill impairment test as of October 1, 2022, included performing separate quantitative fair value tests for the Neurology reporting unit and the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment.

For its remaining reporting units, the Company conducted its annual goodwill impairment test as of October 1, 2022, by first assessing qualitative factors.

Based on its qualitative assessment as of October 1, 2022, management believed that, it was more likely than not that the carrying amounts of its remaining reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for those reporting units was not required.

The Neurology reporting unit operates in the United States, where shifting market dynamics, including changes in payer demands, health care legislation, and other regulations contribute to increasing pressure for the reduction of healthcare costs, through both pricing of pharmaceutical products and/or directing patients to lower cost unbranded generic products.

The nature of the Neurology reporting unit’s product portfolio, which includes branded generic pharmaceuticals, is by its nature impacted by these changing market dynamics.

As a result, the Company took steps to:

(i) reassess its pricing strategies, (ii) re-evaluate its marketing and promotional efforts and (iii) reduce its cost structure, and has revised its long-term forecasts for the Neurology reporting unit to reflect these developments.

The quantitative fair value test for the Neurology reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2022 to reflect current market conditions and current trends in business performance.

The quantitative assessment utilized a long-term growth rate of - 2.5 % and a discount rate of 10.25 % in the estimation of the reporting unit’s fair value.

As a result of the revisions to its long-term expectations for these and other factors, goodwill for the Neurology reporting unit was impaired during the Company’s most recent annual impairment test reflecting its best estimate at that time of the outlook and risks of this business.

Based on the quantitative fair value test, the carrying value of the Neurology reporting unit exceeded its fair value as of October 1, 2022, and the Company recognized a goodwill impairment of $ 622 million.

As of December 31, 2022, the Neurology reporting unit had remaining goodwill of $ 1,439 million.

Bausch + Lomb Reporting Units

The quantitative fair value test for the Vision Care, Surgical and Pharmaceuticals reporting units of the Bausch + Lomb segment utilized the most recent cash flow projections for each of the reporting units as revised in the fourth quarter of 2022 which reflected current market conditions and current trends in business performance.

The quantitative assessment utilized long-term growth rates of 2.0 % and 3.0 % and discount rates of 9.50 % and 12.25 %, in estimation of the fair value of the reporting units.

After completing the testing, the fair value of each of these reporting units exceeded its respective carrying value by more than 25.0 %, and, therefore, there was no impairment to goodwill.

December 31, 2022

During the period October 1, 2022 through December 31, 2022, the Company continued to monitor the market conditions and trends in business performance for all its reporting units, particularly as they pertain to the Dermatology and Salix reporting units, and determined that, no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.

As a result of the impairment of goodwill in the third quarter of 2022, the Dermatology reporting unit had no headroom on September 30, 2022, and as such, the Company continued to monitor the market conditions impacting the Dermatology reporting unit during the period October 1, 2022 through December 31, 2022.

During the fourth quarter of 2022, the Company evaluated the reporting unit’s performance as well as its revised long-term forecasts in light of current market conditions, current trends in business performance and the expected impacts of management’s latest business strategies.

This evaluation supported management’s previous expectations for long-term business performance.

Additionally, based on corporate bond rates as of December 31, 2022, the Company concluded that discount rates would not have increased during the fourth quarter as compared to the discount rate used in determining the fair value of the reporting unit as of September 30, 2022.

Based on these factors, management concluded that it was more likely than not that the carrying value of its Dermatology reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required during the quarter ended December 31, 2022.

Based on the quantitative fair value testing performed in the third quarter of 2022, the Salix reporting unit had limited headroom as of September 30, 2022, and as such, the Company continued to monitor the potential impacts of changes in the Norwich Legal Decision and market conditions on the valuation of the Salix reporting unit during the period October 1, 2022 through December 31, 2022.

Through December 31, 2022, there were no material changes in the facts and circumstances of the Norwich Legal Decision, including management’s assessment as to a competitor’s ability to launch a successful generic version to Xifaxan ® prior to January 2028, if they are able to launch one at all.

The Company also evaluated the reporting unit’s performance in the fourth quarter as well as its revised long-term forecasts in light of current market conditions, current trends in business performance and the expected impacts of management’s latest business strategies.

This evaluation supported management’s previous expectations for long-term business performance.

Additionally, based on corporate bond rates as of December 31, 2022, the Company concluded that discount rates would not have increased during the fourth quarter as compared to the discount rates used in determining the fair value of the reporting unit as of September 30, 2022.

Based on these factors, management concluded that it was more likely than not that the carrying value of its Salix reporting unit was less than its fair value and therefore, concluded a quantitative assessment was not required during the quarter ended December 31, 2022.

2023 Interim Assessment

6 unchanged sentences

As of September 30, 2023, the Dermatology reporting unit had remaining goodwill of $ 329 million.

Through the nine months ended September 30, 2023, the Neurology reporting unit performed largely in line with the forecast used in its last quantitative fair value test (October 1, 2022).

Through the nine months ended September 30, 2023, the Neuroscience (formerly Neurology) reporting unit performed largely in line with the forecast used in its last quantitative fair value test (October 1, 2022).

During the third quarter of 2023, as a result of actions taken by management in response to changing market dynamics driven by recent legislation, changes to the future expected commercial insurance coverage for certain key products, and a projected shift in the channels of business, the Company’s preliminary assessment of future business performance indicated that the reporting unit’s future financial results were expected to be below the assumptions used in the last quantitative fair value test.

After considering the limited headroom as a result of the impairment to goodwill of the Neurology reporting unit when last tested (October 1, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three

months ended September 30, 2023, suggested that the fair value of the Neurology reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The quantitative fair value test for the Neurology reporting unit utilized the most recent cash flow projections for the Neurology reporting unit as revised in the third quarter of 2023 to reflect current market conditions and current trends in business performance.

After considering the limited headroom as a result of the impairment to goodwill of the Neuroscience reporting unit when last tested (October 1, 2022), the Company determined that these changes in facts and circumstances, as well as increases in market interest rates during the three months ended September 30, 2023, suggested that the fair value of the Neuroscience reporting unit could be less than its carrying amount, and therefore a quantitative fair value test was performed for the reporting unit.

The quantitative fair value test for the Neuroscience reporting unit utilized the most recent cash flow projections for the Neuroscience reporting unit as revised in the third quarter of 2023 to reflect current market conditions and current trends in business performance.

The quantitative assessment utilized a long-term growth rate of - 2.5 % and a discount rate of 10.50 %.

Based on the quantitative fair value test, the carrying value of the Neurology reporting unit exceeded its fair value at September 30, 2023, and the Company recognized a goodwill impairment of $ 251 million for the three months ended September 30, 2023.

As of September 30, 2023, the Neurology reporting unit had remaining goodwill of $ 1,192 million.

Based on the quantitative fair value test, the carrying value of the Neuroscience reporting unit exceeded its fair value at September 30, 2023, and the Company recognized a goodwill impairment of $ 251 million for the three months ended September 30, 2023.

As of September 30, 2023, the Neuroscience reporting unit had remaining goodwill of $ 1,192 million.

During 2024, no facts or circumstances were identified which would indicate that additional fair value quantitative testing was necessary.

17 unchanged sentences

After completing the testing, the fair value of each of these reporting units exceeded its respective carrying value by more than 25 %, and, therefore, there was no impairment to goodwill.

December 31, 2023

During the period October 1, 2023 through December 31, 2023, the Company continued to monitor the market conditions and trends in business performance for all its reporting units, particularly as they pertain to the Dermatology, Neurology and Generics reporting units, and determined that, no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.

2024 Interim Impairment Testing

2 unchanged sentences

The Company performed its annual goodwill impairment test as of October 1, 2024.

Given the current market conditions and trends in business performance of the Generics and Dermatology reporting units and there being no headroom resulting from the previous quantitative assessments for these reporting units, the Company elected to perform separate quantitative fair value tests.

Given the market conditions and trends in business performance of the Generics and Dermatology reporting units and there being no headroom resulting from the previous quantitative assessments for these reporting units, the Company elected to perform separate quantitative fair value tests.

For the Company’s remaining reporting units, the Company conducted its annual goodwill impairment test as of October 1, 2024, by first assessing qualitative factors.

Based on its qualitative assessment as of October 1, 2024, management believed that, it was more likely than not that the carrying amounts of its remaining reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for the remaining reporting units was not required.

The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance.

The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect existing market conditions and trends in business performance.

The quantitative assessment utilized a long-term growth rate of 1.0 % and a discount rate of 8.50 % in the estimation of the reporting unit’s fair value.

1 unchanged sentence

As of December 31, 2024, the Generics reporting unit had remaining goodwill of $ 227 million.

The quantitative fair value test for the Dermatology reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect current market conditions and current trends in business performance.

The quantitative fair value test for the Dermatology reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2024 to reflect existing market conditions and trends in business performance.

The quantitative assessment utilized a long-term growth rate of 0 % and a discount rate of 9.50 % in the estimation of the reporting unit’s fair value.

3 unchanged sentences

During the period October 1, 2024 through December 31, 2024, the Company continued to monitor the market conditions and trends in business performance for all its reporting units and determined that no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.

June 30, 2025 Interim Assessment

As part of its interim goodwill impairment assessment, the Company considered among other matters, the decline in the market capitalization of Bausch + Lomb during the period October 1, 2024 through June 30, 2025.

This decline was primarily in response to the overall volatility within the global equity markets.

However, at June 30, 2025, after considering the length and lack of recovery from this decline in market capitalization, in comparison to the performance of the overall equity markets was sufficient to suggest that the decline in market capitalization could be an indicator that the fair value of a reporting unit or units of its Bausch + Lomb segment could be less than their carrying amounts.

The quantitative fair value tests utilized Bausch + Lomb’s most recent cash flow projections for each of its reporting units which reflected current market conditions and current trends in business performance.

The quantitative assessment utilized a long-term growth rate of 3.0 % and discount rates ranging from 10.00 % to 11.50 %, in estimation of the fair value of the reporting units.

After completing the testing, the fair value of each of these reporting units exceeded its carrying value by more than 25 %, and, therefore, there was no impairment to goodwill.

2025 Interim Impairment Testing

Except for the Bausch + Lomb reporting unit as noted above, during the period January 1, 2025 through September 30, 2025, the Company continued to monitor the market conditions and trends in business performance for all its remaining reporting units and determined that no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.

2025 Annual Impairment Test

The Company performed its annual goodwill impairment test as of October 1, 2025.

Given the current market conditions and trends in business performance of the Salix, Neuroscience and Generics reporting units and there being limited or no headroom resulting from the previous quantitative assessments for these reporting units, the Company elected to perform separate quantitative fair value tests for each of these reporting units.

For the Company’s remaining reporting units, the Company conducted its annual goodwill impairment test as of October 1, 2025, by first assessing qualitative factors.

Based on its qualitative assessment as of October 1, 2025, management believed that it was more likely than not that the carrying amounts of its remaining reporting units were less than their respective fair values and therefore concluded that a quantitative fair value test for the remaining reporting units was not required.

The quantitative fair value test for the Salix reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect current market conditions and current trends in business performance.

The quantitative assessment utilized a long-term growth rate of 2.50 % and a discount rate of 9.75 % in the estimation of the reporting unit’s fair value.

After completing the testing, the fair value of the Salix reporting unit exceeded its carrying value and therefore, there was no impairment to goodwill.

As of December 31, 2025, the Salix reporting unit had remaining goodwill of $ 3,159 million.

In January 2026, the Company received the results for the double-blind Phase 3 clinical trials for two global clinical programs evaluating its rifaximin soluble solid dispersion formulation, designed to prevent overt hepatic encephalopathy and related complications in patients with early-stage liver cirrhosis (“RED-C”).

While safe and well-tolerated, both clinical trials failed to achieve their primary endpoints.

The Company’s forecasts as of October 1, 2025 used in the quantitative fair value testing discussed above, included probability weighted cash flows associated with the RED-C product.

The Company performed a preliminary quantitative goodwill analysis as of January 22, 2026 using revised

forecasts, an updated discount rate, and a new long-term growth rate that reflect the impact of the Phase 3 clinical trial results.

The Company anticipates recognizing an impairment charge to the goodwill of the Salix reporting unit of approximately $ 1,400 million in the first quarter of 2026.

The quantitative fair value test for the Neuroscience reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect current market conditions and current trends in business performance.

The quantitative assessment utilized a long-term growth rate of - 2.50 % and a discount rate of 9.75 % in the estimation of the reporting unit’s fair value.

After completing the testing, the fair value of the Neuroscience reporting unit exceeded its carrying value by approximately 100 %, and therefore, there was no impairment to goodwill.

As of December 31, 2025, the Neuroscience reporting unit had remaining goodwill of $ 1,170 million.

The quantitative fair value test for the Generics reporting unit utilized the most recent cash flow projections for the reporting unit as revised in the fourth quarter of 2025 to reflect shifting market dynamics which have led to increased competition within the generic pharmaceuticals market, affecting both pricing and potential market share.

The Company expects these dynamics to intensify in the future and has therefore revised its long‑term forecasts, including for the sale of Company branded products upon loss of exclusivity, to reflect these developments.

The quantitative assessment utilized a discount rate of 8.75 % in the estimation of the reporting unit’s fair value.

Based on the quantitative fair value test, the carrying value of the Generics reporting unit exceeded its fair value as of October 1, 2025, and the Company recognized a goodwill impairment of $ 145 million.

As of December 31, 2025, the Generics reporting unit had remaining goodwill of $ 82 million.

December 31, 2025

During the period October 1, 2025 through December 31, 2025, the Company continued to monitor the market conditions and trends in business performance for all its reporting units and determined that no events occurred, or circumstances changed that would indicate that the fair value of any reporting unit might be below its carrying value.

However, if market conditions deteriorate, or if the Company is unable to execute its strategies, it may be necessary to record impairment charges in the future and those charges could be material.

4 unchanged sentences

Product rebates $ 1,321 $ 1,385

Product returns 372 380

Employee compensation and benefit costs 385 348

Legal matters and related fees 332 344

Product returns 348 372

Interest 253 217

Legal matters and related fees 178 332

Income taxes payable 38 63

8 unchanged sentences

February 2027 Term Loan B Facility February 2027 — — 2,187 2,166

2025 Credit Agreement

2030 Revolving Credit Facility April 2030 — — — —

2030 Term Loan B Facility October 2030 2,985 2,869 — —

AR Credit Facility January 2028 — — 300 300

4 unchanged sentences

B+L September 2028 Term Loan B Facility September 2028 489 483 494 486

B+L 2030 Revolving Credit Facility June 2030 100 100 — —

B+L January 2031 Term Loan B Facility January 2031 2,313 2,286 — —

Senior Secured Notes:

11 unchanged sentences

October 2030 352 578 352 622

10.00 % Secured Notes

April 2032 6,000 6,284 — —

B+L Senior Secured Notes:

1 unchanged sentence

October 2028 1,400 1,387 1,400 1,382

B+L January 2031 Senior Secured Notes January 2031 792 781 — —

9.00 % Intermediate Holdco Secured Notes

16 unchanged sentences

Covenant Compliance

The Senior Secured Credit Facilities (as defined below), the B+L Credit Facilities (as defined below), the AR Credit Facility (as defined below) and the indentures governing the Senior Secured Notes (as defined and described in the table above), the 9.00 % Intermediate Holdco Secured Notes (as defined below) and Senior Unsecured Notes (as defined and described in the table above) contain customary affirmative and negative covenants and specified events of default.

These affirmative and

negative covenants include, among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of its subsidiaries to:

The 2025 Senior Secured Credit Facilities (as defined below), the B+L Senior Secured Credit Facilities (as defined below), the indentures that govern the Existing Senior Secured Notes (as defined below), the indenture that governs the 2032 Senior Secured Notes (as defined below) (collectively with the Existing Senior Secured Notes, the “Senior Secured Notes”), the indentures that govern the B+L Senior Secured Notes (as defined below), and the indentures that govern the Senior Unsecured Notes (as defined below) contain (or contained) customary affirmative and negative covenants and specified events of default.

These affirmative and negative covenants include (or included), among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of certain of its subsidiaries to:

incur or guarantee additional indebtedness;

create or permit liens on assets;

pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness;

pay dividends on capital stock or redeem, repurchase or retire capital stock or indebtedness;

make certain investments and other restricted payments;

2 unchanged sentences

and engage in transactions with affiliates.

As of December 31, 2024, the amount available for restricted payments under the “builder basket” in the Company’s most restrictive indentures (as defined by those indentures) was approximately $ 10,700 million (although such availability is subject to the Company’s compliance with a 2.00 :1.00 fixed charge coverage ratio).

The 2027 Revolving Credit Facility (as defined below) also contains a financial maintenance covenant that, requires the Company to maintain a first lien net leverage ratio of not greater than 4.00 :1.00.

The financial maintenance covenant may be waived or amended without the consent of the term loan facility lenders and contains a customary term loan facility standstill.

As of December 31, 2024, the Company was in compliance with its financial maintenance covenant related to its debt obligations.

The 2027 Revolving Credit Facility (as defined below) also contained a financial covenant.

The 2030 Revolving Credit Facility (as defined below) contains financial covenants.

As of December 31, 2025, the Company was in compliance with its covenants related to its debt obligations.

The Company, based on its current forecast for the next twelve months from the date of issuance of these financial statements, expects to remain in compliance with its financial maintenance covenant and meet its debt service obligations over that same period.

The Company continues to take steps to ensure compliance with its financial maintenance covenant and may take other actions to reduce its debt levels and improve its capital structure to align with the Company’s long-term strategy, including divesting other businesses, refinancing debt and issuing equity or equity-linked securities, including secondary offerings of a portion of its ownership interest in Bausch + Lomb, as deemed appropriate.

2022 Exchange

On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “2022 Exchange”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $ 5,594 million (collectively, the “Existing Unsecured Senior Notes”) for $ 3,125 million in aggregate principal balance of newly issued secured notes, a reduction of outstanding principal of $ 2,469 million.

The secured notes issued in the 2022 Exchange consist of:

(i) $ 1,774 million in aggregate principal amount of new 11.00 % First Lien Secured Notes due 2028 (the “ 11.00 % First Lien Secured Notes”) issued by the Company, (ii) $ 352 million in aggregate principal amount of new 14.00 % Second Lien Secured Notes due 2030 (the “ 14.00 % Second Lien Secured Notes” and, together with the 11.00 % First Lien Secured Notes, the “New BHC Secured Notes”) issued by the Company and (iii) $ 999 million in aggregate principal amount of new 9.00 % Senior Secured Notes due 2028 (the “ 9.00 % Intermediate Holdco Secured Notes” and, together with the New BHC Secured Notes, the “2022 Secured Notes”) issued by 1375209 B.C.

(“Intermediate Holdco”), an existing indirect wholly-owned unrestricted subsidiary of the Company that held 38.3 % of the issued and outstanding common shares of Bausch + Lomb as of December 31, 2024.

The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under Accounting Standards Codification 470-60.

For each series of the Existing Unsecured Senior Notes exchanged, the undiscounted cash flows associated with the 2022 Secured Notes issued were compared to the carrying value of the Existing Unsecured Senior Notes exchanged for such 2022 Secured Notes and the applicable exchange was accounted for as follows:

(i) to the extent the undiscounted cash flows of the 2022 Secured Notes in question were lower than the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable 2022 Secured Notes was established at the total of these undiscounted cash flows, with a gain recorded for the remaining difference between this value and the carrying value of the applicable Existing Senior Unsecured Notes (as such, no interest expense will be recorded for the applicable 2022 Secured Notes prospectively) and (ii) to the extent the undiscounted cash flows of the 2022 Secured Notes in question exceeded the carrying value of the applicable Existing Unsecured Senior Notes exchanged, the carrying value of the applicable 2022 Secured Notes was established at the carrying value of the applicable Existing Senior Unsecured Notes, and the Company established new effective interest rates based on the carrying value of the applicable Existing Unsecured Senior Notes prior to the 2022 Exchange.

The difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.

In connection with the 2022 Exchange during 2022, the Company recorded a gain of $ 570 million, net of third party fees of $ 25 million.

The premium recorded on the 2022 Secured Notes was $ 1,835 million, which will be reduced as contractual interest payments are made on the 2022 Secured Notes.

During 2024 and 2023, the Company made contractual interest payments of $ 334 million and $ 321 million, respectively related to the 2022 Secured Notes, of which $ 295 million and $ 282 million, respectively was recorded as a reduction of the premium .

April 2025 Refinancing Transactions

On April 8, 2025, the Company closed a series of transactions whereby an indirect wholly-owned subsidiary of the Company, 1261229 B.C.

Ltd., a company incorporated under the laws of British Columbia, Canada (“126NumberCo”):

(i) entered into a credit agreement which provides for new senior secured credit facilities (the “2025 Credit Agreement”) consisting of a five-year senior secured revolving credit facility in an amount of $ 500 million due April 8, 2030 (the “2030 Revolving Credit Facility”) and a $ 3,000 million 5.5 -year senior secured term loan B facility due October 8, 2030 (the “2030 Term Loan B Facility”, and together with the 2030 Revolving Credit Facility, the “2025 Senior Secured Credit Facilities”) and (ii) issued $ 4,400 million aggregate principal amount of 10.00 % senior secured notes due April 15, 2032 (the “2032 Senior Secured Notes”) (the “April 2025 Refinancing Transactions”).

The proceeds from the April 2025 Refinancing Transactions were used:

(i) to repay in full and terminate the February 2027 Term Loan B Facility (as defined below), (ii) to redeem certain of the Company’s senior notes issued prior to 2025 (the “Existing Senior Notes”) and all 9.00 % Intermediate Holdco Secured Notes (as defined below) listed in the table below (collectively, the “Redeemed Notes”), (iii) to pay related fees, premiums and expenses and (iv) for general corporate purposes.

The aggregate principal amounts of the February 2027 Term Loan B Facility repaid in full and terminated and the Redeemed Notes redeemed in connection with the April 2025 Refinancing Transactions are set forth below:

(in millions) Principal Amount

February 2027 Term Loan B Facility $ 2,156

5.50 % Senior Secured Notes due 2025

6.125 % Senior Secured Notes due 2027

5.75 % Senior Secured Notes due 2027

9.00 % Intermediate Holdco Secured Notes due 2028

9.00 % Senior Unsecured Notes due 2025

Total $ 6,870

December 2025 Exchange

On December 26, 2025, the Company and 126NumberCo completed offers to exchange (the “December 2025 Exchange”) $ 797 million aggregate principal amount of 4.875 % Senior Secured Notes due in 2028 (the “June 2028 Senior Secured Notes”) and $ 886 million aggregate principal amount of 11.00 % First Lien Secured Notes due in 2028 (the “ 11.00 % First Lien Secured Notes”) (collectively, the “Exchanged December 2025 Notes”), for $ 1,600 million in aggregate principal amount of new 10.00 % Senior Secured Notes due April 2032, which form a single series with the 2032 Senior Secured Notes issued in April 2025.

In connection with the December 2025 Exchange, 26,495,472 common shares of Bausch + Lomb were transferred to 126NumberCo, which owns, in the aggregate, 211,963,893 common shares of Bausch + Lomb

following such transfer.

126Number Co is a non-guarantor restricted subsidiary under the indentures that govern the Company’s senior notes issued prior to 2025 (the “Existing Senior Notes”).

The Company performed an assessment of the December 2025 Exchange and determined that it did not meet the criteria to be accounted for as a troubled debt restructuring under ASC 470-60.

The December 2025 Exchange was accounted for as a modification of debt, and accordingly the unamortized premium associated with the exchanged 11.00 % First Lien Secured Notes will now be amortized over the remaining term of the newly issued 2032 Senior Secured Notes.

Accounts Receivable Credit Facility Termination

On June 30, 2023, certain subsidiaries of the Company entered into a Credit and Security Agreement (as amended, the “AR Facility Agreement”) with certain third-party lenders, providing for a non-recourse financing facility collateralized by certain accounts receivable originated by a wholly-owned subsidiary of the Company (the “AR Credit Facility”).

The AR Facility Agreement provided for a maximum amount of up to $ 600 million, subject to certain borrowing base tests.

On October 27, 2025, the outstanding amount of $ 300 million was repaid using cash on hand and the AR Credit Facility was terminated.

Bridge Facility Commitment Termination

On February 11, 2025, 126NumberCo entered into a commitment whereby a third-party lender agreed to provide a senior secured bridge loan facility in an aggregate principal amount of up to $ 700 million, subject to customary conditions and limitations, including based on the value of the collateral (the “Bridge Facility Commitment”).

In connection with the April 2025 Refinancing Transactions, on April 8, 2025, 126NumberCo terminated the Bridge Facility Commitment.

Credit Facilities

2022 Senior Secured Credit Facilities

Senior Secured Credit Facilities under the 2018 Restated Credit Agreement

On June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into the “Senior Secured Credit Facilities” under the Company’s Fourth Amended and Restated Credit and Guaranty Agreement, as amended by the First Incremental Amendment to the Restated Credit Agreement, dated as of November 27, 2018 (the “2018 Restated Credit Agreement”).

Prior to the 2022 Amended Credit Agreement (as defined below), the 2018 Restated Credit Agreement provided for a revolving credit facility of $ 1,225 million (the “2023 Revolving Credit Facility”) and term loan facilities of original principal amounts of $ 4,565 million and $ 1,500 million, maturing in June 2025 (the “June 2025 Term Loan B Facility”) and November 2025 (the “November 2025 Term Loan B Facility”), respectively.

Senior Secured Credit Facilities under the 2022 Amended Credit Agreement

On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into a Second Amendment (the “Second Amendment”) to the Fourth Amended and Restated Credit and Guaranty Agreement (as amended by the Second Amendment, the “2022 Amended Credit Agreement”).

The 2022 Amended Credit Agreement provides for a new term loan facility with an aggregate principal amount of $ 2,500 million (the “2027 Term Loan B Facility”) maturing on February 1, 2027 and a new revolving credit facility of $ 975 million (the “2027 Revolving Credit Facility”) that will mature on the earlier of February 1, 2027 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company and Bausch Health Americas, Inc.

(“BHA”) in an aggregate principal amount in excess of $ 1,000 million.

On June 1, 2018, the Company and certain of its subsidiaries as guarantors entered into a Restatement Agreement to amend its then existing credit agreement pursuant to the Fourth Amended & Restated Credit and Guaranty Agreement, as further amended by the First Incremental Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement, dated as of November 27, 2018.

On May 10, 2022, the Company and certain of its subsidiaries as guarantors entered into a Second Amendment to the Fourth Amended & Restated Credit and Guaranty Agreement (the “2022 Amended Credit Agreement”).

The 2022 Amended Credit Agreement provided for a revolving credit facility of $ 975 million (the “2027 Revolving Credit Facility”) and term loan facilities of original principal amounts of $ 2,500 million (the “February 2027 Term Loan B Facility” and together with the 2027 Revolving Credit Facility, the “Existing Senior Secured Credit Facilities”).

During April 2025, the February 2027 Term Loan B Facility was repaid in full, and the Existing Senior Secured Credit Facilities were terminated, in connection with the April 2025 Refinancing Transactions as described above.

The termination of the 2022 Amended Credit Agreement was accounted for as a modification of debt, to the extent the Existing Senior Secured Credit Facilities were replaced with newly issued debt to the same creditor and the present value of the cash flows of the new debt did not exceed 10 % when compared to the original debt terms, and as an extinguishment of debt if:

(i) the Existing Senior Secured Credit Facilities were replaced with newly issued debt to a different creditor or in the case of newly issued debt to the same creditor and the present value of the cash flows of the new debt exceeds 10 % when compared to the original debt terms or (ii) the borrowing capacity declined when issuing the 2030 Revolving Credit Facility.

2025 Senior Secured Credit Facilities

Loans under the 2025 Credit Agreement are:

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including a pledge of 211,963,893 common shares of Bausch + Lomb owned by 126NumberCo (the “Bausch + Lomb Share Collateral”) and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guaranteed the Existing Senior Secured Credit Facilities (the “BHC Existing Credit Agreement Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes and the 2032 Senior Secured Notes and (y) certain subsidiaries that are not BHC Existing Credit Agreement Guarantors, including 1530065 B.C.

(“153NumberCo”) and each subsidiary of 153NumberCo other than Bausch + Lomb and its subsidiaries (the “NumberCo Loan Guarantors”, and together with the BHC Existing Credit Agreement Guarantors, the “Loan Guarantors”), with such guarantees secured by the assets of the NumberCo Loan Guarantors (including the Bausch + Lomb

Share Collateral), subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2032 Senior Secured Notes.

The 2030 Term Loan B Facility will mature on October 8, 2030.

The amortization rate for the 2030 Term Loan B Facility is 1.00 % per annum, or $ 30 million, payable in quarterly installments beginning on September 30, 2025.

126NumberCo may direct that prepayments be applied to such amortization payments in order of maturity.

Aggregate mandatory quarterly amortization payments for the 2030 Term Loan B Facility will be $ 143 million through October 2030.

Borrowings under the 2030 Term Loan B Facility bear interest, with respect to U.S.

dollar borrowings, based on 126NumberCo’s election of either (1) an alternate base rate equal to the highest of:

(i) the prime rate then in effect, (ii) the greater of the Federal Funds Effective Rate and the overnight bank funding rate (each subject to a 0 % floor), plus 0.500 % and (iii) the Adjusted Term SOFR Rate (as defined in the 2025 Credit Agreement) for a one-month interest period, plus 1.000 %, subject to a 1.000 % floor, plus the Applicable Rate (as defined in the 2025 Credit Agreement) or (2) the Adjusted Term SOFR Rate for the applicable interest period, subject to a 0 % floor, plus the Applicable Rate.

The Applicable Rate in connection with a borrowing under the 2030 Term Loan B Facility is 5.25 % per annum for alternate base rate borrowings and 6.25 % per annum for Adjusted Term SOFR Rate borrowings.

The 2030 Revolving Credit Facility will mature on the earlier of April 8, 2030 and the date that is 91 calendar days prior to the scheduled maturity of indebtedness for borrowed money of the Company or 126NumberCo in an aggregate principal amount in excess of $ 1,000 million.

Borrowings under the 2030 Revolving Credit Facility can be made in U.S.

dollars, Canadian dollars or euros.

After giving effect to the Second Amendment, the 2023 Revolving Credit Facility, June 2025 Term Loan B Facility and November 2025 Term Loan B Facility were refinanced (such refinancing, the “Credit Agreement Refinancing”), along with certain of the Company’s existing senior notes, using net proceeds from the borrowings under the 2027 Term Loan B Facility, the B+L IPO and the B+L Debt Financing and available cash on hand.

As of December 31, 2025, the Company had no outstanding borrowings and had $ 32 million of issued and outstanding letters of credit on the 2030 Revolving Credit Facility.

On June 28, 2024, the Company entered into a suspension of rights agreement (the “Suspension of Rights Agreement”) with respect to the 2022 Amended Credit Agreement, pursuant to which Canadian Dollar Offered Rate (“CDOR”) loans ceased to be available from June 28, 2024 until such date as the parties enter into a customary amendment of the 2022 Amendment Credit Agreement (a “CDOR Replacement Amendment”) to replace the CDOR with the replacement benchmark applicable to Canadian dollar-denominated loans.

Borrowings under the 2027 Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either:

(a) a forward-looking term rate determined by reference to the financing rate for borrowing U.S.

dollars overnight collateralized by U.S.

Treasury securities (“term SOFR rate”) for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of:

(i) the prime rate (as defined in the 2022 Amended Credit Agreement), (ii) the federal funds effective rate plus 1/2 of 1.00% and (iii) the term SOFR rate for a period of one month plus 1.00 % (or if such rate shall not be ascertainable, 1.50 %) (provided, however that the term SOFR rate with respect to the 2027 Term Loan B Facility shall at no time be less than 0.50 % per annum), in each case, plus an applicable margin.

Borrowings under the 2027 Revolving Credit Facility in:

dollars bear interest at a rate per annum equal to, at the Company’s option, either:

(a) the term SOFR rate (subject to a floor of 0.00 % per annum) or (b) a U.S.

dollar base rate, (ii) Canadian dollars will bear interest at a rate per annum equal to, either:

(a) a Canadian dollar prime rate or (b) when available pursuant to the Suspension of Rights Agreement and the effectiveness of a CDOR Replacement Amendment, a rate to be agreed by the parties and (iii) euros bear interest at a rate per annum equal to a term benchmark rate determined by reference to the cost of funds for euro deposits (“EURIBOR”) for the interest period relevant to such borrowings (subject to a floor of 0.00 % per annum), in each case, plus an applicable margin.

Term SOFR rate loans are subject to a credit spread adjustment ranging from 0.10 %- 0.25 %.

The applicable interest rate margin for borrowings under the 2027 Term Loan B Facility is 5.25 % for term SOFR rate loans and 4.25 % for U.S.

dollar base rate loans.

The applicable interest rate margin for borrowings under the 2027 Revolving Credit Facility ranges from 4.75 % to 5.25 % for term SOFR rate loans and EURIBOR loans and 3.75 % to 4.25 % for U.S.

dollar base rate loans and Canadian prime rate loans.

In addition, the Company is required to pay commitment fees of 0.25 %- 0.50 % per annum with respect to the unutilized commitments under the 2027 Revolving Credit Facility, payable quarterly in arrears.

The Company also is required to pay:

(i) letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount

equal to the applicable margin on term SOFR rate borrowings under the 2027 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, (ii) customary fronting fees for the issuance of letters of credit and (iii) agency fees.

Subject to certain exceptions and customary baskets set forth in the 2022 Amended Credit Agreement, the Company is required to make mandatory prepayments of the loans under the Senior Secured Credit Facilities under certain circumstances, including from:

(i) 100 % of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights and net proceeds thresholds), (ii) 100 % of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the 2022 Amended Credit Agreement), (iii) 50 % of Excess Cash Flow (as defined in the 2022 Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100 % of net cash proceeds from asset sales (subject to reinvestment rights and net proceeds thresholds).

These mandatory prepayments may be used to satisfy future amortization.

The amortization rate for the 2027 Term Loan B Facility is 5.00 % per annum, or $ 125 million, payable in quarterly installments beginning on September 30, 2022.

The Company may direct that prepayments be applied to such amortization payments in order of maturity.

As of December 31, 2024, the remaining mandatory quarterly amortization payments for the 2027 Term Loan B Facility were $ 250 million through December 2026.

The 2022 Amended Credit Agreement permits the incurrence of incremental credit facility borrowings up to the greater of $ 1,000 million and 40 % of Consolidated Adjusted EBITDA (non-GAAP) (as defined in the 2022 Amended Credit Agreement), subject to customary terms and conditions, as well as the incurrence of additional incremental credit facility borrowings subject to, in the case of secured debt, a secured leverage ratio of not greater than 3.50 :1.00, and, in the case of unsecured debt, either a total leverage ratio of not greater than 6.50 :1.00 or an interest coverage ratio of not less than 2.00 :1.00.

The 2022 Amended Credit Agreement provided that Bausch + Lomb was initially a “restricted” subsidiary subject to the terms of the 2022 Amended Credit Agreement covenants, but does not require Bausch + Lomb to guarantee the obligations under the 2022 Amended Credit Agreement.

The 2022 Amended Credit Agreement permitted the Company to designate Bausch + Lomb as an “unrestricted” subsidiary under the 2022 Amended Credit Agreement and no longer subject to the terms of the covenants thereunder provided that no event of default was continuing or would result from such designation and the total leverage ratio of Remainco (as defined in the 2022 Amended Credit Agreement) would not be greater than 7.60 :1.00 on a pro forma basis.

The Credit Agreement Refinancing contains provisions that were designed to facilitate the B+L Separation.

On November 29, 2022, the Company designated 1261229 B.C.

Ltd as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s debt documents.

In connection therewith, all of the subsidiaries of 1261229 B.C.

Ltd., including Bausch + Lomb and its subsidiaries, are unrestricted subsidiaries of the Company and, as a result, are not subject to the covenants under the Bausch Health debt documents, and the earnings and net debt of Bausch + Lomb, as defined in the relevant debt documents, are also not included in the calculation of the Company’s financial maintenance covenant.

As of December 31, 2024, 1261229 B.C.

Ltd., directly or indirectly, held approximately 88 % of the issued and outstanding shares of Bausch + Lomb.

Accounts Receivable Credit Facility

The AR Facility Agreement provides for an up to $ 600 million facility, subject to certain borrowing base tests.

Under the AR Credit Facility, a special purpose entity (the “Borrower”), as the borrower, purchases accounts receivable originated by a wholly-owned subsidiary of the Company, which collateralize borrowings under the AR Credit Facility.

The Borrower is a bankruptcy remote entity that is unrestricted under the Company’s debt covenants, and which is consolidated by the Company.

Borrowings under the AR Credit Facility are for general corporate purposes.

Borrowings under the AR Credit Facility are in U.S.

dollars and bear interest at a rate per annum equal to the sum of the one month term SOFR plus 6.65 %.

The Company is required to pay commitment fees of 0.75 % multiplied by the lesser of:

(i) the unfunded portion of the lenders’ commitments or (ii) 50 % of the total lenders’ commitments.

The AR Facility Agreement contains customary events of default, representations and warranties and affirmative and negative covenants primarily applicable to the borrower thereunder, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions, and engaging in any business other than as set forth in the AR Facility Agreement.

Upon the occurrence and during the continuance of an Amortization Event (as defined in the AR Facility Agreement), including the occurrence of an Event of Default (under and as defined in the 2022 Amended Credit Agreement), and subsequent demand by the Administrative Agent (acting at the direction of the Lenders), the outstanding

advances and all other obligations under the AR Facility Agreement will be due and payable.

The AR Credit Facility matures on January 28, 2028.

As of December 31, 2024, there were $ 300 million of outstanding borrowings under the AR Credit Facility at an all-in interest rate of 11.20 %.

Fees incurred with the lenders, their affiliates and other third parties of approximately $ 20 million associated with the AR Credit Facility were capitalized as deferred financing costs and will be amortized as Interest expense over the term of the AR Facility Agreement.

Senior Secured Credit Facilities under the B+L Credit Agreement

On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Credit Agreement”, and the credit facilities thereunder, the “B+L Credit Facilities”).

Prior to the September 2023 Credit Facility Amendment (as defined below), the Credit Agreement provided for a term loan of $ 2,500 million with a five-year term to maturity (the “B+L May 2027 Term Loan B Facility”) and a five-year revolving credit facility of $ 500 million (the “B+L Revolving Credit Facility”).

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to U.S.

dollar borrowings, based on 126NumberCo’s election of either (1) an alternate base rate equal to the highest of:

(i) the prime rate then in effect, (ii) the greater of the Federal Funds Effective Rate and the overnight bank funding rate (each subject to a 0 % floor), plus 0.500 % and (iii) the Adjusted Term SOFR Rate for a one-month interest period (subject to a 0 % floor) plus 1.000 %, plus the Applicable Rate or (2) the Adjusted Term SOFR Rate for the applicable interest period (subject to a 0 % floor), plus the Applicable Rate.

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Canadian Dollar borrowings, based on 126NumberCo’s election of either (1) the Canadian Overnight Repo Rate Average (“Term CORRA”) plus 0.29547 % for a one month interest period or 0.32138 % for a three-month interest period (subject to a 0 % floor), plus the Applicable Rate or (2) a rate equal to the highest of:

(i) the Canadian prime rate then in effect and (ii) the annual rate of interest equal to the sum of the (x) Term CORRA rate plus 0.29547 % and (y) 1.00 % (each subject to a 1.00 % floor), plus the Applicable Rate.

Borrowings under the 2030 Revolving Credit Facility bear interest, with respect to Euro borrowings, based on the Adjusted EURIBOR Screen Rate (as defined in the 2025 Credit Agreement), subject to a 0 % floor, for any applicable interest period plus the Applicable Rate.

The Applicable Rate with respect to the 2030 Revolving Credit Facility in connection with alternate base rate borrowings, Canadian prime rate loans and swingline loans is 3.25 % and in connection with Adjusted Term SOFR Rate, Adjusted EURIBOR Rate and Adjusted Term CORRA Rate (each as defined in the 2025 Credit Agreement) loans is 4.25 %;

provided that, in connection with any borrowing, the Applicable Rate is subject to two 0.250 % step-downs subject to compliance with a Blended First Lien Leverage Ratio (as defined in the 2025 Credit Agreement) of equal to or less than 2.6 :1.00 and equal to or less than 2.1 :1.00, respectively.

In addition, 126NumberCo is required to pay commitment fees of 0.50 % per annum in respect of the unutilized commitments (but in the case of swingline loans, whether utilized or unutilized) under the 2030 Revolving Credit Facility, payable quarterly in arrears, subject to two 0.125 % step-downs subject to compliance with a Blended First Lien Leverage Ratio of equal to or less than 2.6 :1.00 and equal to or less than 2.1 :1.00, respectively.

126NumberCo is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the Applicable Rate in connection with Adjusted Term SOFR Rate loans, Adjusted EURIBOR Rate loans and Adjusted Term CORRA Rate loans under the 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees (not to exceed 0.125 % per annum) for the issuance of letters of credit and agency fees.

126NumberCo is permitted to voluntarily prepay outstanding loans under the 2030 Term Loan B Facility, in whole or in part, without premium or penalty subject to customary “breakage” costs.

The 2030 Term Loan B Facility includes a 100 % net cash proceeds sweep, on a pro rata basis with obligations under the 2032 Senior Secured Notes, in connection with (i) the receipt of net cash proceeds from the sale or disposition of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $ 50 million, (iii) incurrence of indebtedness that is not otherwise permitted, (iv) certain asset sales or other

dispositions of any property of the Company or its restricted subsidiaries and certain casualty or condemnation events in each case, in excess of $ 100 million in any fiscal year (subject to reinvestment rights and with any prepayments to be shared ratably with the 11.00 % First Lien Secured Notes due September 2028, the 4.875 % First Lien Secured Notes due June 2028 and the 2032 Senior Secured Notes) and (v) cash of 126NumberCo from payments under certain intercompany obligations after funding principal and interest payments (including for the subsequent six months) under the 2025 Credit Agreement and the 2032 Senior Secured Notes.

The 2025 Credit Agreement provided for an accordion feature that allowed 126NumberCo, prior to December 31, 2025, to incur incremental equivalent debt in an aggregate amount not to exceed $ 1,600 million.

The incurrence of such incremental term loan facilities or incremental equivalent debt was subject to certain conditions, including that a specified amount of Bausch + Lomb shares are added to the Bausch + Lomb Share Collateral based on the amount of such incremental term loan facilities or incremental equivalent debt incurred.

Pursuant to the December 2025 Exchange described above, 126NumberCo issued $ 1,600 million of such incremental equivalent debt in the form of new 2032 Senior Secured Notes.

In addition, the Company, 126NumberCo and the guarantors are permitted to incur junior indebtedness in an amount such that after giving effect to the incurrence of any such debt, the Company would be in compliance, on a pro forma basis after giving effect to such incurrence of such indebtedness, with either a (i) Fixed Charge Coverage Ratio (as defined in the 2025 Credit Agreement) that is no less than 2.00 to 1.00 or (ii) Total Leverage Ratio (as defined in the 2025 Credit Agreement) that is no greater than 6.50 to 1.00, provided that, in each case, the terms of such junior indebtedness are not materially more favorable than the terms of the 2025 Senior Secured Credit Facilities, the weighted average life to maturity of such junior indebtedness is not shorter than the remaining weighted average life to maturity of any term loans outstanding, and the final maturity date of such junior indebtedness is no earlier than 91 days after the Latest Maturity Date (as defined in the 2025 Credit Agreement) then in effect.

The 2030 Revolving Credit Facility contains financial maintenance covenants that require the Company to maintain (1) a Blended First Lien Leverage Ratio of not greater than (i) 4.25 :1.00, prior to the Covenant Step Up Date (as defined in the 2025 Credit Agreement) and (ii) 5.75 :1.00 on and after such date and (2) minimum liquidity of not less than $ 400 million on and after the Covenant Step Up Date.

Bausch + Lomb Senior Secured Credit Facilities

On May 10, 2022, Bausch + Lomb entered into a credit agreement (the “B+L Original Credit Agreement”), providing for a term loan of $ 2,500 million with a five-year term to maturity (the “B+L May 2027 Term Loan B Facility”) and a five-year revolving credit facility of $ 500 million (the “B+L May 2027 Revolving Credit Facility”).

On September 29, 2023, Bausch + Lomb entered into an incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility.

This incremental term loan facility was entered into in the form of an incremental amendment (the “September 2023 Credit Facility Amendment”) to Bausch + Lomb’s Original Credit Agreement (the Original Credit Agreement, as amended by the September 2023 Credit Facility Amendment, the “Initial B+L Amended Credit Agreement”) and consisted of borrowings of $ 500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”).

A portion of the proceeds from the B+L September 2028 Term Loan B Facility and B+L October 2028 Secured Notes (as defined below) were used to finance the $ 1,750 million upfront payment related to the XIIDRA Acquisition (as discussed further in Note 3, “ACQUISITIONS AND LICENSING AGREEMENTS”) and related acquisition and financing costs.

On April 19, 2024, Bausch + Lomb entered into a suspension of rights agreement (the “B+L Suspension of Rights Agreement”) with respect to the Initial B+L Amended Credit Agreement, pursuant to which Canadian dollar-denominated loans ceased to be available from June 28, 2024, until such date as the parties enter into an amendment of the Initial B+L Amended Credit Agreement to replace the Canadian Dollar Offered Rate with the replacement benchmark applicable to Canadian dollar-denominated loans.

This incremental term loan facility was entered into in the form of an incremental amendment (the “B+L September 2023 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowings of $ 500 million in new term B loans with a five-year term to maturity (the “B+L September 2028 Term Loan B Facility”).

On November 1, 2024, Bausch + Lomb entered into an additional incremental term loan facility secured on a pari passu basis with its existing B+L May 2027 Term Loan B Facility and B+L September 2028 Term Loan B Facility.

This incremental term loan facility was entered into in the form of an incremental amendment (the “November 2024 Credit Facility Amendment”) to the Initial B+L Amended Credit Agreement (the Initial B+L Amended Credit Agreement, as amended by the November 2024 Credit Facility Amendment, the “B+L Second Amended Credit Agreement”) and consisted of borrowing $ 400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility” and, together with the B+L September 2028 Term Loan B Facility and the B+L May 2027 Term Loan B Facility, the “B+L Term Facilities,”;

This incremental term loan facility was entered into in the form of an incremental amendment (the “B+L November 2024 Credit Facility Amendment”) to the B+L Original Credit Agreement and consisted of borrowing $ 400 million of new term loans with a maturity of May 2027 (the “B+L May 2027 Incremental Term Loan B Facility”).

The B+L May 2027 Revolving Credit Facility is a source of funding for Bausch + Lomb and its subsidiaries only.

Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L May 2027 Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.

Bausch + Lomb 2025 Refinancing Activity

On June 26, 2025, Bausch + Lomb entered into a third amendment to its credit agreement (the “B+L 2025 Credit Facility Amendment”;

the B+L Original Credit Agreement, as amended by the B+L September 2023 Credit Facility Amendment, the B+L November 2024 Credit Facility Amendment and the B+L 2025 Credit Facility Amendment, the “B+L Amended Credit Agreement”), whereby Bausch + Lomb entered into an $ 800 million revolving credit facility maturing June 26, 2030 (subject to customary “springing” maturity provisions) (the “B+L 2030 Revolving Credit Facility”) and a new $ 2,325 million term B loan facility maturing January 15, 2031 (the “B+L January 2031 Term Loan B Facility”, and together with the B+L September 2028 Term Loan B Facility, the “B+L Term Facilities”;

the B+L Term Facilities, together with the B+L 2030 Revolving Credit Facility, the “B+L Senior Secured Credit Facilities”).

The proceeds from the B+L May 2027 Incremental Term Loan B Facility were used to repay revolving loans outstanding under the B+L Amended Credit Agreement and for general corporate purposes.

The net proceeds from the B+L January 2031 Senior Secured Notes offering (as described below) and the B+L January 2031 Term Loan B Facility were used by

Bausch + Lomb to:

(i) repay in full borrowings under the B+L May 2027 Revolving Credit Facility, (ii) refinance, in full, its outstanding term loans due 2027 and (iii) pay related fees and expenses (these transactions together, the “B+L 2025 Refinancing Activity”).

The B+L Senior Secured Credit Facilities are secured by substantially all of the assets of Bausch + Lomb and its material, wholly-owned Canadian, U.S., Dutch and Irish subsidiaries, subject to certain exceptions.

The B+L Term Facilities are denominated in U.S.

dollars, and borrowings under the B+L Revolving Credit Facility may be made available in U.S.

dollars, euros, pounds sterling (and, subject to the B+L Suspension of Rights Agreement, Canadian dollars).

As of December 31, 2024, the B+L Revolving Credit Facility had $ 110 million of outstanding borrowings, $ 32 million of issued and outstanding letters of credit and $ 358 million of remaining availability.

The B+L Revolving Credit Facility is a source of funding for Bausch + Lomb and its subsidiaries only.

Absent the payment of a dividend, which would be determined by the Board of Directors of Bausch + Lomb and paid pro rata to Bausch + Lomb’s shareholders, proceeds from the B+L Revolving Credit Facility are not available to fund the operations, investing and financing activities of any other subsidiaries of Bausch Health.

dollars, and borrowings under the B+L 2030 Revolving Credit Facility can be made in U.S.

dollars, euros, pounds sterling and Canadian dollars.

As of December 31, 2025, the principal amounts outstanding under the B+L September 2028 Term Loan B Facility and the B+L January 2031 Term Loan B Facility were $ 489 million and $ 2,313 million, respectively.

As of December 31, 2025, Bausch + Lomb had $ 100 million of outstanding borrowings, $ 36 million of issued and outstanding letters of credit and remaining availability, subject to certain customary conditions, of $ 664 million under its B+L 2030 Revolving Credit Facility.

Borrowings under the B+L 2030 Revolving Credit Facility in:

2 unchanged sentences

dollar base rate, (ii) Canadian dollars bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(a) CDOR or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to EURIBOR and (iv) pounds sterling bear interest at a rate per annum equal to Sterling Overnight Index Average (“SONIA”) (provided, however, that the term SOFR-based rate, CDOR, EURIBOR and SONIA shall be no less than 0.00 % per annum at any time and the U.S.

dollar base rate

and the Canadian dollar prime rate shall be no less than 1.00 % per annum at any time), in each case, plus an applicable margin.

Term SOFR-based borrowings under the Revolving Credit Facility are subject to a credit spread adjustment of 0.10 %.

The applicable interest rate margins for borrowings under the B+L Revolving Credit Facility are:

(i) between 0.75 % to 1.75 % with respect to U.S.

dollar base rate borrowings and between 1.75 % to 2.75 % with respect to SOFR, EURIBOR or SONIA borrowings based on Bausch + Lomb’s total net leverage ratio and (ii) after:

(x) Bausch + Lomb’s senior unsecured non-credit-enhanced long term indebtedness for borrowed money receives an investment grade rating from at least two of Standard & Poor’s, Moody’s and Fitch and (y) the B+L Term Facilities have been repaid in full in cash (the “IG Trigger”), between 0.015 % to 0.475 % with respect to U.S.

dollar base rate borrowings and between 1.015 % to 1.475 % with respect to SOFR, EURIBOR or SONIA borrowings based on Bausch + Lomb’s debt rating.

The stated rate of interest for borrowings under the Revolving Credit Facility at December 31, 2024 was 7.29 % per annum.

In addition, Bausch + Lomb is required to pay commitment fees of 0.25 % per annum in respect of the unutilized commitments under the B+L Revolving Credit Facility, payable quarterly in arrears until the IG Trigger and, thereafter, a facility fee between 0.110 % to 0.275 % of the total revolving commitments, whether used or unused, based on Bausch + Lomb’s debt rating and payable quarterly in arrears.

(a) a term Canadian Overnight Repo Rate Average (“CORRA”)-based rate or (b) a Canadian dollar prime rate, (iii) euros bear interest at a rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) and (iv) pounds sterling bear interest at a rate per annum equal to Sterling Overnight Index Average (“SONIA”) (provided, however, that the term SOFR-based rate, term CORRA-based rate, EURIBOR and SONIA shall be no less than 0.00 % per annum at any time and the U.S.

dollar base rate and the Canadian dollar prime rate shall be no less than 1.00 % per annum at any time), in each case, plus the Applicable Rate (as defined in the B+L Amended Credit Agreement).

Term SOFR-based borrowings under the B+L 2030 Revolving Credit Facility are not subject to any credit spread adjustment.

The Applicable Rate under the B+L 2030 Revolving Credit Facility is between 0.75 % to 1.75 % with respect to U.S.

dollar base rate or Canadian dollar prime rate borrowings and between 1.75 % to 2.75 % with respect to SOFR, CORRA, EURIBOR or SONIA borrowings based on Bausch + Lomb’s total net leverage ratio.

In addition, Bausch + Lomb is required to pay commitment fees of 0.25 % per annum in respect of the unutilized commitments under the B+L 2030 Revolving Credit Facility, payable quarterly in arrears.

Bausch + Lomb is also required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit in an amount equal to the applicable margin on SOFR borrowings under the B+L 2030 Revolving Credit Facility on a per annum basis, payable quarterly in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees.

Borrowings under the B+L May 2027 Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(i) a term SOFR-based rate, plus an applicable margin of 3.25 % or (ii) a U.S.

dollar base rate, plus an applicable margin of 2.25 % (provided, however, that the term SOFR-based rate shall be no less than 0.50 % per annum at any time and the U.S.

dollar base rate shall not be lower than 1.50 % per annum at any time).

Term SOFR-based loans are subject to a credit spread adjustment of 0.10 %.

The stated rate of interest under the B+L May 2027 Term Loan B Facility at December 31, 2024 was 7.69 % per annum.

Borrowings under the B+L September 2028 Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

2 unchanged sentences

dollar base rate shall not be lower than 1.00 % per annum at any time).

Term SOFR-based borrowings under the B+L September 2028 Term Facility are not subject to any credit spread adjustment.

Term SOFR-based borrowings under the B+L September 2028 Term Loan B Facility are not subject to any credit spread adjustment.

The stated rate of interest under the B+L September 2028 Term Loan B Facility as of December 31, 2025 was 7.72 % per annum.

Borrowings under the B+L May 2027 Incremental Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

Borrowings under the B+L January 2031 Term Loan B Facility bear interest at a rate per annum equal to, at Bausch + Lomb’s option, either:

(i) a term SOFR-based rate, plus an applicable margin of 4.25 %, or (ii) a U.S.

1 unchanged sentence

dollar base rate shall not be lower than 1.00 % per annum at any time).

Term SOFR-based borrowings under the B+L May 2027 Incremental Term Facility are subject to a credit spread adjustment of 0.10 %.

The stated rate of interest under the B+L May 2027 Incremental Term Loan B Facility at December 31, 2024 was 7.71 % per annum.

Term SOFR-based borrowings under the B+L January 2031 Term Loan B Facility are not subject to any credit spread adjustment.

The stated rate of interest under the B+L January 2031 Term Loan B Facility as of December 31, 2025 was 7.97 % per annum.

Subject to certain exceptions and customary baskets set forth in the B+L Amended Credit Agreement, Bausch + Lomb is required to make mandatory prepayments of the loans under the B+L Term Facilities under certain circumstances, including from:

(i) 100 % of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold), (ii) 100 % of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Amended Credit Agreement), (iii) 50 % of Excess Cash Flow (as defined in the B+L Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100 % of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold).

(i) 100 % of the net cash proceeds of insurance and condemnation proceeds for property or asset losses (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold), (ii) 100 % of the net cash proceeds from the incurrence of debt (other than permitted debt as described in the B+L Amended Credit Agreement), (iii) 50 % of Excess Cash Flow (as defined in the B+L Amended Credit Agreement) subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100 % of net cash proceeds from asset sales (subject to reinvestment rights, decrease based on leverage ratios and a net proceeds threshold).

These mandatory prepayments may be used to satisfy future amortization.

The amortization rate for the B+L May 2027 Term Loan B Facility is 1.00 % per annum, or $ 25 million, payable in quarterly installments.

Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity.

As of December 31, 2024, the remaining mandatory quarterly amortization payments for the B+L May 2027 Term Loan B Facility were $ 56 million through March 2027, with the remaining term loan balance being due in May 2027.

The amortization rate for the B+L September 2028 Term Loan B Facility is 1.00 % per annum, or $ 5 million, payable in quarterly installments.

Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity.

As of December 31, 2024, the remaining mandatory quarterly amortization payments for the B+L September 2028

Term Loan B Facility were $ 18 million through June 2028, with the remaining term loan balance being due in September 2028.

The amortization rate for the B+L May 2027 Incremental Term Loan B Facility is:

(i) for the eight quarters commencing with the quarter ending March 31, 2025, 2.50 % per annum, or $ 10 million and (ii) thereafter, 7.50 % per annum, or $ 30 million, in each case, payable in quarterly installments.

As of December 31, 2025, the remaining mandatory quarterly amortization payments for the B+L September 2028 Term Loan B Facility were $ 13 million through June 2028, with the remaining term loan balance being due in September 2028.

The amortization rate for the B+L January 2031 Term Loan B Facility is 1.00 % per annum, or $ 23 million, payable in quarterly installments, with the first installment to be paid on September 30, 2025.

Bausch + Lomb may direct that prepayments be applied to such amortization payments in order of maturity.

As of December 31, 2024, the remaining mandatory quarterly amortization payments for the B+L May 2027 Incremental Term Loan B Facility were $ 20 million through December 2026, with an additional amortization payment of approximately $ 8 million due in March 2027 and the remaining term loan balance being due in May 2027.

As of December 31, 2025, the remaining mandatory quarterly amortization payments for the B+L January 2031 Term Loan B Facility are $ 116 million through December 2030, with the remaining term loan balance being due in January 2031.

Senior Secured Notes

The Senior Secured Notes are guaranteed by each of the Company’s subsidiaries that is a guarantor under the 2022 Amended Credit Agreement and existing Senior Unsecured Notes (together, the “Note Guarantors”).

In connection with the closing of the B+L IPO, the redemption of the Company’s 6.125 % Senior Unsecured Notes due 2025 (the “April 2025 Unsecured Notes”) (as discussed below) and the related release in respect of the 2018 Restated Credit Agreement, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released.

The Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the Company’s obligations under the 2022 Amended Credit Agreement under the terms of the indentures governing the Senior Secured Notes.

The Senior Secured Notes and the guarantees rank equally in right of repayment with all of the Company’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to the Company’s and Note Guarantors’ respective future subordinated indebtedness.

The Senior Secured Notes and the guarantees related thereto are effectively pari passu with the Company’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the Senior Secured Notes and effectively senior to the Company’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, including the existing Senior Unsecured Notes, or that is secured by junior liens, in each case to the extent of the value of the collateral.

In addition, the Senior Secured Notes are structurally subordinated to:

(i) all liabilities of any of the Company’s subsidiaries that do not guarantee the Senior Secured Notes and (ii) any of the Company’s debt that is secured by assets that are not collateral.

Upon the occurrence of a change in control (as defined in the indentures governing the Senior Secured Notes), unless the Company has exercised its right to redeem all of the notes of a series, holders of the Senior Secured Notes may require the Company to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest.

2032 Senior Secured Notes

The 2032 Senior Secured Notes have a stated interest rate of 10.00 %, payable semi-annually in arrears on each of April 15 and October 15.

The 2032 Senior Secured Notes are:

(i) secured, subject to customary limitations, by a first priority lien on substantially all of the assets of 126NumberCo, including the Bausch + Lomb Share Collateral and (ii) jointly and severally guaranteed by (x) the Company and subsidiaries of the Company that guarantee the Existing Senior Notes (the “BHC Existing Note Guarantors”), with such guarantees secured by the assets of such guarantors, subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the Existing Senior Secured Notes (as defined below) and the 2025 Credit Agreement and (y) certain subsidiaries of the Company that do not guarantee the Existing Senior Notes (the “NumberCo Note Guarantors”), with such guarantees secured by the assets of the NumberCo Note Guarantors (including the Bausch + Lomb Share Collateral), subject to customary limitations, by a first-priority lien that ranks pari passu with the liens securing the 2025 Credit Agreement.

The 2032 Senior Secured Notes are redeemable at the option of 126NumberCo, in whole or in part, at any time on or after April 15, 2028, at the redemption prices set forth in the indenture that governs the 2032 Senior Secured Notes.

Prior to April 15, 2028, 126NumberCo may redeem all or a portion of the 2032 Senior Secured Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption, plus a “make-whole” premium.

The 2032 Senior Secured Notes are subject to mandatory redemption upon:

(i) the receipt of net cash proceeds from the sale of Bausch + Lomb Share Collateral, (ii) the receipt of any dividends, distributions or other amounts on account of such Bausch + Lomb Share Collateral if such amounts received exceed $ 50 million or (iii) the receipt of funds from any repayment of principal on certain intercompany obligations.

Upon the occurrence of a change of control (as defined in the indenture that governs the 2032 Senior Secured Notes), holders of 2032 Senior Secured Notes may require 126NumberCo to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101 % of the principal amount.

Existing Senior Secured Notes

The June 2028 Senior Secured Notes and 11.00 % First Lien Secured Notes (collectively, the “Existing Senior Secured Notes”) are guaranteed by the BHC Existing Note Guarantors.

126NumberCo and its direct parent, 153NumberCo are non-guarantor restricted subsidiaries with respect to the Existing Senior Secured Notes.

The Existing Senior Secured Notes and their related guarantees rank equally in right of payment with all existing and future unsubordinated indebtedness and rank senior to any future subordinated indebtedness of both the Company and the BHC Existing Note Guarantors.

Additionally, the Existing Senior Secured Notes and their guarantees are effectively pari passu with any existing and future indebtedness of the Company and the BHC Existing Note Guarantors that is secured by a first-priority lien on the same collateral.

They are effectively senior to any unsecured indebtedness, including the Company’s senior unsecured notes (the “Senior Unsecured Notes”), or indebtedness secured by junior liens, in each case to the extent of the value of the collateral securing the Existing Senior Secured Notes.

Furthermore, the Existing Senior Secured Notes are structurally subordinated to:

(i) all liabilities of the Company’s subsidiaries that do not guarantee the Existing Senior Secured Notes (including 153NumberCo and its subsidiary, 126NumberCo) and (ii) any of the Company’s debt that is secured by assets not included in the collateral package (such as the Bausch + Lomb Share Collateral).

Upon the occurrence of a change of control (as defined in the indentures that govern the Existing Senior Secured Notes), holders of the Existing Senior Secured Notes may require the Company to repurchase such holder’s Existing Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date applicable to the Existing Senior Secured Notes.

In connection with the issuance of the 2032 Senior Secured Notes, the Company capitalized $ 64 million of payments made to third parties.

These capitalized costs are being amortized as interest expense over the remaining term of the 2032 Senior Secured Notes.

5.500 % Senior Secured Notes due 2025

On October 17, 2017, the Company issued $ 1,000 million, and, on November 21, 2017, the Company issued $ 750 million, aggregate principal amount of 5.500 % Senior Secured Notes due November 2025 (the “November 2025 Secured Notes”), in a private placement.

Interest on the November 2025 Secured Notes is payable semi-annually in arrears on each May 1 and November 1.

The November 2025 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time, at the redemption prices set forth in the indenture, plus accrued and unpaid interest to, but not including, the date of the redemption.

In connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the November 2025 Secured Notes.

6.125 % Senior Secured Notes due 2027

On March 8, 2019, BHA and the Company issued:

(i) $ 1,000 million aggregate principal amount of 8.500 % Senior Unsecured Notes due 2027 (the “January 2027 Unsecured Notes”) and (ii) $ 500 million aggregate principal amount of 5.750 % Senior Secured Notes due August 2027 (the “August 2027 Secured Notes”), respectively, in a private placement.

Interest on the August 2027 Secured Notes is payable semi-annually in arrears on each February 15 and August 15.

The August 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at the redemption prices set forth in the indenture, plus accrued and unpaid interest to the date of redemption.

On February 10, 2022, the Company issued $ 1,000 million aggregate principal amount of 6.125 % Senior Secured Notes due February 2027 (the “February 2027 Secured Notes”).

The proceeds from the February 2027 Secured Notes, along with proceeds from the B+L IPO, the 2027 term loan B facilities and related debt financing of B+L in connection with the B+L Revolving Credit Facility (the “B+L Debt Financing”) and cash on hand, were used to redeem the April 2025 Unsecured Notes and refinance certain other debt in connection with the 2022 Amended Credit Agree ment (the “Credit Agreement Refinancing”).

In connection with the April 2025 Refinancing Transactions, the Company rep aid in full and terminated the February 2027 Secured Notes.

5.750 % Senior Secured Notes due 2027

On June 8, 2021, the Company issued $ 1,600 million aggregate principal amount of 4.875 % Senior Secured Notes due June 2028 (the “June 2028 Secured Notes”) in a private placement.

On March 8, 2019, the Company issued $ 500 million aggregate principal amount of 5.750 % Senior Secured Notes due August 2027 (the “August 2027 Secured Notes”) in a private placement.

In connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the August 2027 Secured Notes.

4.875 % Senior Secured Notes due 2028

On June 8, 2021, the Company issued $ 1,600 million aggregate principal amount of the June 2028 Senior Secured Notes in a private placement.

The proceeds and cash on hand were used to:

(i) repurchase a portion and redeem the remainder of $ 1,600 million of the March 2024 Secured Notes, representing the remaining outstanding principal balance of the March 2024 Secured Notes and (ii) pay all fees and expenses associated with these transactions.

The June 2028 Secured Notes are redeemable at the option of the Company, in whole or in part, at the redemption prices set forth in the June 2028 Secured Notes indenture, plus accrued and unpaid interest to, but not including, the date of the redemption.

6.125 % Senior Secured Notes due 2027 - February 2022 Financing

On February 10, 2022, the Company issued $ 1,000 million aggregate principal amount of 6.125 % Senior Secured Notes due February 2027 (the “February 2027 Secured Notes”).

The proceeds from the February 2027 Secured Notes, along with proceeds from the B+L IPO, the 2027 Term Loans and the B+L Debt Financing and cash on hand, were used to redeem the April 2025 Unsecured Notes and the Credit Agreement Refinancing as discussed below.

The February 2027 Secured Notes accrue interest at a rate of 6.125 % per year, payable semi-annually in arrears on each February and August.

The February 2027 Secured Notes are redeemable at the option of the Company, in whole or in part, at any time on or after February 2024, at the redemption prices set forth in the indenture, plus accrued and unpaid interest to, but not including, the date of the redemption.

New BHC Secured Notes

The 11.00 % First Lien Secured Notes mature on September 30, 2028, and have a stated interest of 11.00 % per year that is payable semi-annually in arrears on each March 30 and September 30.

(i) repurchase a portion and redeem the remainder of $ 1,600 million of the 7.000 % Senior Secured Notes due March 15, 2024 (the “March 2024 Secured Notes”), representing the remaining outstanding principal balance of the March 2024 Secured Notes and (ii) pay all fees and expenses associated with these transactions.

The June 2028 Senior Secured Notes are redeemable at the option of the Company, in whole or in part, at the redemption prices set forth in the June 2028 Senior Secured Notes indenture, plus accrued and unpaid interest to, but not including, the date of the redemption.

On December 26, 2025, $ 797 million in aggregate principal balance of the June 2028 Senior Secured Notes, were validly tendered and accepted by the Company in connection with the December 2025 Exchange.

The remaining outstanding principal amount of the June 2028 Senior Secured Notes following the December 2025 Exchange is $ 803 million.

2022 Exchange Notes

On September 30, 2022, the Company issued $ 1,774 million aggregate principal amount of 11.00 % First Lien Secured Notes, with a stated interest of 11.00 % per year that is payable semi-annually in arrears on each March 30 and September 30.

The 11.00 % First Lien Secured Notes are redeemable, in whole or in part, at any time at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 11.00 % First Lien Secured Notes indenture.

The 14.00 % Second Lien Secured Notes mature on October 15, 2030, and have stated interest of 14.00 % per year that is payable semi-annually in arrears on each April 15 and October 15.

The 14.00 % Second Lien Secured Notes will be redeemable, in whole or in part, at any time on or after October 15, 2025 at the applicable redemption prices set forth in the 14.00 % Second Lien Secured Notes indenture.

In addition, some or all of the 14.00 % Second Lien Secured Notes may be redeemed prior to October 15, 2025 at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption plus a “make-whole” premium as described in the 14.00 % Second Lien Secured Notes indenture.

At any time prior to October 15, 2025, up to 40 % of the aggregate principal amount of the 14.00 % Second Lien Secured Notes may be redeemed with the net proceeds of certain equity offerings at the redemption price set forth in the 14.00 % Second Lien Secured Notes indenture.

On December 26, 2025, $ 886 million in aggregate principal balance of 11.00 % First Lien Secured Notes, were validly tendered and accepted by the Company in connection with the December 2025 Exchange.

The remaining outstanding principal amount of 11.00 % First Lien Secured Notes following the December 2025 Exchange is $ 888 million.

On September 30, 2022, the Company issued $ 500 million aggregate principal amount of 14.00 % Second Lien Secured Notes due October 15, 2030 (the “ 14.00 % Second Lien Secured Notes”), and have stated interest of 14.00 % per year that is payable semi-annually in arrears on each April 15 and October 15.

The 14.00 % Second Lien Secured Notes are redeemable, in whole or in part, at the applicable redemption prices set forth in the 14.00 % Second Lien Secured Notes indenture.

9.00 % Intermediate Holdco Senior Secured Notes

The 9.00 % Intermediate Holdco Secured Notes mature on January 30, 2028, and have a stated interest of 9.00 % per year that is payable semi-annually in arrears on each January 30 and July 30.

The 9.00 % Intermediate Holdco Secured Notes are redeemable at the option of Intermediate Holdco, in whole or in part, at any time, at par, plus accrued and unpaid interest to, but not including, the date of the redemption.

The 9.00 % Intermediate Holdco Secured Notes are general senior secured obligations of Intermediate Holdco and secured by first priority liens (subject to permitted liens and certain other exceptions) on substantially all of the assets of Intermediate Holdco, which as of December 31, 2024 were comprised of 38.3 % ( 135,099,643 shares) of the issued and outstanding common shares of Bausch + Lomb.

The 9.00 % Intermediate Holdco Secured Notes and Intermediate Holdco’s other obligations under the indenture governing such notes are not obligations or responsibilities of, or guaranteed by, the Company, Bausch + Lomb or any of their respective affiliates or subsidiaries (other than the issuer Intermediate Holdco).

The sole recourse of the holders of the 9.00 % Intermediate Holdco Secured Notes under the 9.00 % Intermediate Holdco Secured Notes and the indenture governing such notes is limited to Intermediate Holdco and its assets.

B+L 8.375 % Senior Secured Notes due 2028 - September 2023 Financing

On September 29, 2023, Bausch + Lomb issued $ 1,400 million aggregate principal amount of 8.375 % Senior Secured Notes due October 2028 (the “B+L October 2028 Secured Notes”).

A portion of the proceeds from the B+L October 2028 Secured Notes, along with the proceeds of the September 2028 Term Loan B Facility, were used to finance the $ 1,750 million upfront payment related to the acquisition of XIIDRA ® and certain other ophthalmology assets from Novartis (as discussed in Note 3, “ACQUISITIONS AND LICENSING AGREEMENTS”) and related acquisition and financing costs.

The B+L October 2028 Secured Notes accrue interest at a rate of 8.375 % per year, payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2024.

The B+L October 2028 Secured Notes are guaranteed by each of Bausch + Lomb’s subsidiaries that is a guarantor under the B+L Amended Credit Agreement (the “Note Guarantors”).

The B+L October 2028 Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure Bausch + Lomb’s obligations under the B+L Amended Credit Agreement under the terms of the indentures governing the B+L October 2028 Secured Notes.

The B+L October 2028 Secured Notes and the guarantees related thereto rank equally in right of repayment with all of Bausch + Lomb’s and Note Guarantors’ respective existing and future unsubordinated indebtedness and senior to Bausch + Lomb’s and Note Guarantors’ respective future subordinated indebtedness.

The Senior Secured Notes and the guarantees related thereto are effectively pari passu with Bausch + Lomb’s and the Note Guarantors’ respective existing and future indebtedness secured by a first priority lien on the collateral securing the B+L October 2028 Secured Notes and effectively senior to Bausch + Lomb’s and the Note Guarantors’ respective existing and future indebtedness that is unsecured, or that is secured by junior liens, in each case to the extent of the value of the collateral.

In addition, the B+L October 2028 Secured Notes are structurally subordinated to:

(i) all liabilities of any of Bausch + Lomb’s subsidiaries that do not guarantee the B+L Senior Secured Notes and (ii) any of Bausch + Lomb’s debt that is secured by assets that are not collateral.

Upon the occurrence of a change in control (as defined in the indentures governing the B+L October 2028 Secured Notes), unless Bausch + Lomb has exercised its right to redeem all of the notes of a series, holders of the B+L October 2028 Secured Notes may require Bausch + Lomb to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L October 2028 Secured Notes are redeemable at the option of Bausch + Lomb, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture, plus accrued and unpaid interest to, but not including, the date of the redemption.

Prior to October 1, 2025, Bausch + Lomb may redeem the B+L October 2028 Secured Notes in whole or in part at a redemption price equal to the principal amount of the Notes redeemed plus a make-whole premium.

Prior to October 1, 2025, Bausch + Lomb may, on any one or more occasions redeem up to 40 % of the aggregate principal amount of the October 2028 Secured Notes at a redemption price of 108.375 % of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption with the proceeds of one or more equity offerings.

In September 2022, 13575209 B.C.

Ltd., an indirect subsidiary of the Company, issued $ 999 million aggregate principal amount of 9.00 % Intermediate Holdco Secured Notes due January 30, 2028 (the “ 9.00 % Intermediate Holdco Secured Notes”).

On April 8, 2025 in connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the 9.00 % Intermediate Holdco Secured Notes.

The redemption of the 9.00 % Intermediate Holdco Secured Notes was accounted for as an extinguishment of debt and the Company incurred a gain on extinguishment of debt of $ 226 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value (which represents the write-off of the unamortized premium).

Bausch + Lomb 8.375 % Senior Secured Notes due 2028

On September 29, 2023, Bausch + Lomb issued $ 1,400 million aggregate principal amount of 8.375 % Senior Secured Notes due October 2028 (the “B+L October 2028 Senior Secured Notes”).

A portion of the proceeds from the B+L October 2028 Senior Secured Notes, along with the proceeds of the B+L September 2028 Term Loan B Facility, were used to finance the $ 1,750 million upfront payment related to the acquisition of XIIDRA ® and certain other ophthalmology assets from Novartis (as discussed in Note 3, “LICENSING AGREEMENTS AND ACQUISITIONS”) and related acquisition and financing costs.

The B+L October 2028 Senior Secured Notes accrue interest at a rate of 8.375 % per year, payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2024.

The B+L October 2028 Senior Secured Notes are guaranteed by each of Bausch + Lomb’s subsidiaries that is a guarantor under the B+L Amended Credit Agreement (the “B+L Note Guarantors”).

The B+L October 2028 Senior Secured Notes and the guarantees related thereto are senior obligations and are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure Bausch + Lomb’s obligations under the B+L Amended Credit Agreement under the terms of the indentures governing the B+L October 2028 Senior Secured Notes.

The B+L October 2028 Senior Secured Notes and their related guarantees rank equally in right of payment with all existing and future unsubordinated indebtedness and rank senior to any future subordinated indebtedness of both Bausch + Lomb and the B+L Note Guarantors.

Additionally, these notes and guarantees are effectively pari passu with any existing and future indebtedness of Bausch + Lomb and the B+L Note Guarantors that is secured by a first-priority lien on the same collateral.

They are effectively senior to any unsecured indebtedness or indebtedness secured by junior liens, in each case to the extent of the value of the collateral securing the B+L October 2028 Senior Secured Notes.

Furthermore, the B+L October 2028 Senior Secured Notes are structurally subordinated to:

(i) all liabilities of Bausch + Lomb’s subsidiaries that do not guarantee the notes and (ii) any of Bausch + Lomb’s debt secured by assets that are not included in the collateral package.

Upon the occurrence of a change in control (as defined in the indentures that govern the B+L October 2028 Senior Secured Notes), unless Bausch + Lomb has exercised its right to redeem all of the notes of a series, holders of the B+L October 2028 Senior Secured Notes may require Bausch + Lomb to repurchase such holders’ notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L October 2028 Senior Secured Notes are redeemable at the option of Bausch + Lomb, in whole or in part, at any time on or after October 1, 2025, at the redemption prices set forth in the indenture.

Bausch + Lomb Senior Secured Notes due January 2031

On June 26, 2025, certain of Bausch + Lomb’s subsidiaries, Bausch + Lomb Netherlands B.V.

and Bausch & Lomb Incorporated (the “B+L Issuers”), issued € 675 million aggregate principal amount of Senior Secured Floating Rate Notes due January 2031 (the “B+L January 2031 Senior Secured Notes”, and together with the B+L October 2028 Senior Secured Notes, the “B+L Senior Secured Notes”).

The proceeds from the B+L January 2031 Senior Secured Notes, along with the proceeds of the B+L January 2031 Term Loan B Facility (as described above), were used by Bausch + Lomb to:

(i) repay in full, outstanding borrowings under the B+L May 2027 Revolving Credit Facility, (ii) refinance, in full, its outstanding term loans due 2027 and (iii) pay related fees and expenses.

The B+L January 2031 Senior Secured Notes accrue interest at a rate per annum of:

(i) three-month EURIBOR (subject to a 0 % floor) plus (ii) 3.875 %, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, which commenced on January 15, 2026.

At December 31, 2025, the B+L January 2031 Senior Secured Notes bore interest at 5.87 % per annum.

The B+L January 2031 Senior Secured Notes are guaranteed by Bausch + Lomb and each of its subsidiaries (other than the B+L Issuers) that is a guarantor under the B+L Amended Credit Agreement (collectively, the “B+L 2031 Note Guarantors”).

The B+L January 2031 Senior Secured Notes and the guarantees related thereto are senior obligations and are secured,

subject to permitted liens and certain other exceptions, by the same first priority liens that secure the borrowings under the B+L Amended Credit Agreement and the obligations under the B+L October 2028 Senior Secured Notes.

The B+L January 2031 Senior Secured Notes and their related guarantees rank pari passu in right of payment with all existing and future unsubordinated indebtedness and rank senior to any existing and future indebtedness of both the B+L Issuers and the B+L 2031 Note Guarantors that is expressly subordinated to the B+L January 2031 Senior Secured Notes and the related guarantees.

These notes and guarantees are effectively pari passu with the existing and future indebtedness of the B+L Issuers and the B+L 2031 Note Guarantors that is secured by a first-priority lien on the collateral securing the obligations under the B+L Senior Secured Credit Facilities and the B+L Senior Secured Notes.

They are also effectively senior to any unsecured indebtedness and indebtedness secured by junior liens, in each case to the extent of the value of the shared collateral.

In addition, the B+L January 2031 Senior Secured Notes are:

(i) structurally subordinated to all liabilities of Bausch + Lomb’s subsidiaries (other than the B+L Issuers) that do not guarantee the notes, to the extent of the value of those subsidiaries’ assets and (ii) effectively subordinated to any of Bausch + Lomb’s debt secured by assets that are not included in the collateral package.

Upon the occurrence of a change in control (as defined in the indenture governing the B+L January 2031 Senior Secured Notes), unless the B+L Issuers have exercised their right to redeem all of the B+L January 2031 Senior Secured Notes, holders of the B+L January 2031 Senior Secured Notes may require the B+L Issuers to repurchase such holders’ B+L January 2031 Senior Secured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof plus accrued and unpaid interest, but not including, the date of purchase.

The B+L January 2031 Senior Secured Notes are redeemable at the option of the B+L Issuers, in whole or in part, at any time on or after June 30, 2026, at a redemption price of 100.000 % of the principal amount thereof, redeemed plus accrued and unpaid interest to, but not including, the date of redemption.

Prior to June 30, 2026, the B+L Issuers may redeem the B+L January 2031 Senior Secured Notes in whole or in part at a redemption price equal to the principal amount of the B+L January 2031 Senior Secured Notes redeemed plus a make-whole premium.

Prior to June 30, 2026, the B+L Issuers may on any one or more occasions redeem up to 40 % of the aggregate principal amount of the B+L January 2031 Senior Secured Notes at a redemption price of 103.875 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of redemption with the net cash proceeds of one or more equity offerings, subject to certain conditions.

Senior Unsecured Notes

The Senior Unsecured Notes issued by the Company are the Company’s senior unsecured obligations and are jointly and severally guaranteed on a senior unsecured basis by each of its subsidiaries that is a guarantor under the Senior Secured Credit Facilities.

The Senior Unsecured Notes issued by BHA are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Senior Secured Credit Facilities.

The Senior Unsecured Notes issued by Bausch Health Americas, Inc.

(“BHA”) are senior unsecured obligations of BHA and are jointly and severally guaranteed on a senior unsecured basis by the Company and each of its subsidiaries (other than BHA) that is a guarantor under the Existing Senior Secured Notes.

Future subsidiaries of the Company and BHA, if any, may be required to guarantee the Senior Unsecured Notes.

If the Company experiences a change in control, the Company may be required to make an offer to repurchase each series of Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101 % of the aggregate principal amount of the Senior Unsecured Notes repurchased, plus accrued and unpaid interest.

126NumberCo and 153NumberCo are non-guarantor restricted subsidiaries with respect to the Senior Unsecured Notes.

On November 29, 2022, the Company designated 126NumberCo as an unrestricted subsidiary of the Company in accordance with the terms of the Company’s debt documents.

In connection therewith, all of the subsidiaries of 126NumberCo, including Bausch + Lomb and its subsidiaries, became unrestricted subsidiaries of the Company and, as a result, are not subject to the covenants under the Bausch Health debt documents, and the earnings and net debt of Bausch + Lomb, as defined in the relevant debt documents, are also not included in the calculation of the Company’s financial maintenance covenant.

In March 2025, in connection with the April 2025 Refinancing Transactions, 126NumberCo was re-designated as a restricted subsidiary of the Company, however, Bausch + Lomb and its subsidiaries continue to be unrestricted subsidiaries of the Company.

As of December 31, 2025, 126NumberCo, directly or indirectly, held approximately 88 % of the issued and outstanding shares of Bausch + Lomb.

Upon the occurrence of a change in control (as defined in the indentures that govern the Senior Unsecured Notes), holders of the Senior Unsecured Notes may require the Company or BHA, as applicable, to repurchase such holder’s Senior Unsecured Notes, in whole or in part, at a purchase price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date applicable to the Senior Unsecured Notes.

In August 2025, the Company repurchased and retired its outstanding 9.25 % Senior Unsecured Notes with an aggregate par value of approximately $ 602 million using cash on hand, for an aggregate cost of approximately $ 601 million (the “August 2025 Repurchase Activity”).

Redemption of April 2025 Unsecured Notes

8 unchanged sentences

On May 10, 2022, the Company notified the Trustee and holders of its outstanding December 2025 Unsecured Notes that the conditions to its previously announced redemption would not be satisfied, and the conditional redemption was cancelled.

In connection with the closing of the B+L IPO, the discharge of the April 2025 Unsecured Notes Indenture and the related release in respect of the 2018 Restated Credit Agreement as described above, the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released.

6.125 % Senior Unsecured Notes due 2025

On March 27, 2015, VRX Escrow Corp., a newly formed wholly owned subsidiary of the Company, issued $ 3,250 million aggregate principal amount of 6.125 % Senior Unsecured Notes due 2025 (the “April 2025 Unsecured Notes”) in a private placement.

The April 2025 Unsecured Notes accrue interest at the rate of 6.125 % per year, payable semi-annually in arrears.

Throughout 2021, the Company repaid, in aggregate, $ 600 million of the April 2025 Unsecured Notes.

As noted above, the April 2025 Unsecured Notes were redeemed and discharged in the second quarter of 2022.

In connection with the closing of the B+L IPO, the discharge of the April 2025 Unsecured Notes Indenture and the related release in respect of the predecessor agreement to the 2022 Amended Credit Agreement (the “2018 Restated Credit Agreement”), the guarantees and related security provided by Bausch + Lomb and its subsidiaries in respect of the existing senior notes of the Company and BHA were released.

9.000 % Senior Unsecured Notes due 2025

1 unchanged sentence

The related fees and expenses were paid using cash on hand.

The December 2025 Unsecured Notes accrue interest at the rate of 9.000 % per year, payable semi-annually in arrears on each of June 15 and December 15.

The Company may redeem all or a portion of the December 2025 Unsecured Notes, at the applicable redemption prices set forth in the December 2025 Unsecured Notes indenture, plus accrued and unpaid interest to the date of redemption.

On September 30, 2022, $ 541 million in aggregate principal balance of the December 2025 Unsecured Notes were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

In December 2023, $ 4 million in aggregate principal balance of the December 2025 Unsecured Notes were purchased in the open market and retired.

In January 2024 and May 2024, $ 420 million in aggregate principal balance were purchased in the open market and in privately negotiated transaction and retired.

In January 2024 and May 2024, $ 420 million in aggregate principal balance were purchased in the open market and in a privately negotiated transaction and retired.

During April 2025, in connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the December 2025 Unsecured Notes.

9.250 % Senior Unsecured Notes due 2026

1 unchanged sentence

All fees and expenses associated with these transactions were paid with cash on hand.

The April 2026 Unsecured Notes accrue interest at the rate of 9.250 % per year, payable semi-annually in arrears on each of April 1 and October 1.

BHA may redeem all or a portion of the April 2026 Unsecured Notes at the applicable redemption prices set forth in the April 2026 Unsecured Notes indenture, plus accrued and unpaid interest to the date of redemption.

On September 30, 2022, $ 752 million in aggregate principal balance of the April 2026 Unsecured Notes were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

In December 2023, $ 4 million in aggregate principal balance of the April 2026 Unsecured Notes were purchased in the open market and retired.

In January 2024, $ 135 million in aggregate principal balance were purchased in the open market and retired.

During August 2025, the Company repurchased and retired the remaining outstanding April 2026 Unsecured Notes.

8.500 % Senior Unsecured Notes due 2027

4 unchanged sentences

BHA may redeem all or a portion of the January 2027 Unsecured Notes at the applicable redemption prices set forth in the January 2027 Unsecured Notes indenture, plus accrued and unpaid interest to the date of redemption.

On September 30, 2022, $ 1,099 million in aggregate principal balance of the 8.500 % January 2027 Unsecured Notes were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

7.000 % Senior Unsecured Notes due 2028 and 7.250 % Senior Unsecured Notes due 2029

4 unchanged sentences

The 7.000 % January 2028 Unsecured Notes and the May 2029 Unsecured Notes are redeemable at the option of the Company, in whole or in part, at any time, at the redemption prices set forth in the respective indentures, plus accrued and unpaid interest to, but not including, the date of the redemption.

On September 30, 2022, $ 540 million and $ 373 million in aggregate principal balance of the 7.000 % January 2028 Unsecured Notes and 7.250 % May 2029 Unsecured Notes, respectively, were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

5.000 % Senior Unsecured Notes due 2028 and 5.250 % Senior Unsecured Notes due 2030

5 unchanged sentences

The 5.000 % January 2028 Unsecured Notes and the January 2030 Unsecured Notes are redeemable at the option of the Company, in whole or in part, at any time, at the redemption prices set forth in the respective indentures, plus accrued and unpaid interest to, but not including, the date of the redemption.

On September 30, 2022, $ 710 million and $ 332 million in aggregate principal balance of the 5.000 % January 2028 Unsecured Notes and the January 2030 Unsecured Notes, respectively, were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

6.250 % Senior Unsecured Notes due 2029

1 unchanged sentence

The proceeds and cash on hand were used to:

(i) repurchase $ 1,250 million aggregate principal amount of the outstanding March 2022 Secured Notes, (ii) prepay $ 303 million of mandatory amortization scheduled for payment in 2022 under the Company’s June 2025 and November 2025 Term Loan B Facilities and (iii) pay all fees and expenses associated with these transactions, The 6.250 % February 2029 Unsecured Notes accrue interest at the rate of 6.250 % per year, payable semi-annually in arrears on each of February 15 and August 15.

(i) repurchase $ 1,250 million aggregate principal amount of the outstanding March 2022 Secured Notes, (ii) prepay $ 303 million of mandatory amortization scheduled for payment in 2022 under the Company’s June 2025 and November 2025 Term Loan B Facility and (iii) pay all fees and expenses associated with these transactions, The 6.250 % February 2029 Unsecured Notes accrue interest at the rate of 6.250 % per year, payable semi-annually in arrears on each of February 15 and August 15.

The Company may redeem all or a portion of the 6.250 % February 2029 Unsecured Notes at the applicable redemption prices set forth in the 6.250 % February 2029 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption.

On September 30, 2022, $ 540 million in aggregate principal balance of the 6.250 % February 2029 Unsecured Notes were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

5.000 % Senior Unsecured Notes due 2029 and 5.250 % Senior Unsecured Notes due 2031

2 unchanged sentences

The February 2031 Unsecured Notes accrue interest at the rate of 5.250 % per year, payable semi-annually in arrears on each of February 15 and August 15.

The Company may redeem all or a portion of the 5.000 % February 2029 Unsecured Notes at any time prior to February 15, 2024, at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium.

In addition, at any time prior to February 15, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the outstanding 5.000 % February 2029 Unsecured Notes with the net proceeds of certain equity offerings at the redemption price set forth in the 5.000 % February 2029 Unsecured Notes indenture.

On or after February 15, 2024, the Company may redeem all or a portion of the 5.000 % February 2029 Unsecured Notes at the applicable redemption prices set forth in the 5.000 % February 2029 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption.

The Company may redeem all or a portion of the February 2031 Unsecured Notes at any time prior to February 15, 2026, at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a “make-whole” premium.

On or after February 15, 2026, the Company may redeem all or a portion of the February 2031 Unsecured Notes at the applicable redemption prices set forth in the February 2031 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption.

On September 30, 2022, $ 371 million and $ 336 million in aggregate principal balance of the 5.000 % February 2029 Unsecured Notes and 5.250 % February 2031 Unsecured Notes, respectively, were validly tendered and accepted by the Company in connection with the 2022 Exchange noted above.

The Company may redeem all or a portion of the 5.000 % February 2029 Unsecured Notes at the applicable redemption prices set forth in the 5.000 % February 2029 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption.

The Company may redeem all or a portion of the February 2031 Unsecured Notes at the applicable redemption prices set forth in the February 2031 Unsecured Notes indenture, plus accrued and unpaid interest to, but not including, the date of redemption.

2022 Exchange

On September 30, 2022, the Company closed a series of transactions whereby it exchanged (the “2022 Exchange”) validly tendered senior unsecured notes with an aggregate outstanding principal balance of $ 5,594 million for $ 3,125 million in aggregate principal balance of newly issued secured notes, a reduction of outstanding principal of $ 2,469 million.

The secured notes issued in the 2022 Exchange consisted of:

(i) $ 1,774 million in aggregate principal amount of the 11.00 % First Lien Secured Notes issued by the Company, (ii) $ 352 million in aggregate principal amount of new 14.00 % Second Lien Secured Notes (the 14.00 % Second Lien Secured Notes and, together with the 11.00 % First Lien Secured Notes, the “2022 Exchange Notes”) issued by the Company and (iii) $ 999 million in aggregate principal amount of new 9.00 % Intermediate Holdco Secured Notes, together with the 2022 Exchange Notes, the “2022 Secured Notes”) issued by 1375209 B.C.

Ltd, an existing indirect wholly-owned unrestricted subsidiary of the Company.

The Company performed an assessment of the 2022 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under ASC 470-60.

As a result of the application of this accounting, the difference between the principal amount of the 2022 Secured Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s Consolidated Balance Sheet.

As of December 31, 2025, the remaining premium on the 2022 Secured Notes was $ 493 million, which is being reduced as contractual interest payments are made on the 2022 Secured Notes.

During 2025 and 2024, the Company made contractual interest payments of $ 312 million and $ 334 million, respectively, related to the 2022 Secured Notes, of which $ 276 million and $ 295 million, respectively, was recorded as a reduction of the premium.

On April 8, 2025, in connection with the April 2025 Refinancing Transactions, the Company repaid in full and terminated the 9.00 % Intermediate Holdco Secured Notes.

In connection with the December 2025 Exchange (as detailed above), the Company exchanged $ 886 million in aggregate principal amount of 11.00 % First Lien Secured Notes with unamortized premiums of $ 263 million for $ 903 million of aggregate principal amount of 2032 Senior Secured Notes.

This exchange was accounted for as a modification of debt, and accordingly the unamortized premium associated with the exchanged 11.00 % First Lien Secured Notes will now be amortized over the remaining term of the newly issued 2032 Senior Secured Notes.

Weighted Average Stated Rate of Interest

4 unchanged sentences

Such repurchases or exchanges, if any, will depend on prevailing market conditions, future liquidity requirements, contractual restrictions and other factors.

In connection with the April 2025 Refinancing Transactions, the August 2025 Repurchase Activity, the AR Credit Facility termination and the B+L 2025 Refinancing Activity, the Company recognized a net gain on extinguishment of debt of $ 162 million in 2025.

In January 2024 and May 2024, the Company repurchased and retired a portion of the December 2025 Unsecured Notes and the April 2026 Unsecured Notes with an aggregate par value of approximately $ 555 million, for an aggregate cost of approximately $ 530 million.

1 unchanged sentence

In December 2023, the Company, through a series of transactions repurchased and retired outstanding senior unsecured notes with an aggregate par value of $ 8 million in the open market, for an aggregate cost of $ 7 million and recognized a net gain of approximately $ 1 million.

In June 2022 and December 2022, the Company repurchased and retired certain outstanding Senior Notes with an aggregate par value of $ 927 million in the open market, for an aggregate cost of $ 550 million.

In connection with these repurchases, the Company recognized a gain of $ 369 million, net of write-offs of debt premiums, discounts and deferred issuance costs, on extinguishment of debt which represents the differences between the amounts paid to settle the extinguished debt and its carrying value.

In September 2022, the Company completed the 2022 Exchange and recorded a net gain on extinguishment of debt of $ 570 million as described above.

In connection with (i) the repayment of the June 2025 Term Loan B Facility, November 2025 Term Loan B Facility and 2023 Revolving Credit Facility and (ii) the redemption of April 2025 Unsecured Notes, the Company incurred a loss on extinguishment of debt of $ 64 million representing the difference between the amount paid to settle the extinguished debt and the extinguished debt’s carrying value.

Maturities and Mandatory Payments

5 unchanged sentences

Total long-term debt and other $ 20,817

The Company regularly evaluates market conditions, its liquidity profile and available financing alternatives, and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings of a portion of its holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage its debt maturities and improve its capital structure and liquidity.

The principal value of debt obligations due in 2025 includes $ 1,680 million of 5.50 % Senior Secured Notes due on November 1, 2025 and the $ 535 million of 9.00 % Senior Unsecured Notes due on December 15, 2025.

The principal value of the debt obligations due in 2026 includes $ 602 million of 9.25 % Senior Unsecured Notes due on April 1, 2026.

The Company believes that its existing sources of liquidity, including current cash balances, cash generated from operations, and availability under its Revolving Credit Facility, AR Credit Facility and Bridge Facility (as discussed below) will be sufficient to meet these debt obligations at or prior to their maturity.

The Company’s ability to satisfy its remaining debt obligations will depend upon its future operating performance, as well as its continuing efforts to improve its balance sheet, including raising new capital, refinancing debt, and/or monetizing a portion of the Company’s holdings of common shares of Bausch + Lomb.

The Company’s ability to raise new capital or refinance its debt or monetize a portion of its holdings of common shares of Bausch + Lomb, will depend on the capital markets and its financial condition at such times.

The Company’s financing initiatives will also depend upon factors including prevailing economic conditions and financial, business and other factors, many of which are beyond its control.

If the Company is unable to refinance on terms acceptable to the Company, whether because of the condition of the capital markets or the Company’s own financial condition, it may be unable to raise new capital or to restructure or refinance its debt, or to do so on terms that are favorable to the Company.

Under the 2022 Amended Credit Agreement, there is no Excess Cash Flow payment due for 2024.

Bridge Facility

On February 11, 2025, 1261229 B.C.

Ltd., entered into a commitment with a third-party lender to provide a senior secured bridge loan facility in an aggregate principal amount of up to $ 700 million, subject to limitations based on the value of the collateral (the “Bridge Facility”).

The obligations to fund the Bridge Facility terminate after September 9, 2025, and are subject to customary terms and conditions.

If funded, collateral for the Bridge Facility would include a portion of the Bausch + Lomb shares owned by the Company.

The Bridge Facility, if funded, will mature 364 days from the date of funding and is expected to bear interest at the Company’s option, at either:

(a) the term SOFR rate subject to a floor of 0.50 % per annum plus 475 basis points per annum or (b) the Alternate Base Rate plus 375 basis points per annum, in each case subject to customary step ups prior to maturity.

In the event the Bridge Facility is funded, the sole recourse of any Bridge Facility lender would be limited to 1261229 B.C.

and the collateral granted by it.

Bausch + Lomb January 2026 Refinancing Activity

In January 2026, Bausch + Lomb entered into a refinancing transaction to extend its maturities and lower its interest rates.

The refinancing transaction consisted of entering into a term loan facility in the form of a refinancing amendment (the “B+L January 2026 Credit Facility Amendment”) to the existing B+L credit agreement, and consisted of $ 2,802 million of new term loans maturing on January 15, 2031 (the “B+L January 2031 Refinancing Term Facility”).

The proceeds from the B+L January 2031 Refinancing Term Facility were used to refinance the B+L September 2028 Term Loan B Facility and the B+L January 2031 Term Loan B Facility.

The maturity table above excludes the impact of the B+L January 2026 Credit Facility Amendment.

Borrowings under the B+L January 2031 Refinancing Term Facility bear interest at a rate per annum equal to, at the option of Bausch + Lomb, either:

(i) a term SOFR-based rate, plus an applicable margin of 3.75 %, or (ii) a U.S.

dollar base rate, plus an applicable margin of 2.75 %.

The amortization rate for the B+L September 2028 Term Loan B Facility is 1.00 % per annum, or $ 28 million, payable in quarterly installments.

The Company regularly evaluates market conditions, its liquidity profile and available financing alternatives, and may consider executing opportunistic financing transactions, including but not limited to, refinancing or restructuring consolidated indebtedness, issuing new debt instruments, divesting of assets or businesses and issuing equity or equity-linked securities (including secondary offerings or other monetization of a portion of its holdings of common shares of Bausch + Lomb), as deemed appropriate, to manage its debt maturities and improve its capital structure and liquidity.

PENSION AND POSTRETIREMENT EMPLOYEE BENEFIT PLANS

51 unchanged sentences

Benefits paid ( 16 ) ( 15 ) ( 5 ) ( 5 ) ( 2 ) ( 2 )

Actuarial (gain) loss ( 3 ) 3 1 8 ( 1 ) —

Actuarial loss (gain) 4 ( 3 ) ( 12 ) 1 — ( 1 )

Currency translation adjustments — — 14 ( 10 ) — —

23 unchanged sentences

These contributions are determined based upon recommendations made by the actuary under accepted actuarial principles.

In 2025, the Company expects to contribute $ 0 , $ 3 million and $ 3 million to the U.S.

In 2026, the Company expects to contribute $ 3 million, $ 4 million and $ 3 million to the U.S.

pension benefit plan, the non-U.S.

22 unchanged sentences

Rate of compensation increase 3.74 % 3.71 % 3.71 %

Interest crediting rate — — —

Pension Benefit Plans U.S.

7 unchanged sentences

Rate of compensation increase 3.72 % 3.74 %

Interest crediting rate — —

The expected long-term rate of return on plan assets was developed based on a capital markets model that uses expected asset class returns, variance and correlation assumptions.

30 unchanged sentences

The table below presents total plan assets by investment category as of December 31, 2025 and 2024 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value.

There were no transfers between Level 1 and Level 2 during 2024 and 2023.

There were no transfers between Level 1, Level 2 or Level 3 during 2025 and 2024.

Pension Benefit Plans - U.S.

38 unchanged sentences

The Company contributed $ 54 million, $ 51 million and $ 49 million to these plans during the years ended December 31, 2025, 2024 and 2023, respectively.

Right-of-use assets and lease liabilities associated with the Company’s operating leases are included in the Consolidated Balance Sheets as of December 31, 2024 and 2023 as follows:

As disclosed in detail in Note 2, “SIGNIFICANT ACCOUNTING POLICIES”, the Company leases certain facilities, vehicles and equipment principally under multi-year agreements.

In 2025, Bausch + Lomb entered into a sale and master lease agreement with a third party.

Under this agreement, in October 2025, Bausch + Lomb sold various fixed asset equipment, for a sale price of $ 36 million, and then leased the equipment back through a three-year leaseback transaction.

This transaction did not qualify as a sale under the applicable accounting guidance, and, as such, the associated equipment remained included within Property, plant and equipment, net.

The Company refers to these failed sale-leasebacks as “financial leases” and recorded the related obligations in Financial leases and Non-current portion of Financial leases in the Consolidated Balance Sheets.

Right-of-use assets and lease liabilities associated with the Company’s operating leases and fixed asset equipment and financial lease associated with Bausch + Lomb’s lease back transaction are included in the Consolidated Balance Sheets as of December 31, 2025 and 2024 as follows:

(in millions) 2025 2024

1 unchanged sentence

Other non-current assets $ 215 $ 211

Fixed asset equipment included in:

Property, plant and equipment, net $ 36 $ —

Lease liabilities included in:

1 unchanged sentence

Other non-current liabilities 167 165

Financial leases

Non-current portion of financial leases

Total lease liabilities $ 262 $ 223

As of December 31, 2024, 2023 and 2022 the Company’s finance leases were no t material and for the years 2024, 2023 and 2022, sub-lease income and short-term lease expense were no t material.

As of December 31, 2025, 2024 and 2023 the Company’s finance leases were not material and for the years 2025, 2024 and 2023, sub-lease income and short-term lease expense were no t material.

In December 2023, the Company exercised an option to early terminate the lease period for an office building in Bridgewater, New Jersey.

4 unchanged sentences

Variable operating lease costs $ 21 $ 21 $ 16

Other information related to operating leases for 2024, 2023 and 2022 is as follows:

Interest on financial leases $ 1 $ — $ —

Other information related to operating leases and other financial liabilities for 2025, 2024 and 2023 is as follows:

(in millions) 2025 2024 2023

Cash paid from operating cash flows for amounts included in the measurement of lease liabilities $ 86 $ 85 $ 73

Cash paid from operating cash flows for financial leases $ 1 $ — $ —

Cash paid from financing cash flows for financial leases $ 2 $ — $ —

Cash received from financing cash flows for financial leases $ 36 $ — $ —

Right-of-use assets obtained in exchange for new operating lease liabilities $ 60 $ 86 $ 27

Weighted-average remaining lease term 6.2 years 5.5 years 6.4 years

Weighted-average discount rate 7.9 % 7.1 % 6.5 %

As of December 31, 2024, future payments under noncancelable operating leases for each of the five succeeding years ending December 31 and thereafter are as follows:

(in millions)

Weighted-average remaining lease term - operating leases 6.1 years 6.2 years 5.5 years

Weighted-average remaining lease term - financial leases 2.8 years — —

Weighted-average discount rate - operating leases 8.1 % 7.9 % 7.1 %

Weighted-average discount rate - financial leases 7.5 % — —

As of December 31, 2025, future payments under noncancelable operating leases, and under the leaseback agreement that did not qualify as a sale, for each of the five succeeding years ending December 31 and thereafter are as follows:

(in millions) Operating Leases Financial Leases

2026 $ 77 $ 13

Thereafter 72 —

4 unchanged sentences

SHARE-BASED COMPENSATION

Bausch Health’s Long-Term Incentive Plan

In May 2014, shareholders approved Bausch Health’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which replaced Bausch Health’s 2011 Omnibus Incentive Plan (the “2011 Plan”) for future equity awards granted by the Company.

The Company transferred the common shares available under the 2011 Plan to the 2014 Plan.

The maximum number of common shares that may be issued to participants under the 2014 Plan was initially 18,000,000 common shares, plus the number of common shares under the 2011 Plan reserved but unissued and not underlying outstanding awards and the number of common shares becoming available for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered under the 2011 Plan and the Company’s 2007 Equity Compensation Plan.

The 2014 Plan was amended and restated effective April 30, 2018, April 28, 2020, June 21, 2022 and May 16, 2023 to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan.

In May 2014, shareholders approved Bausch Health’s 2014 Omnibus Incentive Plan (the “2014 Plan”) which has been amended from time to time to, among other things, increase the number of common shares authorized for issuance under the 2014 Plan.

Effective May 14, 2024, Bausch Health further amended and restated the 2014 Plan, as subsequently amended and restated (the “Amended and Restated 2014 Plan”).

Such amendment and restatement increased the number of common shares authorized for issuance under the Amended and Restated 2014 Plan by an additional 20,000,000 common shares.

Approximately 25,890,000 common shares were available for future grants as of December 31, 2025.

The Company uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.

Bausch Health’s Long-Term Incentive Plan

Bausch Health has a long-term incentive program with the objective of aligning the share-based awards granted to senior management with the Company’s focus on generating operating cash flow while maintaining focus on improving total shareholder return (“TSR”) over the long-term.

The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs.

Performance-based RSUs are

comprised of awards that vest upon the attainment of certain targets that are based on the Company’s adjusted operating cash flow (“Adjusted Operating Cash Flow”) with a TSR modifier.

The share-based awards granted under this long-term incentive program may consist of time-based stock options, time-based restricted stock units (“RSUs”) and performance-based RSUs.

Performance-based RSUs are comprised of awards that vest upon the attainment of certain targets that are based on the Company’s adjusted operating cash flow (“Adjusted Operating Cash Flow”) with a TSR modifier.

The following table summarizes the components and classification of the Company’s share-based compensation expense related to stock options and RSUs for the years 2025, 2024 and 2023:

9 unchanged sentences

The exercise price of any stock option granted under the 2011 Plan and the Amended and Restated 2014 Plan will not be less than the closing price per common share on the date of grant.

Stock options generally vest 33 % and 25 % each year over a three-year and four-year period, respectively, on the anniversary of the date of grant.

There were no stock options granted in 2024.

The fair values of all stock options granted for the years 2023 and 2022 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

2024 2023 2022

Expected stock option life (years) N/A 3.0 3.0

Expected volatility N/A 76.1 % 37.8 %

Risk-free interest rate N/A 4.8 % 1.8 %

Expected dividend yield N/A — % — %

Stock options generally vest 33 % each year over a three-year period, on the anniversary of the date of grant.

There were no stock options granted in 2025 and 2024.

The fair values of all stock options granted in 2023 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected stock option life (years) 3.0

Expected volatility 76.1 %

Risk-free interest rate 4.8 %

Expected dividend yield — %

The expected stock option life was determined based on historical exercise and forfeiture patterns.

10 unchanged sentences

Outstanding, January 1, 2025

Granted — $ —

Exercised — $ —

Expired or forfeited ( 2.7 ) $ 24.89

5 unchanged sentences

5.1 $ 22.43 4.2 $ —

The weighted-average fair values of all stock options granted in 2024, 2023 and 2022 were $ 0 , $ 4.87 and $ 6.60 , respectively.

The total intrinsic values of stock options exercised in 2024, 2023 and 2022 were $ 0 , $ 0 and $ 1 million, respectively.

Proceeds received on the exercise of stock options in 2024, 2023 and 2022 were $ 0 , $ 0 and $ 3 million, respectively.

As of December 31, 2024, the total remaining unrecognized compensation expense related to non-vested stock options amounted to $ 1 million, which will be amortized over the weighted-average remaining requisite service period of approximately 0.9 years.

The weighted-average fair values of all stock options granted in 2023 were $ 4.87 .

No stock options were exercised in 2025, 2024 and 2023.

As of December 31, 2025, the total remaining unrecognized compensation expense related to non-vested stock options amount to less than $ 1 million, which will be amortized over the weighted-average remaining requisite service period of approximately 0.2 years.

RSUs generally vest 33 % a year over a three-year period.

25 unchanged sentences

If the Company’s performance is below a specified performance level, no common shares will be paid.

The fair value of each Adjusted Operating Cash Flow performance-based RSU and TSR performance-based RSU granted during 2024 and 2023, respectively, was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved.

For the ROTC performance-based RSUs granted in 2022, the fair value was estimated based on the trading price of the Company’s common shares on the date of grant.

The fair value of each Adjusted Operating Cash Flow performance-based RSU granted during 2025, 2024 and 2023 respectively, was estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved.

Expense recognized for the performance-based RSUs in each reporting period reflects the Company’s latest estimate of the number of performance-based RSUs that are expected to vest.

If the performance-based RSUs do not ultimately vest due to the targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed.

There were no performance-based RSUs granted in 2022.

The fair values of performance-based RSUs granted during 2025, 2024 and 2023 were estimated with the following assumptions:

2025 2024 2023

Contractual term (years) 3 3 N/A

Expected Company share volatility 64 % 76 % N/A

Risk-free interest rate 4 % 5 % N/A

Contractual term (years) 2.2 3.0 3.0

Expected Company share volatility 64 % 64 % 76 %

Risk-free interest rate 4 % 4 % 5 %

The expected company share volatility was determined based on implied volatility in the market traded options of the Company’s common stock.

11 unchanged sentences

A maximum of approximately 6,606,000 common shares could be issued upon vesting of the performance-based RSUs outstanding as of December 31, 2025.

Bausch Health 2025 Employee Stock Purchase Plan

On May 13, 2025, the shareholders of the Company approved the Bausch Health Companies Inc.

2025 Employee Stock Purchase Plan (the “ESPP”).

The ESPP provides eligible employees with an opportunity to purchase common shares from the Company at a discount through accumulated payroll deductions.

The ESPP will be implemented through a series of offering periods to eligible employees.

Under the ESPP, the offering periods will have a duration of six months commencing on June 1 or December 1 and ending on November 30 or May 31, respectively.

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the lower of the fair market value per common share on either the grant date or the purchase date.

The first offering period to purchase common shares under the ESPP is December 1, 2025 through May 31, 2026.

The fair value of all ESPP awards expected to be granted for the period December 1, 2025 through May 31, 2026 was less than $ 1 million and was estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected term (years) 0.5

Expected volatility 54.7 %

Risk-free interest rate 3.7 %

Expected dividend yield — %

Bausch + Lomb Long-Term Incentive Plan

Prior to May 5, 2022, Bausch + Lomb participated in Bausch Health’s long-term incentive program.

Effective May 5, 2022, Bausch + Lomb established the Omnibus Plan (the “B+L Plan”).

Effective April 24, 2023, Bausch + Lomb’s shareholders approved an amendment and restatement of the Plan to increase the number of shares authorized for issuance thereunder by an additional 10,000,000 common shares, resulting in an aggregate 38,000,000 common shares of Bausch + Lomb are authorized under the B+L Plan.

At Bausch + Lomb’s annual meeting of shareholders held on May 29, 2024, Bausch + Lomb’s shareholders approved a further amendment and restatement of the B+L Plan to increase the number of shares authorized for issuance thereunder by an additional 14,000,000 common shares, resulting in an aggregate

52,000,000 common shares of Bausch + Lomb authorized for issuance under the B+L Plan.

Effective May 5, 2022, Bausch + Lomb established the Bausch + Lomb Corporation 2022 Omnibus Incentive Plan (as subsequently amended and restated, the “B+L Plan”) and a total of 28,000,000 common shares of Bausch + Lomb were originally authorized for issuance under the B+L Plan.

The B+L Plan was amended and restated effective April 24, 2023, and further amended and restated on May 29, 2024, to increase the number of shares authorized for issuance thereunder, resulting in an aggregate 52,000,000 common shares of Bausch + Lomb authorized for issuance under the B+L Plan.

The B+L Plan provides for the grant of various types of awards including RSUs, restricted stock, stock appreciation rights, stock options, performance-based awards and cash awards.

Under the B+L Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date.

Under the B+L Plan, the exercise price of awards, if any, is set

on the grant date and may not be less than the fair market value per share on that date.

Generally, stock options have a term of ten years and a three-year vesting period, subject to limited exceptions.

1 unchanged sentence

The share-based awards granted under this long-term incentive program consist of time-based stock options, time-based RSUs and performance-based RSUs (“PSUs”).

The stock options and RSUs also include awards granted in connection with the B+L IPO (the “IPO Founder Grants”), for which the time-based vesting conditions were linked to the completion of the Separation.

The PSUs are comprised of awards that vest upon:

(i) achievement of certain share price appreciation conditions, including absolute and relative total shareholder return (“TSR”) (the “TSR PSUs”), (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth (the “Organic Revenue Growth PSUs”) and (iii) outperformance of performance goals, based on the level of achievement of:

(i) achievement of certain share price appreciation conditions, including absolute and relative TSR (the “TSR PSUs”), (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth (the “Organic Revenue Growth PSUs”) and (iii) outperformance of performance goals, based on the level of achievement of:

(a) a revenue metric (measured for fiscal year 2026) and (b) relative TSR metric (if applicable) (“OPG PSU”).

1 unchanged sentence

Each vested PSU represents the right of a holder to receive a number of Bausch + Lomb’s common shares up to a specified maximum.

The Talent and Compensation Committee of the B+L Board of Directors approved a PSU award for a limited number of key B+L senior leaders (the “B+L Executives”), effective as of February 28, 2024, including each of B+L’s current named executive officers.

This OPG PSU award is designed to reward the B+L Executives for achieving significant outperformance of performance goals that Bausch + Lomb believes would ultimately deliver substantial value to shareholders if achieved.

The OPG PSUs may be earned between 0 % and 300 % based on the level of achievement of:

(i) a revenue metric (measured for fiscal year 2026) and (ii) a relative TSR metric for B+L (if applicable).

Any OPG PSUs that are earned will vest on February 28, 2027, subject generally to the B+L Executive’s continued employment through such date, except in limited circumstances set forth in the applicable award agreement.

During July 2024, the Talent and Compensation Committee of the B+L Board of Directors approved certain amendments to:

(i) the TSR performance metric of certain PSU awards, including the previously granted OPG PSU and (ii) the time-based vesting conditions of the IPO Founder Grants.

The Company began accounting for these modifications during the quarter ended September 30, 2024.

These modifications did not have a material impact on the Consolidated Financial Statements during the year 2024.

Approximately 13,800,000 Bausch + Lomb common shares were available for future grants as of December 31, 2025 under the B+L Plan.

Bausch + Lomb uses reserved and unissued common shares to satisfy its obligations under its share-based compensation plans.

In July 2025, the Talent and Compensation Committee of Bausch + Lomb approved certain amendments to the employment agreement by and between Brent Saunders, Chief Executive Officer (the “B+L CEO”) and Chair of the Board of Directors of Bausch + Lomb, and Bausch + Lomb, dated as of February 14, 2023, and the award agreement underlying certain performance stock units previously granted to Mr.

Saunders in connection with his appointment as the B+L CEO (the “New Hire PSUs”).

The amendments to the New Hire PSUs provided that the New Hire PSUs will now vest and payout between 120 % - 330 % of the target award on February 23, 2029 (the “New Performance End Date”), based on the level of achievement of (x) specified share-price hurdle goals ranging from $ 26.57 per share to $ 39.06 per share measured as of the New Performance End Date and (y) a new cumulative Adjusted EBITDA performance modifier goal for Bausch + Lomb’s 2025 - 2028 fiscal years measured against specified cumulative targets (which modifies the payout between a range of - 40 % to + 40 % of the payout level under the share-price hurdle performance goal, subject to Mr.

Saunders’ continued employment through the New Performance End Date (subject to certain exceptions).

Stock Options

3 unchanged sentences

The fair values of all stock options granted under the Bausch + Lomb Plan for the years 2025, 2024 and 2023 were estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

2025 2024 2023

Expected stock option life (years) 3.0 3.0 3.0

5 unchanged sentences

Bausch + Lomb will continue to leverage the Company’s historical stock option experience and peer company data until it has sufficient experience with its own equity awards and market data.

The risk-free interest rate was determined based on the rate at the

time of grant for zero-coupon U.S.

The risk-free interest rate was determined based on the rate at the time of grant for zero-coupon U.S.

government bonds with maturity dates equal to the expected life of the stock option.

8 unchanged sentences

Granted 1.4 $ 15.86

Exercised — $ 17.96

Expired or forfeited ( 0.4 ) $ 18.00

6 unchanged sentences

The weighted-average fair values of stock options granted to Bausch + Lomb employees in 2025, 2024 and 2023 were $ 4.66 , $ 4.94 and $ 5.33 , respectively.

There were no stock options exercised in 2025 and 2023.

The stock options exercised in 2024 were not material.

There were no stock options exercised in 2023.

As of December 31, 2025, the total remaining unrecognized compensation expense related to non-vested stock options amounted to $ 8 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.1 years.

17 unchanged sentences

As of December 31, 2025, the total remaining unrecognized compensation expense related to non-vested RSUs amounted to $ 48 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.4 years.

The total fair value of RSUs vested in 2024 and 2023 was $ 41 million and $ 27 million, respectively.

The total fair value of RSUs vested in 2025, 2024 and 2023 was $ 47 million, $ 41 million and $ 27 million, respectively.

Performance-Based RSUs

2 unchanged sentences

(i) achievement of certain share price appreciation conditions, including absolute and relative total shareholder return, (ii) attainment of certain performance targets that are based on Bausch + Lomb’s Organic Revenue Growth and (iii) level of achievement of:

(a) a revenue metric (measured for fiscal year 2026) and (b) a relative TSR metric (if applicable).

(a) a revenue metric and (b) a relative TSR metric (if applicable).

If Bausch + Lomb’s performance is below a specified performance level, no common shares will be paid.

The maximum level of achievement of the performance goals is 200 % - 300 % of the target.

The fair value of the TSR PSUs granted during 2024 and 2023 and the OPG PSUs granted during 2024 were estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved.

The fair value of the TSR PSUs granted during 2025, 2024 and 2023 and the OPG PSUs granted during 2025 and 2024 were estimated using a Monte Carlo Simulation model, which utilizes multiple input variables to estimate the probability that the performance condition will be achieved.

The fair value of the Organic Revenue Growth PSUs is estimated based on the trading price of Bausch + Lomb’s common shares on the date of grant.

2 unchanged sentences

If the Organic Revenue Growth PSUs do not ultimately vest due to the Organic Revenue Growth not being met and/or the OPG PSUs do not ultimately vest due to certain revenue targets not being met, no compensation expense is recognized and any previously recognized compensation expense is reversed.

There were no TSR PSUs granted in 2022.

The fair values of TSR PSUs granted during 2024 and 2023 were estimated with the following assumptions:

The fair values of TSR PSUs and OPG PSUs granted during 2025, 2024 and 2023 were estimated with the following assumptions:

2025 2024 2023

Contractual term (years) 3.0 3.0 3.6

3 unchanged sentences

The risk-free interest rate was determined based on the rate at the time of grant for zero-coupon U.S.

government bonds with maturity dates equal to the contractual term of the TSR PSU.

government bonds with maturity dates equal to the contractual terms of the TSR PSU and OPG PSU.

The following table summarizes the performance-based PSU activity during 2025:

6 unchanged sentences

During 2025, Bausch + Lomb granted approximately 1,166,000 performance-based RSUs, consisting of:

(i) approximately 1,800,000 OPG PSUs with a weighted-average grant date fair value of $ 17.20 per RSU, (ii) approximately 800,000 TSR PSUs with an average grant date fair value of $ 21.21 per RSU and (iii) approximately 400,000 Organic Revenue Growth PSUs with a weighted-average grant date fair value of $ 16.09 per RSU.

As of December 31, 2024, the total remaining unrecognized compensation expense related to non-vested performance-based RSUs under the Company’s 2014 Plan amounted to $ 60 million, which will be amortized over the weighted-average remaining requisite service period of approximately 2.1 years.

(i) approximately 753,000 Organic Revenue Growth PSUs with a weighted-average grant date fair value of $ 15.98 per RSU, (ii) approximately 388,000 TSR PSUs with an average grant date fair value of $ 15.86 per RSU and (iii) approximately 25,000 OPG PSUs with a weighted-average grant date fair value of $ 14.06 per RSU.

As of December 31, 2025, the total remaining unrecognized compensation expense related to non-vested performance-based RSUs amounted to $ 79 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.8 years.

A maximum of approximately 11,900,000 common shares could be issued upon vesting of the performance-based RSUs outstanding as of December 31, 2025.

There were no performance-based RSUs that vested during 2025, 2024 and 2023.

In addition, while Bausch + Lomb did not grant performance-based RSUs during 2022, certain Bausch + Lomb employees continued to participate in the Company’s performance-based RSUs granted prior to May 5, 2022.

As of December 31, 2024, there is no remaining unrecognized compensation expense related to the Company’s non-vested performance-based RSUs.

ACCUMULATED OTHER COMPREHENSIVE LOSS

17 unchanged sentences

(in millions) 2025 2024 2023

Litigation and other matters $ 220 $ ( 53 ) $ 9

Acquired in-process research and development costs 18 — 1

Acquired IPR&D costs $ 114 $ 18 $ —

Litigation and other matters, net of insurance recoveries and restitutions 61 220 ( 53 )

Acquisition-related transaction costs 9 4 24

Net gain on sale of assets ( 6 ) ( 10 ) ( 3 )

Acquisition-related contingent consideration ( 36 ) 15 59

Acquisition-related transaction costs 4 24 —

Other, net — — 1

Other expense, net $ 142 $ 247 $ 28

For 2024, Litigation and other matters primarily relates to adjustments to provisions for certain legal matters.

For 2023, Litigation and other matters is primarily related to insurance recoveries regarding certain litigation matters.

Acquisition-related contingent consideration for 2024 and 2023 reflects adjustments for changes in estimates in the timing and amounts of the expected future royalty and milestone payments and in 2024, includes other adjustments of $ 18 million related to certain branded products.

Acquisition-related transaction costs are related to transaction costs incurred in connection with certain Bausch + Lomb acquisitions.

Acquired IPR&D costs in 2025 are primarily related to the DURECT acquisition and certain Bausch + Lomb acquisitions.

Litigation and other matters, net of insurance recoveries and restitutions primarily relates to adjustments to provisions for certain legal matters.

Litigation and other matters, net of insurance recoveries and restitutions for 2025, also includes restitution received in connection with a certain legal matter.

For 2023, Litigation and other matters, net of insurance recoveries and restitutions is primarily related to insurance recoveries regarding certain litigation matters.

Acquisition-related contingent consideration for 2025 and 2024 reflects adjustments for changes in estimates in the timing and amounts of the expected future royalty and milestone payments and in 2024, also includes other adjustments of $ 18 million related to certain branded products.

The components of Income (loss) before income taxes for 2025, 2024 and 2023 consist of:

12 unchanged sentences

$ ( 247 ) $ ( 239 ) $ ( 221 )

Provision for income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory federal rate of 25% to Income (loss) before income taxes for 2025.

The provincial impacts in the reconciliation below reflect the impact of a full valuation allowance on the net deferred tax assets in Canada.

A reconciliation of the differences is as follows:

(in millions) 2025 Percent

Income before income taxes $ 367

Expected provision for income taxes at Canadian statutory rate $ ( 92 ) 25 %

Provincial and local income tax, net of federal (national) income tax effect — — %

Foreign Tax Effects

Germany Foreign tax rate differences 8 ( 2 ) %

Other ( 2 ) ( 1 ) %

Ireland Foreign tax rate differences 157 ( 43 ) %

Changes in valuation allowances ( 11 ) 3 %

Nondeductible expense ( 17 ) 5 %

Other ( 22 ) 6 %

Netherlands Loss carryforwards 10 ( 3 ) %

Changes in valuation allowances ( 16 ) 4 %

Other ( 6 ) 2 %

Poland Unremitted Earnings — Withholding tax 5 ( 1 ) %

Nondeductible interest ( 8 ) 2 %

Other 15 ( 4 ) %

United States Foreign tax rate differences ( 17 ) 5 %

Loss carryforwards 72 ( 20 ) %

Research and development tax credits 12 ( 3 ) %

Changes in valuation allowances ( 87 ) 24 %

State and local tax provision net of valuation allowances ( 41 ) 11 %

Contingent consideration fair value adjustments 6 ( 2 ) %

Non-deductible impairment ( 47 ) 13 %

Other ( 10 ) 3 %

Colombia Other ( 6 ) 2 %

Other countries Other ( 13 ) 4 %

Effect of cross-border tax laws — Foreign accrual property income

Changes in valuation allowances ( 61 ) 17 %

Nontaxable or nondeductible items

Share based compensation ( 23 ) 6 %

Nondeductible interest ( 24 ) 7 %

Original issue discount and debt financing costs 119 ( 32 ) %

Foreign exchange gain ( 175 ) 48 %

Other ( 13 ) 4 %

Changes in unrecognized tax benefits 47 ( 13 ) %

Provision for income taxes $ ( 247 ) ( 67 ) %

As a Canadian domiciled company, the Company’s applicable tax rate prior to 2025 was the Canadian combined tax rate for its federal and provincial filings.

The Provision for income taxes differs from the expected amount calculated by applying the Company’s Canadian statutory federal plus provincial rate of 26.9% to Income (loss) before income taxes for 2024 and 2023 as follows:

6 unchanged sentences

Change in valuation allowance related to foreign tax credits and NOLs

( 21 ) ( 6 ) 100

Change in valuation allowance on Canadian deferred tax assets and tax rate changes

5 unchanged sentences

$ ( 239 ) $ ( 221 )

As a Canadian domiciled company, the Company’s applicable tax rate is the Canadian combined tax rate for its federal and provincial filings.

Other consists adjustments affecting the tax provision such as those related to the filing of tax returns which are not material.

Other consists of adjustments affecting the tax provision such as those related to the filing of tax returns which are not material.

Deferred tax assets and liabilities as of December 31, 2025 and 2024 consist of:

26 unchanged sentences

Balance, end of year $ 2,576 $ 2,284 $ 2,254

The Company’s U.S.

interest expense is subject to limitation rules which limit U.S.

interest expense to 30% of adjusted taxable income, defined similar to EBIT.

Disallowed interest can be carried forward indefinitely and any unused interest deduction assessed for recoverability.

The Company has provided for income taxes in accordance with guidance issued by accounting regulatory bodies, the U.S.

4 unchanged sentences

A valuation allowance has been provided for the portion of the deferred tax assets that the Company determined is more likely than not to remain unrealized based on estimated future taxable income and tax planning strategies.

In 2025, the valuation allowance increased $ 292 million primarily due to losses in Canada and a change in the expected realizability of net deferred tax assets in the United States.

In 2024, the valuation allowance increased $ 30 million primarily due to an increase for state tax losses expected to be unusable in the United States.

In 2023, the valuation allowance increased $ 231 million primarily due to book taxable loss in Canada and an increase for state tax losses expected to be unusable in the United States.

The Company’s U.S.

interest expense is subject to limitation rules which limit U.S.

interest expense to 30% of adjusted taxable income, defined similar to EBITA.

Disallowed interest can be carried forward indefinitely and any unused interest deduction is assessed for recoverability.

In 2025, a valuation allowance was established against this carryforward.

As of December 31, 2025 and 2024, the Company had accumulated taxable losses available to offset future years’ federal and provincial taxable income in Canada of approximately $ 6,607 million and $ 6,341 million, respectively.

As of December 31, 2024 and 2023, unclaimed ITCs available to offset future federal taxes in Canada were approximately $ 19 million and $ 28 million, respectively, which expire in the years 2025 through 2043.

In addition, as of December 31, 2024 and 2023, pooled SR&ED expenditures available to offset against future taxable income in Canada were approximately $ 150 million and $ 192 million, respectively, which may be carried forward indefinitely.

As of both the years December 31, 2024 and 2023, a full valuation allowance against the net Canadian deferred tax assets on the parent company (BHCI) and the Bausch + Lomb parent company (B+L Corporate Canada) has been provided of $ 2,045 million.

As of December 31, 2025 and 2024, unclaimed input tax credits available to offset future federal taxes in Canada were approximately $ 15 million and $ 19 million, respectively, which expire in the years 2026 through 2043.

In addition, as of December 31, 2025 and 2024, pooled scientific research and experimental development expenditures available to offset against future taxable income in Canada were approximately $ 157 million and $ 150 million, respectively, which may be carried forward indefinitely.

As of December 31, 2025 and 2024, a full valuation allowance against the net Canadian federal and provincial deferred tax assets on the parent company (BHCI) and the Bausch + Lomb parent company (B+L Corporate Canada) has been provided of $ 2,182 million and $ 2,045 million, respectively.

As of December 31, 2025 and 2024, the Company had accumulated taxable losses available to offset future years’ federal taxable income in the U.S.

of approximately $ 427 million and $ 491 million, respectively, including acquired losses which expire in the years 2025 through 2033.

While the remaining taxable losses are subject to multiple annual loss limitations as a result of previous ownership changes, the Company believes that the recoverability of the deferred tax assets associated with these taxable losses are more likely than not to be realized.

of approximately $ 539 million and $ 427 million, respectively, including acquired losses that expire in the years 2026 through 2033.

As of December 31, 2025, the remaining taxable losses are subject to multiple annual loss limitations as a result of previous ownership changes, and the Company believes that the recoverability of the deferred tax assets associated with these taxable losses is not more likely than not to be realized.

As of December 31, 2025 and 2024, U.S.

research and development credits available to offset future years’ federal income taxes in the U.S.

were approximately $ 10 million and $ 31 million, respectively, which includes acquired research and development credits and which expire in the years 2025 through 2042.

were approximately $ 15 million and $ 10 million, respectively, which include acquired research and development credits and which expire in the years 2026 through 2045.

As of December 31, 2025 and 2024, the Company had accumulated taxable losses available to offset future years’ taxable income in Ireland of approximately $ 12,101 million and $ 12,437 million, respectively.

The Company provides for income taxes on the unremitted earnings of its direct foreign affiliates except for its direct U.S.

subsidiaries of its parent company.

The Company continues to assert that the unremitted earnings of its U.S.

subsidiaries will be permanently reinvested and not repatriated.

The Company provides for income taxes on the unremitted earnings of its direct foreign affiliates except for its investment in the Bausch Health Americas group.

The Company continues to assert that the unremitted earnings of its Bausch Health Americas group will be permanently reinvested and not repatriated.

As of December 31, 2025, the Company estimates that there will be no tax liability attributable to unremitted earnings of its BHC U.S.

6 unchanged sentences

In 2025 and 2024, the remaining unrecognized tax benefits would not impact the effective tax rate as the tax positions are offset against existing tax attributes or are timing in nature.

In 2024 and 2023, the Company recognized net increases to unrecognized tax benefits for current year tax positions of $ 61 million and $ 6 million, respectively.

The Company recognized a net decrease

of $ 55 million during 2024 and a net increase of $ 31 million during 2023 in the unrecognized tax benefits related to tax positions taken in the prior years.

The Company provides for interest and penalties related to unrecognized tax benefits in the provision for income taxes.

As of December 31, 2024 and 2023, accrued interest and penalties related to unrecognized tax benefits were approximately $ 68 million and $ 51 million, respectively.

In 2024, the Company recognized a net increase of approximately $ 17 million and, in 2023, recognized an increase of $ 19 million of interest and penalties, respectively.

As of December 31, 2025 and 2024, accrued interest and penalties related to unrecognized tax benefits were approximately $ 68 million for both years.

In 2025, the amount of interest and penalties recognized by the Company was not material.

In 2024, the Company recognized a net increase of $ 17 million of interest and penalties.

The Company and one or more of its subsidiaries file federal income tax returns in Canada, the U.S.

9 unchanged sentences

Ireland 2018 - 2025

Australia 2018 - 2024

Luxembourg 2018 - 2021

The Internal Revenue Service (the “IRS”) completed its examinations of the Company’s U.S.

consolidated federal income tax returns for the years 2013 and 2014.

There were no material adjustments to the Company’s taxable income as a result of these examinations.

However, the 2014 tax year remains open to the extent of a 2017 capital loss carried back to that year.

The Company’s annual tax filings for 2015 and 2016 and short period tax return for the period ended September 8, 2017, which was filed as a result of the Company’s internal restructuring efforts during 2017 is currently under IRS examination.

As part of its examination, the Company received a notice of proposed adjustment from the IRS that would disallow the 2017 Capital Loss resulting from its internal restructuring.

The Company has contested this proposed tax deficiency through the IRS administrative appeals process, and if necessary, will continue to contest any proposed tax deficiency through appropriate litigation.

Accordingly, no income tax provision has been recorded as of December 31, 2024.

If the Company were ultimately unsuccessful in defending its position, and all or a substantial portion of the 2017 capital loss deduction were disallowed, the Company estimates, in a worst-case scenario, that it could be liable for additional income taxes (excluding penalties and interest) of up to $ 2,100 million, which could have an adverse effect on the Company’s financial condition and results of operations.

In January 2023, as part of an alternative dispute resolution process with the IRS, the Company has reached a tentative settlement on the 2017 Capital Loss.

In February 2025, the Company received notice from the IRS that the required approvals for the tentative settlement had been received, and that the administrative process of concluding the settlement and related audits had commenced.

The Company expects any impact to the Company’s tax provision will be recorded in the period in which the administrative process concludes.

While such settlement may be material to the Company’s results of operations in the quarter in which it is recorded, it will not be material to its results of operations for the year, and will not impact the Company’s cash flows.

The Company is currently under examination by the Canada Revenue Agency (“CRA”) for five separate cycles:

(a) years 2012 through 2013 (b) years 2014 through 2015, (c) years 2016 through 2017, (d) years 2018 through 2019 and (e) years 2020 through 2021.

The Company received an assessment for certain transfer pricing matters in 2012 and 2013 for CAD 85 million and CAD 90 million, respectively.

The Company disagrees with the adjustments and has filed a Notice of Objection for 2012 and 2013.

The Company settled certain transfer pricing matters relating the 2015 and 2016 tax years resulting in a reduction to its NOLs of approximately CAD 21 million for 2015 and CAD 23 million for 2016.

The adjustments for 2015 and 2016 will reduce NOLs currently offset by a full valuation allowance.

In December 2023, the Company settled certain transfer pricing matters related to 2017 and 2018 tax years resulting in a reduction of NOLs of approximately CAD 26 million for 2017 and CAD 15 million for 2018.

During 2024, the Company received various assessments by the CRA for its 2011 through 2018 tax years totaling CAD 355 million which the company has filed or will file Notice of Objections against.

In the first quarter of 2024, the Company finalized a settlement with the CRA related to prior year withholding tax returns which was paid in the second quarter of 2024.

In June 2025, the Company and the Internal Revenue Service (the “IRS”) concluded the tax audit of its short period 2017 tax years closing all federal tax periods through the short period 2017.

As a result of the settlement, the Company recorded a tax benefit of approximately $ 64 million.

The IRS has begun the next audit cycle starting with the stub period ending December 31, 2017.

The Company is currently under examination by the Canada Revenue Agency (“CRA”) for seven separate cycles ranging from years 2012 through 2024.

During 2025, the Company received various assessments by the CRA to which the Company has responded.

During the fourth quarter of 2025, the Company and the CRA settled certain transfer pricing matters related to the Canadian distribution business for 2019, resulting in a tax payment of CAD 5.5 million.

A reserve had previously been established for this.

The Company’s subsidiaries in Germany are under audit for tax years 2017 through 2019.

In June 2024, the Company reached a preliminary settlement with the German taxing authority related to certain transfer pricing adjustments.

The preliminary settlement resulted in the accrual of an immaterial tax cost and will close out the 2014 to 2016 audit period.

During the three months ended September 30, 2023, the Company received a preliminary assessment from the German taxing authority for the 2014 through 2016 period that would disallow certain transfer pricing adjustments.

The Company contested this alleged tax deficiency through the appropriate appeals process, and reached a preliminary settlement with the German taxing authority during the year ended December 31, 2024.

The settlement was then finalized with the taxing authority and resulted in the accrual of an immaterial tax cost that will close out the 2014 to 2016 audit period.

On November 8, 2022, the Company’s affiliate in Netherlands received an assessment from the Luxembourg Tax Authorities as successor in interest to its affiliate in Luxembourg for tax years 2018 – 2019 for € 271.7 million.

5 unchanged sentences

for years 2017 through 2024.

Certain affiliates of the Company in regions outside of Canada, the U.S., Germany, Luxembourg and Australia are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits.

Certain affiliates of the Company in regions outside of Canada, the U.S., Germany and Luxembourg are currently under examination by relevant taxing authorities, and all necessary accruals have been recorded, including uncertain tax benefits.

At this time, the Company does not expect that proposed adjustments, if any, would be material to the Company’s Consolidated Financial Statements.

The following table presents a reconciliation of the unrecognized tax benefits:

The following table presents a reconciliation of the unrecognized tax benefits not including interest and penalties:

(in millions) 2025 2024 2023

5 unchanged sentences

Balance, end of year $ 847 $ 856 $ 867

The Company believes it is reasonably possible that the total amount of unrecognized tax benefits at December 31, 2024 could decrease by approximately $ 9 million in the next twelve months as a result of the resolution of certain tax and transfer pricing audits and other events.

LOSS PER SHARE

Basic and diluted loss per share attributable to Bausch Health Companies Inc.

Additions for tax positions of prior years includes a currency translation adjustment for tax positions that are denominated in a currency other than U.S.

Income taxes paid (net of refunds) exceeding 5 percent of total income taxes paid (net of refunds) in the following jurisdictions for 2025 were as follows:

(in millions) 2025

United States 15

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share attributable to Bausch Health Companies Inc.

for 2025, 2024 and 2023 was calculated as follows:

(in millions, except per share amounts) 2025 2024 2023

Net loss attributable to Bausch Health Companies Inc.

$ ( 46 ) $ ( 592 ) $ ( 225 )

Basic and diluted weighted-average common shares outstanding 368.0 364.9 362.0

Basic and diluted loss per share attributable to Bausch Health Companies Inc.

Net income (loss) attributable to Bausch Health Companies Inc.

$ 157 $ ( 46 ) $ ( 592 )

Basic weighted-average common shares outstanding 370.9 368.0 364.9

Diluted effect of stock options and RSUs 4.1 — —

Diluted weighted-average common shares outstanding $ 375.0 $ 368.0 $ 364.9

Earnings (loss) per share attributable to Bausch Health Companies Inc.

Basic $ 0.42 $ ( 0.13 ) $ ( 1.62 )

Diluted $ 0.42 $ ( 0.13 ) $ ( 1.62 )

In 2024 and 2023, all potential common shares issuable for stock options and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive.

1 unchanged sentence

During 2025, 2024 and 2023, time-based RSUs, performance-based RSUs and stock options to purchase approximately 5,607,000 , 8,031,000 and 13,864,000 common shares of the Company, respectively, were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive under the treasury stock method.

During 2023 and 2022, an additional 596,000 and 156,000 performance-based RSUs respectively, were not included in the computation of diluted earnings per share as the required performance conditions had not been met.

During 2023, an additional 596,000 performance-based RSUs respectively, were not included in the computation of diluted earnings per share as the required performance conditions had not been met.

SHAREHOLDER RIGHTS PLAN

On April 14, 2025, the Board of Directors of the Company adopted a shareholder rights plan (the “SRP”), which the Board subsequently amended and restated to remove provisions related to a director appointment and nomination agreement that terminated on August 14, 2025.

The SRP is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly in connection with an offer to acquire common shares of the Company which, if acquired and beneficially owned (as defined in the SRP) by an Acquiring Person (as defined in the SRP), would result in such person owning 20 % or more of the outstanding common shares of the Company.

Pursuant to the SRP, one right (each, a “Right”) attached to each common share outstanding on April 14, 2025, and to each common share issued after such time and prior to the earlier of the Separation Time (as defined in the SRP) and Expiration (as defined in the SRP).

Each Right entitles its holder, from and after the Separation Time, to purchase common shares of the Company, pursuant to the conditions set forth in the SRP, at a discount to the then market price of the Company’s common shares.

On October 7, 2025, the Company’s shareholders approved the ordinary resolution ratifying, confirming and approving the adoption of the SRP, as amended, and the shareholders will be asked to reconfirm the SRP at every third annual meeting of the shareholders thereafter.

SUPPLEMENTAL CASH FLOW DISCLOSURES

3 unchanged sentences

Interest paid $ 1,810 $ 1,674 $ 1,533

Income taxes paid $ 61 $ 237 $ 266

Income taxes paid (net of refunds) $ 163 $ 61 $ 237

Interest paid includes $ 276 million, $ 295 million and $ 282 million of interest which was recorded as a reduction of the premium on the 2022 Secured Notes.

LEGAL PROCEEDINGS

8 unchanged sentences

An adverse outcome in certain of these proceedings could have a material adverse effect on the Company’s business, financial condition and results of operations, and could cause the market value of its common shares and/or debt securities to decline.

Securities Class Actions and Related Matters

Securities Litigation - Opt-Out Litigation

In October 2015, four putative securities class actions were filed in the U.S.

District Court for the District of New Jersey against the Company and certain current or former officers and directors.

The allegations related to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business and prospects, including relating to drug pricing, the Company’s use of specialty pharmacies, and the Company’s relationship with Philidor Rx Services LLC.

On May 31, 2016, the Court entered an order consolidating the four actions under the caption In re Valeant Pharmaceuticals International, Inc.

Securities Litigation, Case No.

3:15-cv-07658.

On December 16, 2019, the Company announced that it had agreed to settle, subject to final court approval, the consolidated securities class action (the “Securities Class Action Settlement”).

As part of the settlement, the Company and the other settling defendants admitted no liability as to the claims against them and denied all allegations of wrongdoing.

On January 31, 2021, the District Court issued an order granting final approval of this settlement.

After various appeals, and with passage of time, this settlement has become final pursuant to the stipulation of settlement.

The matter is now concluded with respect to the Company and all claims have been resolved and discharged as to the Company and its current/former officers and directors.

In addition to the consolidated putative class action, thirty-seven groups of individual investors in the Company’s stock and debt securities have chosen to opt out of the consolidated putative class action and filed securities actions in the U.S.

District Court for the District of New Jersey against the Company and certain current or former officers and directors.

These actions are captioned:

Rowe Price Growth Stock Fund, Inc.

Valeant Pharmaceuticals International, Inc.

16-cv-5034) (“T.

Equity Trustees Limited as Responsible Entity for T.

Rowe Price Global Equity Fund v.

Valeant Pharmaceuticals International Inc.

16-cv-6127) (“Equity Trustees”);

Principal Funds, Inc.

Valeant Pharmaceuticals International, Inc.

16-cv-6128) (“Principal Funds”);

BloombergSen Partners Fund LP v.

Valeant Pharmaceuticals International, Inc.

16-cv-7212) (“Bloombergsen”);

Discovery Global Citizens Master Fund, Ltd.

Valeant Pharmaceuticals International, Inc.

MSD Torchlight Partners, L.P.

Valeant Pharmaceuticals International, Inc.

BlueMountain Foinaven Master Fund, L.P.

Valeant Pharmaceuticals International, Inc.

16-cv-7328) (“BlueMountain”);

Incline Global Master LP v.

Valeant Pharmaceuticals International, Inc.

VALIC Company I v.

Valeant Pharmaceuticals International,

Janus Aspen Series v.

Valeant Pharmaceuticals International, Inc.

16-cv-7497) (“Janus Aspen”);

Okumus Opportunistic Value Fund, LTD v.

Valeant Pharmaceuticals International, Inc.

Lord Abbett Investment Trust- Lord Abbett Short Duration Income Fund, v.

Valeant Pharmaceuticals International, Inc.

17-cv-6365) (“Lord Abbett”);

Pentwater Equity Opportunities Master Fund LTD v.

Valeant Pharmaceuticals International, Inc., et al.

17-cv-7552) (“Pentwater”);

Public Employees’ Retirement System of Mississippi v.

Valeant Pharmaceuticals International Inc.

17-cv-7625) (“Mississippi”);

The Boeing Company Employee Retirement Plans Master Trust v.

Valeant Pharmaceuticals International Inc., et al., (Case No.

17-cv-7636) (“Boeing”);

State Board of Administration of Florida v.

Valeant Pharmaceuticals International Inc.

17-cv-12808);

The Regents of the University of California v.

Valeant Pharmaceuticals International, Inc.

17-cv-13488) (“UC Regents”);

Valeant Pharmaceuticals International, Inc.

18-cv-0089) (“GMO Trust”);

Första AP Fonden v.

Valeant Pharmaceuticals International, Inc.

17-cv-12088);

New York City Employees’ Retirement System v.

Valeant Pharmaceuticals International, Inc.

18-cv-0032) (“NYCERS”);

Hound Partners Offshore Fund, LP v.

Valeant Pharmaceuticals International, Inc.

18-cv-08705) (“Hound Partners”);

Blackrock Global Allocation Fund, Inc.

Valeant Pharmaceuticals International, Inc.

18-cv-0343) (“Blackrock”);

Colonial First State Investments Limited As Responsible Entity for Commonwealth Global Shares Fund 1 v.

Valeant Pharmaceuticals International, Inc.

Bharat Ahuja v.

Valeant Pharmaceuticals International, Inc.

Brahman Capital Corp.

Valeant Pharmaceuticals International, Inc (Case No.

The Prudential Insurance Company of America v.

Valeant Pharmaceuticals International, Inc.

18-cv-01223);

Senzar Healthcare Master Fund LP v.

Valeant Pharmaceuticals International, Inc.

18-cv-02286) (“Senzar”);

2012 Dynasty UC LLC v.

Valeant Pharmaceuticals International, Inc.

18-cv-08595) (“2012 Dynasty”);

Catalyst Dynamic Alpha Fund v.

Valeant Pharmaceuticals International, Inc.

18-cv-12673) (“Catalyst”);

Northwestern Mutual Life Insurance Co., v.

Valeant Pharmaceuticals International, Inc.

18-cv-15286) (“Northwestern”);

Bahaa Aly, et al.

Valeant Pharmaceuticals International, Inc., (Case No.

18-cv-17393) (“Aly”);

Office of the Treasurer as Trustee for the Connecticut Retirement Plans and Trust Funds v.

Valeant Pharmaceuticals International, Inc.

19-cv-18473) (“Connecticut”);

Delaware Public Employees’ Retirement System v.

Valeant Pharmaceuticals International, Inc.

19-cv-18475) (“Delaware”);

Maverick Neutral Levered Fund v.

Valeant Pharmaceuticals International, Inc.

20-cv-02190) (“Maverick”);

Valeant Pharmaceuticals International, Inc.

20-cv-05478);

USAA Mutual Funds Trust, et al.

Valeant Pharmaceuticals International, Inc., et al., (Case No.

20-cv-07462);

and GIC Private Ltd.

Valeant Pharmaceuticals International, Inc., (Case No.

20-cv-07460).

Twenty-one of the thirty-seven opt-out actions have been dismissed;

and the total number of remaining opt-out actions pending in the District of New Jersey is sixteen actions.

In addition, in January 2025, the Company reached a confidential settlement in principle, which remains subject to further documentation, of the Blackrock action and the Blackrock Canadian Claims, as defined in the Canadian Securities Litigation – Opt-Out Litigation description, below.

These individual shareholder actions assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Certain of these individual actions assert additional claims, including claims under Section 18 of the Exchange Act, Sections 11, 12(a)(2) and 15 of the Securities Act, common law fraud, negligent misrepresentation and claims under the New Jersey Racketeer Influenced and Corrupt Organizations Act.

These claims are based on alleged purchases of Company stock, options, and/or debt at various times between January 3, 2013 and August 10, 2016.

The allegations in the complaints are similar to those made by plaintiffs in the putative class action.

Motions to dismiss were filed in many of these individual actions and the Court has dismissed state law claims including New Jersey Racketeer Influenced and Corrupt Organizations Act, common law fraud and negligent misrepresentation claims in certain cases.

On January 7, 2019, the Court entered a stipulation of voluntary dismissal in the Senzar opt-out action, closing the case.

On September 10, 2019, the Court granted defendants’ motion to dismiss all claims in the Aly opt-out action.

On October 9, 2019, the Aly Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit.

On June 16, 2021, the Court of Appeals granted plaintiffs’ appeal in the Aly action.

This action has been remanded to the District Court.

On June 19, 2020, the Court entered stipulations of voluntary dismissal in the Catalyst, Mississippi, Connecticut and Delaware actions.

On July 13, 2020, the Court entered a stipulation of voluntary dismissal in the NYCERS action.

On December 30, 2020, the Court entered a stipulation of voluntary dismissal in the BlueMountain action.

On February 18, 2021, and March 10, 2021, the Court entered stipulations of voluntary dismissal in the T.

Rowe, BloombergSen, Principal Funds, Pentwater, Lord Abbett, Equity Trustees and UC Regents actions.

On April 30, 2021, the Court entered a stipulation of voluntary dismissal in the Florida SBA action.

On July 20, 2021, the Court entered a stipulation of voluntary dismissal in the Janus action.

On December 13, 2024, the Court entered a stipulation of voluntary dismissal in the GMO Trust action.

On February 14, 2025, the Court entered stipulations of voluntary dismissal in the Boeing, 2012 Dynasty, Northwestern and Maverick actions.

Discovery in the opt-out actions has concluded.

Motions for summary judgment were filed on August 1, 2022.

On May 22, 2023, the Special Master overseeing the opt-out litigation issued reports and recommendations on all pending summary

judgment motions.

The Special Master recommended denying Plaintiffs’ motions in their entirety, denying all motions filed by the Company and granting in part certain other defendants’ motions for summary judgment on subparts of their defenses.

On June 26, 2023, the Parties filed motions to adopt and objections to the Special Master’s May 22, 2023 reports and recommendations.

On January 2, 2024, the District Court issued decisions affirming in part and overruling in part the Special Master’s recommendations and granting partial summary judgment in favor of defendants on additional subparts of their defenses.

On January 16, 2024, Plaintiffs filed a motion requesting that the Court reconsider a portion of its January 2, 2024 decisions.

That motion to reconsider was denied by the Court on May 3, 2024.

No defendants have been fully dismissed from the opt-out actions as a result of the District Court’s decisions.

The Company disputes the claims against it in the remaining individual opt-out complaints and intends to defend itself vigorously.

Securities Litigation and Related Matters

Securities Litigation – Kelk Complaint

3 unchanged sentences

District Court for the District of New Jersey against the Company and certain of its current or former officers.

The action alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

The action alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder.

Plaintiffs allege that defendants made various misrepresentations and omissions regarding the Company’s proposed spin-off of Bausch + Lomb, and allege that those purported misrepresentations and omissions concealed that the spin-off was executed as part of a strategy to subvert the pending opt-out lawsuits and leave plaintiffs in those actions without viable means to a potential recovery.

3 unchanged sentences

On February 12, 2025, the District Court granted Defendants’ motion to dismiss the amended complaint in full without prejudice.

The Court has given Plaintiffs leave until March 13, 2025, to file a second amended complaint.

On March 14, 2025,

Plaintiffs filed a second amended complaint.

Defendants moved to dismiss the second amended complaint on April 28, 2025.

On November 20, 2025, the District Court granted Defendant’s motion to dismiss the second amended complaint with prejudice.

Plaintiffs filed a notice of appeal on December 22, 2025.

The Company disputes the claims against it and intends to defend itself vigorously.

1 unchanged sentence

On October 2, 2023, a derivative lawsuit captioned Powers v.

Papa, et al .

159699/2023) was filed in the Supreme Court of the State of New York, County of New York by an alleged stockholder of the Company.

3 unchanged sentences

Canadian Securities Litigation – Opt-Out Litigation

In 2015, six putative class actions were filed and served against the Company and certain current or former officers and directors in Canada in the provinces of British Columbia, Ontario and Quebec.

The Company is also aware of two additional putative class actions that were filed with the applicable court but which were not served on the Company and the factual allegations made in these actions were substantially similar to those outlined herein.

In 2015, several putative class actions were filed against the Company and certain current or former officers and directors in Canada in the provinces of British Columbia, Ontario and Quebec.

The actions generally alleged violations of Canadian provincial securities legislation on behalf of putative classes of persons who purchased or otherwise acquired securities of the Company for periods commencing as early as January 1, 2013 and ending as late as November 16, 2015.

6 unchanged sentences

500-06-000783-163) and filed in the Quebec Superior Court, was discontinued.

After a hearing on November 11, 2019, the court approved a settlement in the Catucci action between the class members and the Company’s auditors and the action was dismissed as against the Company’s auditors.

On August 4, 2020, the Company entered into a settlement agreement with the plaintiffs in Catucci, on behalf of the class.

The Catucci action was settled in 2020, and the proceeding has been discontinued against the Company, its current and former directors and officers, its underwriters and its insurers.

As part of the settlement, the Company and the other defendants admitted no liability as to the claims against it and denied all allegations of wrongdoing.

Court approval of the settlement was granted after a hearing on November 16, 2020.

The Catucci action has now been dismissed against the Company, its current and former directors and officers, its underwriters and its insurers.

In addition to the class proceedings described above, on April 12, 2018, the Company was served with an application for leave filed in the Quebec Superior Court of Justice to pursue an action under the Quebec Securities Act against the Company and certain current or former officers and directors.

This proceeding is captioned BlackRock Asset Management Canada Limited et al.

Valeant, et al.

(Court File No.

500-11-054155-185).

The allegations in the proceeding are similar to those made by plaintiffs in the Catucci class action.

On June 18, 2018, the same BlackRock entities filed an originating application (Court File No.

500-17-103749-183) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations (collectively, the “Blackrock Canadian Claims”).

In January 2025, the Company reached a confidential settlement in principle, which remains subject to further documentation, of the Blackrock Canadian Claims and the U.S.

Blackrock action as defined in the U.S.

Securities Litigation description above.

The Company is aware that certain other members of the Catucci class exercised their opt-out rights prior to the June 19, 2018 deadline.

The Company is aware that certain other members of the Catucci class exercised their opt-out rights prior to a June 19, 2018 deadline.

On February 15, 2019, one of the entities which exercised its opt-out rights, the California State Teachers’ Retirement System (“CalSTRS”), served the Company with an application in the Quebec Superior Court of Justice for leave to pursue an action under the Quebec Securities Act against the Company, certain current or former officers and directors of the Company and its auditor.

3 unchanged sentences

500-11-055722-181).

The allegations in the proceeding are similar to those made by the plaintiffs in the Catucci class action and in the BlackRock opt-out proceedings.

The allegations in the proceeding are similar to those made by the plaintiffs in the Catucci class action.

On that same date, CalSTRS also served the Company with proceedings (Court File No.

500-17-106044-186) against the same defendants asserting claims under the Quebec Civil Code in respect of the same alleged misrepresentations.

On February 3, 2020, the Quebec Superior Court granted the applications of CalSTRS and BlackRock for leave to pursue their respective actions asserting claims under the Quebec Securities Act.

On February 3, 2020, the Quebec Superior Court granted the application of CalSTRS for leave to pursue its respective action asserting claims under the Quebec Securities Act.

On June 16, 2020, the Quebec Court of Appeal granted the defendants leave to appeal that decision.

1 unchanged sentence

On October 8 and 9, 2020, respectively, CalSTRS amended its proceedings to, among other things, include a new alleged misrepresentation concerning the accounting treatment of “price appreciation credits” in respect of Glumetza ® during the period covered by the claims.

A hearing was held on February 17, 2021 with respect to whether CalSTRS would be permitted to file the proposed amended proceedings.

On June 9, 2021, the Quebec Superior Court granted the Company’s application to strike the new allegations from its Quebec Securities Act claim, but permitted the amendments to its claim under the Quebec Civil Code.

On June 9, 2021, the Quebec Superior Court granted the Company’s application to strike the new allegations from CalSTRS Quebec Securities Act claim, but permitted the amendments to its claim under the Quebec Civil Code.

On December 8, 2021, CalSTRS delivered its amended pleadings.

11 unchanged sentences

The claim generally alleges violations of Ontario securities legislation and common law on behalf of putative classes of persons who purchased or otherwise acquired securities of the Company between April 2, 2020 and May 2, 2024.

The alleged violations relate to the Company’s disclosures regarding the US and Canadian Securities Opt-Out Litigation described above.

The alleged violations relate to the Company’s disclosures regarding the U.S.

and Canadian Securities opt-out litigation described above and below.

On January 17, 2025, the Company was served with a Notice of Motion seeking leave to pursue the proposed action under the relevant provisions of the Ontario Securities Act.

The Company disputes the claims against it and intends to defend itself vigorously.

Other Securities and RICO Related Matters

Hound Partners Lawsuit

In October 2018, Hound Partners Offshore Fund, LP, Hound Partners Long Master, LP and Hound Partners Concentrated Master, LP, filed a lawsuit against the Company in the Superior Court of New Jersey Law Division/Mercer County (Hound Partners Offshore Fund, LP et al.

Valeant Pharmaceuticals International, Inc., et al.

MER-L-002185-18)) that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced

and Corrupt Organizations Act.

The allegations in the complaint are similar to those made in the Hound Partners opt-out case in the U.S.

District Court for the District of New Jersey, referenced above.

The Company disputes the claims and intends to vigorously defend this matter.

Antitrust Litigation

Generic Pricing Antitrust Litigation

The Company’s subsidiaries, Oceanside Pharmaceuticals, Inc.

(“Oceanside”), Bausch Health US, LLC (formerly Valeant Pharmaceuticals North America LLC) (“Bausch Health US”) and Bausch Health Americas, Inc.

(formerly Valeant Pharmaceuticals International) (“Bausch Health Americas”) (for the purposes of this paragraph, collectively, the “Company”), are defendants in multidistrict antitrust litigation (“MDL”) entitled In re:

Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the United States District Court for the Eastern District of Pennsylvania (MDL 2724, 16- MD-2724).

The Company and its subsidiaries, Oceanside Pharmaceuticals, Inc., Bausch Health US, LLC (formerly Valeant Pharmaceuticals North America LLC) (“BHUS”) and Bausch Health Americas, Inc.

(formerly Valeant Pharmaceuticals International) (“BHA”) (for the purposes of this paragraph, collectively, the “Company”), are defendants in multidistrict antitrust litigation (“MDL”) entitled In re:

Generic Pharmaceuticals Pricing Antitrust Litigation, pending in the U.S.

District Court for the Eastern District of Pennsylvania (MDL 2724, 16- MD-2724).

Bausch + Lomb Corporation had been named as a defendant in the MDL in one complaint, but this complaint has been amended to remove Bausch + Lomb Corporation and, as a result, Bausch + Lomb Corporation is no longer a party to the MDL.

The lawsuits seek damages under federal and state antitrust laws, state consumer protection and unjust enrichment laws and allege that the Company’s subsidiaries entered into a conspiracy to fix, stabilize, and raise prices, rig bids and engage in market and customer allocation for generic pharmaceuticals.

2 unchanged sentences

State of Connecticut, et al.

Sandoz, Inc., et al., C.A.

2:20-03539 (D.

3:20-00802), in which Bausch Health US and Bausch Health Americas are defendants, has been remanded to and is pending in the United States District Court for the District of Connecticut.

There are cases pending in the Court of Common Pleas of Philadelphia County against the Company and other defendants related to the multidistrict litigation.

Sandoz, Inc., et al., (D.

3:20-00802), in which BHUS and BHA are defendants, was remanded to the U.S.

District Court for the District of Connecticut.

BHUS and BHA have reached an agreement in principle to settle the Connecticut case which remains subject to court approval.

There are cases pending in the Court of Common Pleas of Philadelphia County and New York State Supreme Court against the Company and other defendants related to the multidistrict litigation.

The Company disputes the claims against it and continues to defend itself vigorously.

4 unchanged sentences

in the Federal Court in Toronto, Ontario, Canada (Court File No.

The plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private sector, alleging that the Company and other defendants violated the Competition Act by conspiring to allocate the market, fix prices, and maintain the supply of generic drugs, and seeking damages under federal law.

The plaintiff seeks to certify a proposed class action on behalf of persons in Canada who purchased generic drugs in the private sector, alleging that the Company and other defendants violated the Competition Act (Canada) by conspiring to allocate the market, fix prices, and maintain the supply of generic drugs, and seeking damages under federal law.

The proposed class action contains similar allegations to the In re:

Generic Pharmaceuticals Pricing Antitrust Litigation pending in the United States Court for the Eastern District of Pennsylvania.

Generic Pharmaceuticals Pricing Antitrust Litigation pending in the U.S.

Court for the Eastern District of Pennsylvania.

At the certification hearing in late October 2025, before the Federal Court, class counsel advised that they intend to seek approval to have the action dismissed as against the Company.

The Company is awaiting a formal dismissal order.

The Company disputes the claims against it and intends to defend itself vigorously.

These lawsuits cover products of both Bausch + Lomb and the Company’s businesses.

It is anticipated that Bausch + Lomb and the Company will split the fees and expenses associated with defending these claims, as well as any potential damages or other liabilities awarded in or otherwise arising from these claims, in the manner set forth in the Master Separation Agreement between Bausch Health and Bausch + Lomb.

Intellectual Property

Patent Litigation/Paragraph IV Matters

From time to time, the Company (and/or certain of its affiliates) is also party to certain intellectual property litigation proceedings in the United States and Canada, including as arising from claims filed against the Company or by the Company (or that the Company anticipates filing within the required time periods) related to certain products sold by or on behalf of the Company, which may be in connection with Notices of Paragraph IV Certification (in the United States) and Notices of Allegation (in Canada) received from third-party generic manufacturers, where such products include Xifaxan ® 200 mg and 550 mg, Cabtreo ® (anticipated), Lotemax ® SM, Lumify ® , Trulance ® and Vyzulta ® in the United States and Zaxine ® (anticipated) in Canada.

Bausch + Lomb and the Company will split the fees and expenses associated with defending these claims, as well as any potential damages or other liabilities awarded in or otherwise arising from these claims, in the manner set forth in the master separation agreement dated as of March 30, 2022, governing the separation between Bausch Health and Bausch + Lomb.

Xifaxan Antitrust Litigation

Between September 2025 and December 2025, five antitrust complaints were filed in the U.S.

District Court for the District of Rhode Island against the Company among other defendants.

Among other claims, the plaintiffs allege generally that a 2018 patent settlement with Actavis Laboratories FL, Inc.

regarding Xifaxan ® 550 mg is unlawful and anticompetitive.

On September 22, 2025, Rhode Island Laborers Health & Welfare Fund filed an indirect purchaser class-action antitrust lawsuit against Bausch Health Companies Inc., Bausch Health Ireland Ltd., Salix Pharmaceuticals, Ltd., Salix

Pharmaceuticals, Inc., Teva Pharmaceuticals USA, Inc.

and Actavis Laboratories FL, Inc.

On January 28, 2026, the plaintiff voluntarily dismissed lawsuit without prejudice.

On October 7, 2025, Walgreen Co., The Kroger Co., Albertsons Companies, Inc., H-E-B, L.P.

and Supervalu, Inc.

filed a direct purchaser antitrust lawsuit against Bausch Health Companies Inc., Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., Teva Pharmaceutical Industries Ltd.

and Teva Pharmaceuticals USA, Inc.

On October 21, 2025, KPH Healthcare Services, Inc.

a/k/a Kinney Drugs, Inc.

filed a direct purchaser class-action antitrust lawsuit against Bausch Health Companies Inc., Bausch Health Ireland Ltd., Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., Teva Pharmaceutical Industries Ltd., Teva Pharmaceuticals USA, Inc., and Actavis Laboratories FL, Inc.

On October 23, 2025, Value Drug Company filed a direct purchaser class-action antitrust lawsuit against Bausch Health Companies Inc., Bausch Health Ireland Ltd., Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., Teva Pharmaceutical Industries Ltd., Teva Pharmaceuticals USA, Inc., and Actavis Laboratories FL, Inc.

On December 23, 2025, CVS Pharmacy, Inc.

filed a direct purchaser antitrust lawsuit against Bausch Health Companies Inc., Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc., Teva Pharmaceutical Industries Ltd., and Teva Pharmaceuticals USA, Inc.

The Company and its affiliates named in these cases dispute the asserted claims and intend to vigorously defend these matters.

Intellectual Property Litigation

From time to time, the Company (and/or certain of its affiliates) is also party to certain intellectual property litigation proceedings in the United States and Canada, including as arising from claims filed against the Company or by the Company (or that the Company anticipates filing within the required time periods) related to certain products sold by or on behalf of the Company, which may be in connection with Notices of Paragraph IV Certification (in the United States) and Notices of Allegation (in Canada) received from third-party generic manufacturers, where such products include Xifaxan ® 200 mg and 550 mg, Cabtreo ® , Lotemax ® SM, Lumify ® , Trulance ® and Vyzulta ® in the United States and Zaxine ® in Canada.

Xifaxan ® Paragraph IV Proceedings

The Company has filed lawsuits against Norwich Pharmaceuticals Inc.

(“Norwich”), Amneal Pharmaceuticals of New York LLC, Zydus Pharmaceuticals (USA) Inc.

(“Zydus”), Cipla USA, Inc.

(“Cipla”) and Carnegie Pharmaceuticals LLC (“Carnegie”), and anticipates filing a lawsuit against Mylan Pharmaceuticals Inc.

(“Mylan”), concerning the Company’s Xifaxan ® (rifaximin) 550 mg tablets.

The Company filed lawsuits against Norwich Pharmaceuticals Inc.

(“Norwich”) and Amneal Pharmaceuticals of New York LLC concerning the Company’s Xifaxan ® (rifaximin) 550 mg tablets.

The foregoing lawsuits and related litigation are referred to collectively as the “Xifaxan ® Generics Litigation”.

The lawsuits against Zydus Pharmaceuticals (USA) Inc.

(“Zydus”), Carnegie Pharmaceuticals LLC (“Carnegie”), SABA Ilac Sanayi ve Ticaret A.S.

(“SABA”), Mylan Pharmaceuticals Inc.

(“Mylan”), Alkem Laboratories Ltd.

(“Alkem”), Cipla USA, Inc.

and Ajanta Pharma Limited (“Ajanta”) are now settled, see “- Completed or Inactive Matters” below.

The Norwich I Xifaxan ® Litigation

1 unchanged sentence

(“Alfasigma”) received a Notice of Paragraph IV Certification from Norwich, in which Norwich asserted that the U.S.

patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Norwich’s generic rifaximin tablets, 550 mg, for which Norwich filed an ANDA (the “Norwich First ANDA”).

The Company, through its subsidiaries Salix Pharmaceuticals, Inc.

12 unchanged sentences

The Company opposed the motion.

On May 17, 2023, the District Court denied Norwich’s motion and confirmed that the FDA remained enjoined from granting final approval to the Norwich First ANDA until October 2029.

On May 17, 2023, the District Court denied Norwich’s motion and confirmed that the

FDA remained enjoined from granting final approval to the Norwich First ANDA until October 2029.

Norwich filed its appeal to the U.S.

17 unchanged sentences

Although the DC Circuit held the appeal in abeyance on February 2, 2024, the DC circuit returned the case to the court’s active docket on December 17, 2024.

The Court held oral arguments on December 11, 2025.

The Norwich II Xifaxan ® Litigation

3 unchanged sentences

District Court for the District of New Jersey pursuant to the Hatch-Waxman Act, alleging infringement by Norwich of one or more claims of U.S.

11,564,912 (the “’912 Patent”) and 11,779,571 (the “’571 Patent”).

In a letter to Norwich on January 10, 2025, FDA granted tentative approval to the Norwich Second ANDA.

In the January 10 letter, FDA confirmed that the first ANDA applicant for rifaximin 550 mg tablets is eligible for 180-day exclusivity.

The 180-day exclusivity precludes FDA from granting final approval to the Norwich Second ANDA.

11,564,912 and 11,779,571.

While no trial date has been set, we anticipate a potential motion for summary judgment by the second quarter of 2026 and an estimated trial date summer of 2026.

In a letter to Norwich on January 10, 2025, the FDA granted tentative approval to the Norwich Second ANDA.

In the January 10 letter, the FDA confirmed that the first ANDA applicant for rifaximin 550 mg tablets is eligible for 180-day exclusivity.

The 180-day exclusivity precludes the FDA from granting final approval to the Norwich Second ANDA.

On January 13, 2025, Norwich brought a lawsuit against the FDA in the DC District Court, alleging that the FDA acted improperly by only granting tentative approval to the Norwich Second ANDA rather than final approval (the “Second Norwich DC Lawsuit”).

In the Second Norwich DC Lawsuit, Norwich asserts (1) that the Norwich Second ANDA is not subject to a 30-month stay of approval;

and (2) that the first ANDA applicant for rifaximin 550 mg tablets forfeited their 180-day exclusivity.

In the Second Norwich DC Lawsuit, Norwich asserts (1) that the Norwich Second ANDA is not subject to a 30-month stay of approval and (2) that the first ANDA applicant for rifaximin 550 mg tablets forfeited their 180-day exclusivity.

Teva Pharmaceuticals USA, Inc.

and Salix intervened in the Second Norwich DC Lawsuit as defendants.

(“Teva”) and Salix intervened in the Second Norwich DC Lawsuit as defendants.

On April 17, 2025, the DC District Court granted summary judgment in favor of the FDA, Teva, and the Company.

The DC District Court confirmed that the FDA’s decision to only tentatively approve the Norwich Second ANDA was not arbitrary, capricious, or contrary to law because Teva had not forfeited its 180-day exclusivity.

On April 18, 2025, Norwich appealed the judgment to the DC Circuit.

The Court held oral arguments on December 11, 2025.

On December 12, 2025, the Court issued an order requesting supplemental briefing from the parties.

After supplemental briefing concluded in the DC Circuit, the Company filed a motion for leave and a cross-claim against the FDA on February 6, 2026 in the DC District Court.

The Amneal Xifaxan ® Litigation

4 unchanged sentences

District Court for the District of New Jersey pursuant to the Hatch-Waxman Act, alleging infringement by Amneal of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Amneal’s ANDA for rifaximin tablets, 550 mg.

Although enjoined from granting final approval, FDA granted tentative approval to Amneal’s ANDA on January 16, 2025.

The Zydus Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Zydus, dated August 15, 2024, in which Zydus asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Zydus’s generic rifaximin tablets, 550 mg, for which Zydus filed an ANDA.

On September 27, 2024, the Company and Alfasigma filed suit against Zydus in the U.S.

District Court for the District of New Jersey pursuant to the Hatch-Waxman Act, alleging infringement by Zydus of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Zydus’s ANDA for rifaximin tablets, 550 mg.

The Cipla Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Cipla USA, Inc., U.S.

Agent for Cipla Limited (collectively “Cipla”), dated September 18, 2024, in which Cipla asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Cipla’s generic rifaximin tablets, 550 mg, for which Cipla filed an ANDA.

On November 1, 2024, the Company filed suit against Cipla pursuant to the Hatch-Waxman Act, alleging infringement by Cipla of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Cipla’s ANDA for rifaximin tablets, 550 mg.

The Carnegie Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Carnegie, dated October 1, 2024, in which Carnegie asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Carnegie’s generic rifaximin tablets, 550 mg, for which Carnegie filed an ANDA.

On November 7, 2024, the Company filed suit against Carnegie pursuant to the Hatch-Waxman Act, alleging infringement by Carnegie of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Carnegie’s ANDA for rifaximin tablets, 550 mg.

The Mylan Anticipated Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Mylan, dated February 11, 2025, in which Mylan asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Mylan’s generic rifaximin tablets, 550 mg, for which Mylan filed an ANDA.

The Company intends to file suit against Mylan pursuant to the Hatch-Waxman Act, alleging infringement by Mylan of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of the approval of Mylan’s ANDA for rifaximin tablets, 550 mg.

Although enjoined from granting final approval, the FDA granted tentative approval to Amneal’s

ANDA on January 16, 2025.

While no trial date has been set, we anticipate a potential motion for summary judgment by the second quarter of 2026 and an estimated trial date summer of 2026.

The Company remains confident in the strength of the Xifaxan ® patents and intends to vigorously defend its intellectual property.

Trulance ® Paragraph IV Proceedings

The MSN Trulance ® Paragraph IV Proceedings

In April 2021, the Company commenced litigation against MSN Laboratories Private Ltd.

(“MSN”) and Mylan Pharmaceuticals Inc., (“Mylan”) alleging patent infringement by MSN’s and Mylan’s filing of their ANDA for generic Trulance ® (plecanatide) 3 mg tablets.

These suits had been filed following receipt of a Notice of Paragraph IV Certification from each of MSN and Mylan, in which they had each asserted that the U.S.

patents listed in the FDA’s Orange Book for the Company’s Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of their respective generic plecanatide tablets, 3 mg.

The Company remains confident in the strength of the Trulance ® patents and intends to vigorously pursue these matters and defend its intellectual property.

The Anticipated Cabtreo ® Paragraph IV Proceedings

(“MSN”) in the U.S.

District Court for the District of New Jersey alleging patent infringement by MSN’s filing of an ANDA for generic Trulance ® (plecanatide) 3 mg tablets.

The Company filed the lawsuit following receipt of a Notice of Paragraph IV Certification from Mylan, in which MSN asserted that the U.S.

patents listed in the FDA’s Orange Book for Trulance ® tablets, 3 mg, were invalid, unenforceable and/or would not be infringed by the commercial manufacture, use or sale of MSN’s generic plecanatide tablets, 3 mg.

Beginning November 10, 2025, the Court held a 3-day bench trial.

Post-trial briefing is ongoing.

The Company remains confident in the strength of the Trulance ® patents and intends to vigorously defend its intellectual property.

The Cabtreo ® Paragraph IV Proceedings

The Company received a Notice of Paragraph IV Certification from Taro Pharmaceuticals Inc.

1 unchanged sentence

Patents listed in the FDA’s Orange Book for the Company’s Cabtreo ® (clindamycin phosphate, adapalene, benzoyl peroxide) gel, 1.2%/0.15%/3.1%, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Taro’s generic clindamycin phosphate/adapalene/benzoyl peroxide gel, 1.2%/0.15%/3.1%, for which Taro filed an ANDA.

The Company intends to file suit against Taro pursuant to the Hatch-Waxman Act, alleging infringement by Taro of one or more claims of the Cabtreo ® patents, thereby triggering a 30 -month stay of the approval of Taro’s ANDA for clindamycin phosphate/adapalene/benzoyl peroxide gel, 1.2%/0.15%/3.1%.

On March 20, 2025, the Company filed suit against Taro pursuant to the Hatch-Waxman Act, alleging infringement by Taro of one or more claims of the Cabtreo ® patents, thereby triggering a 30 -month stay of the approval of Taro’s ANDA for clindamycin phosphate/adapalene/benzoyl peroxide gel, 1.2%/0.15%/3.1%.

The Company remains confident in the strength of the Cabtreo ® patents and intends to vigorously defend its intellectual property.

9 unchanged sentences

The ’099 Patent is related to the Curia Patents and was also filed years after the Company’s launches of Xifaxan ® 200 mg and 550 mg tablets.

The first and second lawsuits filed by Curia are now consolidated (the “Curia Lawsuits”).

The first and second lawsuits filed by Curia are now consolidated.

On February 14, 2024, the court issued an order administratively terminating the case pending completion of mediation on or before April 14, 2024.

7 unchanged sentences

The Company received a Notice of Allegation in Canada, dated January 14, 2025, from Sandoz Canada Inc.

(“Sandoz Canada”) concerning Zaxine ® (rifaximin) 550 mg tablets.

Under the Patented Medicines (Notice of Compliance) (“PM(NOC)”) Regulations, the Company has 45 days from service of the Notice of Allegation to file a lawsuit and preserve a 24-month period in which Health Canada is prohibited from issuing a Notice of Compliance to Sandoz Canada.

The Company is considering all options in response to the Notice of Allegation.

PreserVision ® AREDS Patent Litigation

PreserVision ® AREDS and PreserVision ® AREDS 2 are OTC eye vitamin formulas for those with moderate-to-advanced AMD.

The PreserVision ® U.S.

formulation patent expired in March 2021, but a patent covering methods of using the formulation remains in force into 2026.

Bausch & Lomb Incorporated (“B&L Inc.”) has filed patent infringement proceedings against 20 named defendants in 17 proceedings claiming infringement of these patents and, in certain circumstances, related unfair competition and false advertising causes of action.

Fourteen of these proceedings were subsequently settled;

two resulted in a default.

As of the date of this filing, there is one ongoing action:

Bausch & Lomb Inc.

& PF Consumer Healthcare 1 LLC v.

SBH Holdings LLC, C.A.

20-cv-01463-GBW-CJB (D.

Del.) (the “SBH matter”).

In the SBH matter, cross-motions for summary judgment are pending and a jury trial is scheduled to begin on April 21, 2025.

Bausch + Lomb remains confident in the strength of these patents and B&L Inc.

will continue to vigorously pursue this matter and defend its intellectual property.

Lumify ® Paragraph IV Proceedings - DRL

On August 16, 2021, B&L Inc.

received a Notice of Paragraph IV Certification from Slayback Pharma LLC (“Slayback”), in which Slayback asserted that certain U.S.

(“Sandoz Canada”) concerning Zaxine ® (rifaximin) 550 mg tablets, under the Patented Medicines (Notice of Compliance) Regulations.

On March 5, 2025, the Company filed a Statement of Claim against Sandoz Canada asserting infringement of one or more claims of Canadian Patent No.

Lumify ® Paragraph IV Proceedings - DRL, Somerset, Gland & Granules

On August 16, 2021, Bausch & Lomb Incorporated (“B&L Inc.”) received a Notice of Paragraph IV Certification from Slayback Pharma LLC (“Slayback”), in which Slayback asserted that certain U.S.

patents, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops (the “Lumify Patents”), are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Slayback’s generic drops, for which an ANDA has been filed by Slayback.

B&L Inc., through its affiliate Bausch + Lomb Ireland Limited, exclusively licenses the Lumify Patents from Eye

Therapies, LLC (“Eye Therapies”).

On September 10, 2021, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Slayback pursuant to the Hatch-Waxman Act, alleging infringement by Slayback of one or more claims of the Lumify Patents, thereby triggering a 30 -month stay of the approval of the Slayback ANDA.

B&L Inc., through its affiliate Bausch + Lomb Ireland Limited, exclusively

licenses the Lumify Patents from Eye Therapies, LLC (“Eye Therapies”).

On September 10, 2021, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit in the U.S.

District Court for the District of New Jersey against Slayback pursuant to the Hatch-Waxman Act, alleging infringement by Slayback of one or more claims of the Lumify Patents (the “Slayback Lawsuit”), thereby triggering a 30 -month stay of the approval of the Slayback ANDA.

Since then, U.S.

1 unchanged sentence

On May 15, 2023, the United States Patent & Trademark Office’s Patent Trial and Appeal Board (“PTAB”) issued a Final Written Decision, finding all claims of U.S.

8,293,742 unpatentable.

This decision has been appealed to the United States Court of Appeals for the Federal Circuit and the appeal is ongoing.

8,293,742 unpatentable (IPR2022-00142).

This decision was appealed to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”).

The Federal Circuit issued its opinion on June 30, 2025, which reversed the PTAB’s claim construction of certain limitation, vacated its obviousness finding, and remanded for further proceedings.

Furthermore, two additional patents (U.S.

11,596,600 and 11,833,245) have issued and been listed in the Orange Book as related to Lumify ® .

Lawsuits alleging infringement of these patents were filed against Slayback and its licensee, Dr.

Lawsuits alleging infringement of these patents were filed in the U.S.

District Court for the District of New Jersey against Slayback and its licensees, Dr.

Reddy’s Laboratories S.A.

Reddy’s Laboratories, Inc.

(collectively, “DRL”).

(collectively, “DRL”) (the “DRL Lawsuits”).

The Slayback Lawsuit and DRL Lawsuits were subsequently consolidated into one district court action before the U.S.

District Court for the District of New Jersey (3:21-cv-16766-RK-RLS).

On December 15, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies filed a Motion for a Preliminary Injunction requesting the court to enjoin any infringing activities by DRL and a hearing was held in January 2024.

On May 10, 2024, the Court denied Plaintiffs’ Motion, finding that Plaintiffs had not proven that they would be “irreparably harmed” absent a preliminary injunction.

Additionally, on December 18, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies amended its complaint to add claims for copyright infringement, as well as claims under the Lanham Act, including trademark and trade dress infringement.

Additionally, on December 18, 2023, B&L Inc., Bausch + Lomb Ireland Limited, and Eye Therapies amended its complaint in the consolidated district court action to add claims for copyright infringement, as well as claims under the Lanham Act, including trademark and trade dress infringement.

DRL subsequently petitioned for inter partes review (“IPR”) of the U.S.

11,596,600 and 11,833,245;

the PTAB instituted both petitions.

The IPRs are ongoing.

The lawsuit against DRL in the District of New Jersey is currently stayed (with an appeal of the Order granting the stay pending).

the PTAB instituted both petitions (IPR2024-00467 and IPR2024-00563).

Oral argument was held before the PTAB on May 13, 2025.

On July 9, 2025, settlement was reached with DRL and B&L Inc., Bausch + Lomb Ireland Limited, Eye Therapies and DRL entered into a settlement agreement effective as of July 9, 2025, providing for, among other things, a market entry date of June 30, 2027 (or earlier subject to certain acceleration clauses) for DRL’s generic drops.

On July 14, 2025, the consolidated district court action (3:21-cv-16766-RK-RLS) was dismissed without prejudice and on July 22, 2025, the PTAB terminated IPR2024-00467 and IPR2024-00563.

On August 13, 2025, the PTAB terminated IPR2022-00142 following remand from the Federal Circuit.

On March 28, 2025, B&L Inc.

received a Notice of Paragraph IV Certification from Somerset Therapeutics, LLC (“Somerset”), in which Somerset asserted that U.S.

8,293,742, 9,259,425, 11,596,600 and 11,833,245, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Somerset’s generic drops, for which an ANDA has been filed by Somerset (the “Somerset ANDA”).

On April 28, 2025, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Somerset and certain affiliates pursuant to the Hatch-Waxman Act, alleging infringement by Somerset of one or more claims of the Lumify Patents, thereby triggering a 30 -month stay of the approval of the Somerset ANDA.

A stipulation and order of dismissal was filed on January 8, 2026.

On April 25, 2025, B&L Inc.

and Bausch + Lomb Ireland Limited received a Notice of Paragraph IV Certification from Gland Pharma Limited (“Gland”), in which Gland asserted that U.S.

8,293,742, 9,259,425, 11,596,600 and 11,833,245, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Gland’s generic drops, for which an ANDA has been filed by Gland.

On April 28, 2025, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Gland pursuant to the Hatch-Waxman Act, alleging infringement by Gland of one or more claims of such Lumify patents, thereby triggering a 30 -month stay of the approval of the Gland ANDA.

A stipulation and order of dismissal was entered by the court on December 23, 2025.

On November 6, 2025, B&L Inc.

and Bausch + Lomb Ireland Limited received a Notice of Paragraph IV Certification from Granules India Ltd.

(“Granules”), in which Granules asserted that U.S.

8,293,742, 9,259,425, 11,596,600 and 11,833,245, each of which is listed in the FDA’s Orange Book for Lumify ® (brimonidine tartrate solution) drops, are either invalid, unenforceable and/or will not be infringed by the commercial manufacture, use or sale of Granules’ generic drops, for which an ANDA has been filed by Granules.

On December 9, 2025, B&L Inc., Bausch + Lomb Ireland Limited and Eye Therapies filed suit against Granules pursuant to the Hatch-Waxman Act, alleging infringement by Granules of one or more claims of such Lumify patents, thereby triggering a 30 -month stay of the approval of the Granules ANDA.

This matter is ongoing and Granules is expected to be served with the summons and complaint during the first quarter of 2026.

Bausch + Lomb remains confident in the strength of the Lumify ® related patents and intends to vigorously defend its intellectual property.

In addition to the intellectual property matters described above, in connection with the Vyzulta ® and Lotemax ® SM products, Bausch + Lomb has commenced ongoing infringement proceedings against potential generic competitors in the U.S.

In connection with Vyzulta ® , one matter has been resolved and dismissed, and another matter is ongoing in the District of New Jersey and is in the fact-discovery stage.

In connection with Lotemax ® SM, one matter resulted in a four-day bench trial starting January 13, 2025, and the parties await a decision;

another matter was recently filed in the District of New Jersey, and the complaint has not yet been served.

In addition to the intellectual property matters described above, in connection with Vyzulta ® and Lotemax ® SM products, Bausch + Lomb previously commenced infringement proceedings against potential generic competitors in the U.S., certain of which are ongoing.

In connection with Vyzulta ® , two matters have been resolved and dismissed and one matter was recently filed in the U.S.

District Court for the District of New Jersey and is ongoing.

In connection with Lotemax ® SM, one matter resulted in a four-day bench trial starting January 13, 2025, and the case was dismissed without prejudice on January 5, 2026;

another matter was recently filed in the U.S.

District Court for the District of New Jersey and is ongoing.

Inter Partes Review Proceedings at the U.S.

Patent and Trademark Office

In addition, patents covering the Company’s branded pharmaceutical products may be challenged in proceedings other than court proceedings, including IPR at the U.S.

Patents covering the Company’s branded pharmaceutical products may be challenged in proceedings other than court proceedings, including IPR at the U.S.

Patent & Trademark Office.

1 unchanged sentence

IPR challenges have been brought against patents covering the Company’s branded pharmaceutical products.

Mylan and MSN have filed IPR petitions for certain U.S.

Mylan and MSN filed IPR petitions for certain U.S.

patents listed in the FDA’s Orange Book for Trulance ® (plecanatide).

2 unchanged sentences

On October 12, 2022, MSN also filed a petition for IPR of the ’786 Patent and the PTAB then issued a decision on December 14, 2022, instituting MSN’s IPR and joining it with Mylan’s IPR.

On September 8, 2023, the PTAB issued as decision finding that Mylan and MSN had not shown that the ’786 Patent is unpatentable.

On September 28, 2023, Mylan appealed the PTAB’s September 8th decision to the U.S.

Court of Appeals for the Federal Circuit.

The Company remains confident in the strength of these patents and intends to vigorously defend its intellectual property.

Product Liability

On September 8, 2023, the PTAB issued a decision finding that Mylan and MSN had not shown that the ’786 Patent is unpatentable.

On September 28, 2023, Mylan appealed the PTAB’s September 8th decision to the Federal Circuit.

The Federal Circuit held oral arguments on April 7, 2025.

On June 20, 2025, the Federal Circuit issued a decision vacating the PTAB’s September 8, 2023 decision and remanded the matter back to the PTAB for additional fact-finding.

On remand, the PTAB issued a decision on January 27, 2026, finding that MSN had not shown that the ’786 Patent is unpatentable.

The Company remains confident in the strength of the patent and intends to vigorously defend its intellectual property.

Product Liability Litigation

Shower to Shower ® Products Liability Litigation

Since 2016, the Company and its affiliates, including Bausch + Lomb, have been named in a number of product liability lawsuits involving the Shower to Shower ® body powder product acquired in September 2012 from Johnson & Johnson;

due to dismissals, twenty-five ( 25 ) of such product liability suits currently remain pending.

due to dismissals, twenty-three ( 23 ) of such product liability suits currently remain pending.

In three ( 3 ) cases pending in the Atlantic County, New Jersey Multi-County Litigation, agreed stipulations of dismissal have been entered by the Court, thus dismissing the Company from those cases.

One ( 1 ) case was also recently dismissed with prejudice in its entirety for failure of plaintiff to comply with court orders requiring plaintiff fact sheets.

One ( 1 ) case was also dismissed with prejudice in its entirety for failure of plaintiff to comply with court orders requiring plaintiff fact sheets.

Two ( 2 ) cases in the federal multidistrict litigation were dismissed recently for failure to comply with orders requiring plaintiff profile forms.

Potential liability (including its attorneys’ fees and costs) arising out of these remaining suits is subject to full indemnification obligations of Johnson & Johnson owed to the Company and its affiliates, including Bausch + Lomb, and legal fees and costs will be paid by Johnson & Johnson.

Twenty-four ( 24 ) of these lawsuits filed by individual plaintiffs allege that the use of Shower to Shower ® caused the plaintiffs to develop ovarian cancer, mesothelioma or breast cancer.

The allegations in these cases include failure to warn,

design defect, manufacturing defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent misrepresentation, wrongful death, loss of consortium and/or punitive damages.

Twenty-two ( 22 ) of these lawsuits filed by individual plaintiffs allege that the use of Shower to Shower ® caused the plaintiffs to develop ovarian cancer, mesothelioma or breast cancer.

The allegations in these cases include failure to warn, design defect, manufacturing defect, negligence, gross negligence, breach of express and implied warranties, civil conspiracy concert in action, negligent misrepresentation, wrongful death, loss of consortium and/or punitive damages.

The damages sought include compensatory damages, including medical expenses, lost wages or earning capacity, loss of consortium and/or compensation for pain and suffering, mental anguish anxiety and discomfort, physical impairment and loss of enjoyment of life.

7 unchanged sentences

In October 2021, Johnson & Johnson, through one or more subsidiaries, purported to complete a Texas divisional merger with respect to any talc liabilities at Johnson & Johnson Consumer, Inc.

LTL Management, LLC (“LTL”), the resulting entity of the divisional merger, assumed JJCI’s talc liabilities and thereafter filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Western District of North Carolina, which in November 2021 was transferred to the United States Bankruptcy Court for the District of New Jersey (the “New Jersey Bankruptcy Court”).

LTL Management, LLC (“LTL”), the

resulting entity of the divisional merger, assumed JJCI’s talc liabilities and thereafter filed for Chapter 11 bankruptcy protection in the U.S.

Bankruptcy Court for the Western District of North Carolina, which in November 2021 was transferred to the U.S.

Bankruptcy Court for the District of New Jersey (the “New Jersey Bankruptcy Court”).

The first bankruptcy case was dismissed on April 4, 2023, after a decision by the Third Circuit Court of Appeals, and LTL re-filed a new Chapter 11 case on the same day.

4 unchanged sentences

In June and July 2024, LLT solicited votes for a new “pre-packaged” Chapter 11 plan, and after the reported successful solicitation of votes to commence the planned bankruptcy, LLT and certain affiliates underwent another corporate restructuring that resulted in two entities, Red River Talc LLC (“Red River”) and Pecos River Talc LLC (“Pecos River”), assuming the talc liabilities of LLT.

On September 20, 2024, Red River filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas (the “Texas Bankruptcy Court”), seeking to resolve all ovarian cancer related talc claims.

On September 20, 2024, Red River filed for Chapter 11 bankruptcy protection in the U.S.

Bankruptcy Court for the Southern District of Texas (the “Texas Bankruptcy Court”), seeking to resolve all ovarian cancer related talc claims.

On October 21, 2024, the Texas Bankruptcy Court agreed to enter a temporary restraining order and preliminary injunction staying all ovarian cancer-related talc claims at least through December 2024, which it has since extended through March 15, 2025.

2 unchanged sentences

Johnson & Johnson has reported that the entity Pecos River will be responsible for resolving all non-ovarian cancer-related talc claims outside of bankruptcy.

After the conclusion of the confirmation hearing, on March 31, 2025, the Texas Bankruptcy Court issued a memorandum decision denying confirmation of the plan, ordering the dismissal of Red River’s bankruptcy case and vacating the preliminary injunction.

The debtor’s time to appeal has expired.

Certain claimants filed motions to reconsider the dismissal of the bankruptcy case.

Those motions were denied and the time to appeal has expired.

Red River, Pecos River and Johnson & Johnson continue to have indemnification obligations running to the Company and its affiliates, including Bausch + Lomb, for Shower to Shower ® related product liability litigation.

It is our expectation that Johnson & Johnson, in accordance with the applicable indemnification agreement, will continue to vigorously defend the Company and Bausch + Lomb, in each of the remaining actions, and that the Company and Bausch + Lomb will not incur any material impairments with respect to indemnification claims as a result of the divisional merger or the bankruptcy.

General Civil Actions

Securities Litigation - New Jersey Declaratory Judgment Lawsuit

On March 24, 2022, the Company and Bausch + Lomb were named in a declaratory judgment action in the Superior Court of New Jersey, Somerset County, Chancery Division, brought by certain individual investors in the Company’s common shares and debt securities who are also maintaining individual securities fraud claims against the Company and certain current or former officers and directors as part of the U.S.

Securities Litigation.

This action seeks a declaratory judgment that alleged transfers of certain Company assets to Bausch + Lomb would constitute a voidable transfer under the New Jersey Voidable Transactions Act and that Bausch + Lomb would be liable for damages, if any, awarded against the Company in the individual opt-out actions.

The declaratory judgment action also alleges that the potential future separation of Bausch + Lomb from the Company by distribution of Bausch + Lomb stock to the Company’s shareholders would leave the Company with inadequate financial resources to satisfy these plaintiffs’ alleged securities fraud damages in the

underlying individual opt-out actions.

None of the plaintiffs in this declaratory judgment action have obtained a judgment against the Company in the underlying individual opt-out actions and the Company disputes the claims against it in those underlying actions.

The underlying individual opt-out actions assert claims under Sections 10(b) and 20(a) of the Exchange Act, and certain actions assert claims under Section 18 of the Exchange Act.

The allegations in those underlying individual opt out actions are made against the Company and several of its former officers and directors only and relate to, among other things, allegedly false and misleading statements made during the 2013-2016 time period by the Company and/or failures to disclose information about the Company’s business and prospects including relating to drug pricing and the use of specialty pharmacies.

On March 31, 2022, the Company and Bausch + Lomb removed the declaratory judgment action to the U.S.

District Court for the District of New Jersey.

On April 29, 2022, Plaintiffs filed a motion to remand.

On November 29, 2022, the District Court granted Plaintiffs’ remand motion and the case was remanded to the New Jersey Superior Court Chancery Division.

On December 8, 2022, Plaintiffs filed a proposed Order to Show Cause and motion for a preliminary injunction, and sought interim relief including expedited discovery.

On December 13, 2022, the Court denied Plaintiffs’ proposed Order to Show Cause and stayed discovery pending the resolution of the Company and Bausch + Lomb’s forthcoming motions to dismiss, while instructing the Company to provide certain notice to Plaintiffs of the intended completion of a potential future distribution referenced above under certain circumstances.

On December 22, 2022, Plaintiffs filed an amended complaint which, among other things, added claims seeking injunctive relief.

On January 11, 2023, the Company and Bausch + Lomb moved to dismiss the amended complaint.

Briefing was complete on February 24, 2023, and the motion to dismiss was heard on March 3, 2023.

On April 3, 2023, the Court issued a decision granting in part and denying in part the motion to dismiss.

Discovery is ongoing.

Both the Company and Bausch + Lomb dispute the claims in this declaratory judgment action and intend to vigorously defend this matter.

New Mexico Attorney General Consumer Protection Action

The Company and Bausch Health US were named in an action brought by State of New Mexico ex rel.

Balderas, Attorney General of New Mexico, in the County of Santa Fe New Mexico First Judicial District Court (New Mexico ex rel.

Johnson & Johnson, et al., Civil Action No.

D-101-CV-2020-00013, filed on January 2, 2020), alleging consumer protection claims against Johnson & Johnson and Johnson & Johnson Consumer, Inc., the Company and Bausch Health US related to Shower to Shower ® and its alleged causal link to mesothelioma and other cancers.

In April 2020, Bausch Health US filed a motion to dismiss, which in September 2020, the Court granted in part as to the New Mexico Medicaid Fraud Act and New Mexico Fraud Against Taxpayers Act claims and denied as to all other claims.

The State of New Mexico brings claims against all defendants under the New Mexico Unfair Practices Act and other common law and equitable causes of action, alleging defendants engaged in wrongful marketing, sale and promotion of talcum powder products.

The lawsuit seeks to recover the cost of the talcum powder products as well as the cost of treating asbestos-related cancers allegedly caused by those products.

Bausch Health US filed its answer on November 16, 2020.

On December 30, 2020 Johnson & Johnson filed a Motion for Partial Judgment on the Pleadings and on January 4, 2021, Bausch Health US filed a joinder to that motion, which was denied on March 8, 2021.

Trial was scheduled to begin on May 30, 2023, until the case was stayed by an interlocutory appeal to the New Mexico Supreme Court by Johnson & Johnson.

That stay was lifted on October 21, 2024 when the New Mexico Supreme Court ruled in favor of Johnson & Johnson and reversed the trial court, remanding the case back for further proceedings.

On July 14, 2022, LTL filed an adversary proceeding in the Bankruptcy Court (Case No.

21-30589, Adv.

22-01231) against the State of New Mexico ex rel.

Balderas, Attorney General, and obtained an injunction from the Bankruptcy Court barring the New Mexico Attorney General from continuing to prosecute the action while the bankruptcy case was pending.

Because the Bankruptcy Court has ultimately dismissed both LTL’s first and second bankruptcy cases, and a stay was not revived during the newest bankruptcy case of Red River Talc LLC (successor to LTL), filed on September 20, 2024, this suit has returned to its status quo prior to LTL’s filing.

The State has negotiated a settlement of the lawsuit with Johnson & Johnson, in which the Company and its affiliates, including Bausch + Lomb, are released parties.

The entire action will be dismissed once the settlement has been completed following payment.

Pending completion of the settlement, the Company and Bausch Health US dispute the claims against them, and this lawsuit will be defended vigorously.

Rifaximin Breach of Contract Litigation

On September 8, 2022, Lupin Ltd.

(“Lupin”) filed a lawsuit in the U.S.

District Court for the Southern District of New York against Salix Pharmaceuticals, Inc.

and the Company, asserting breach of contract claims relating to a 2009 manufacturing and supply agreement between Lupin and Salix Pharmaceuticals, Inc.

concerning rifaximin.

On November 18, 2022, Lupin filed an Amended Complaint, which added Bausch Health US as a defendant.

On March 28, 2023, the Company was dismissed without prejudice.

On October 10, 2023, Salix Pharmaceuticals, Inc.

asserted counterclaims

against Lupin for breach of contract.

No trial date has been set.

Salix Pharmaceuticals, Inc.

and Bausch Health US dispute Lupin’s claims, and intend to defend this matter vigorously.

It is our expectation that Johnson & Johnson, in accordance with the applicable indemnification agreement, will continue to vigorously defend the Company and Bausch + Lomb, in each of the remaining actions, and that the Company and Bausch + Lomb will not incur any material losses with respect to indemnification claims as a result of the divisional merger or the bankruptcy.

General Civil Litigation

Doctors Allergy Formula Lawsuit

In April 2018, Doctors Allergy Formula, LLC (“Doctors Allergy”), filed a lawsuit against Bausch Health Americas in the Supreme Court of the State of New York, County of New York, asserting breach of contract and related claims under a 2015 Asset Purchase Agreement, which purports to include milestone payments that Doctors Allergy alleges should have been paid by Bausch Health Americas.

In April 2018, Doctors Allergy Formula, LLC (“Doctors Allergy”), filed a lawsuit against BHA in the Supreme Court of the State of New York, County of New York, asserting breach of contract and related claims under a 2015 Asset Purchase Agreement, which purports to include milestone payments that Doctors Allergy alleges should have been paid by BHA.

Doctors Allergy claims its damages are not less than $ 23 million.

Bausch Health Americas has asserted counterclaims against Doctors Allergy.

Bausch Health Americas filed a motion seeking an order granting Bausch Health Americas’ motion for summary judgment on its counterclaims against Doctors Allergy and dismissing Doctors Allergy’s claims against Bausch Health Americas.

BHA has asserted counterclaims against Doctors Allergy.

BHA filed a motion seeking an order granting BHA’s motion for summary judgment on its counterclaims against Doctors Allergy and dismissing Doctors Allergy’s claims against BHA.

The motion was fully briefed as of May 2021.

1 unchanged sentence

On May 12, 2023, the Court issued a Decision and Order denying the motion.

On June 14, 2023, Bausch Health Americas filed a Notice of Appeal as to the Decision and Order.

On March 13, 2024, Bausch Health Americas filed its appellate brief with the Appellate Division of the New York Supreme Court, First Department, appealing the trial court’s denial of Bausch Health Americas’ motion for summary judgment.

Doctors Allergy filed its answering brief on July 26, 2024, and Bausch Health Americas filed its reply brief on September 13, 2024.

On June 14, 2023, BHA filed a Notice of Appeal as to the Decision and Order.

On March 13, 2024, BHA filed its appellate brief with the Appellate Division of the New York Supreme Court, First Department, appealing the trial court’s denial of BHA’s motion for summary judgment.

Doctors Allergy filed its answering brief on July 26, 2024, and BHA filed its reply brief on September 13, 2024.

The Appellate Division heard oral argument on November 7, 2024.

On December 5, 2024, the Appellate Division denied Bausch Health Americas’ appeal as to Doctors Allergy’s second cause of action (breach of contract) and Bausch Health Americas’ counterclaims, but it granted the appeal as to Doctors Allergy’s third cause of action (breach of the implied duty of good faith and fair dealing) and dismissed that claim.

On December 5, 2024, the Appellate Division denied BHA’s appeal as to Doctors Allergy’s second cause of action (breach of contract) and BHA’s counterclaims, but it granted the appeal as to Doctors Allergy’s third cause of action (breach of the implied duty of good faith and fair dealing) and dismissed that claim.

On December 13, 2024, the Appellate Division remitted this action back to the trial court.

An initial pretrial conference has been scheduled for April 8, 2025.

No trial date has been set.

Bausch Health Americas disputes the claims against it and this lawsuit will be defended vigorously.

Trial has been set, with jury selection beginning on April 20, 2026, and trial scheduled for April 24 to May 8, 2026.

BHA disputes the claims against it and this lawsuit will be defended vigorously.

Apriso ® Qui Tam Litigation

4 unchanged sentences

District Court for the Northern District of California against the Company, certain of its subsidiaries (collectively, the “Company”), and a third party, claiming that their alleged misrepresentations before the U.S.

Patent Office ultimately resulted in false claims for payment being made to federal and state healthcare payors for Apriso ® .

Patent Office ultimately resulted in false claims for payment being made to federal and state healthcare payors for

The complaint asserts claims seeking, inter alia, damages, civil penalties and attorneys’ fees under the federal False Claims Act and the false claims acts of several states.

8 unchanged sentences

On November 27, 2024, Plaintiff-relator filed an amended complaint.

The Company filed a motion to dismiss the amended complaint on February 5, 2025, which remains pending.

The Company filed a motion to dismiss the amended complaint on February 5, 2025.

On July 22, 2025, the District Court granted the motion to dismiss with leave to amend, holding that the amended complaint did not adequately differentiate between the multiple named defendants.

Plaintiff-relator filed his amended complaint on August 11, 2025.

The Company filed a motion to dismiss the third amended complaint on August 26, 2025.

The motion remains pending.

The Company disputes the claims against it and intends to defend itself vigorously.

Completed or Inactive Matters

The following matters have concluded, have settled, are the subject of an agreement to settle or have otherwise been closed since January 1, 2024 or have been inactive from the Company’s perspective for several fiscal quarters or the Company anticipates that no further material activity will take place with respect thereto.

The following matters have concluded, have settled, are the subject of an agreement to settle or have otherwise been closed during or prior to the three months ended December 31, 2025 or have been inactive from the Company’s perspective for several fiscal quarters or the Company anticipates that no further material activity will take place with respect thereto.

Due to the closure, settlement, inactivity or change in status of the matters referenced below, these matters will no longer appear in the Company’s future public reports and disclosures, unless required or as deemed appropriate.

With respect to inactive matters, to the extent material activity takes place in subsequent quarters with respect thereto, the Company will provide updates as required or as deemed appropriate.

Investigation by the U.S.

Attorney’s Office for the Northern District of Iowa – re OrthoDerm

The Company received a Civil Investigative Demand in May 2021 from the Civil Division of the United States Department of Justice and the United States Attorney’s Office for the Northern District of Iowa, requesting documents and other information concerning the sales and marketing of Bryhali ® , Duobrii ® , Jublia ® and Siliq ® .

The Company cooperated with this investigation.

On September 10, 2024, the United States District Court for the Northern District of Iowa unsealed a qui tam complaint captioned United States ex rel.

Bausch Health Companies Inc., et al.

1:19-cv-00139-CJW-MAR) that was filed on December 18, 2019 against Bausch Health Companies Inc., Bausch Health US, LLC, Bausch

Health Americas, Inc., and several individuals.

The complaint asserts claims seeking, inter alia, damages, civil penalties and attorneys’ fees for alleged violations of the federal False Claims Act (“FCA”) and several similar state statutes relating to the sales and marketing of certain dermatology products and retaliation under the FCA.

On September 9, 2024, the United States, as well as all the named states and the District of Columbia declined to intervene and on December 2, 2024, the relator filed a notice of dismissal.

The Court dismissed the action without prejudice on December 11, 2024.

This matter has now concluded.

Insurance Coverage Lawsuit

On December 7, 2017, the Company filed a lawsuit against its insurance companies that issued insurance policies covering claims made against the Company, its subsidiaries, and its directors and officers during two distinct policy periods, (i) 2013-14 and (ii) 2015-16.

The lawsuit was brought in the United States District Court for the District of New Jersey (Valeant Pharmaceuticals International, Inc., et al.

AIG Insurance Company of Canada, et al.;

3:18-CV-00493).

In the lawsuit, the Company seeks coverage for:

(i) the costs of defending and resolving claims brought by former shareholders and debtholders of Allergan, Inc.

in In re Allergan, Inc.

Proxy Violation Securities Litigation and Timber Hill LLC, individually and on behalf of all others similarly situated v.

Pershing Square Capital Management, L.P., et al.

(the “Allergan Securities Litigation”) (under the 2013-2014 coverage period) and (ii) costs incurred and to be incurred in connection with, inter alia , In re Valeant Pharmaceutical International, Inc.

Securities Litigation , the Securities Class Action Settlement, the U.S.

Securities Litigation – Opt-Out Litigation, and the Canadian Securities Litigation described in this section (collectively, “the Securities Matters”) (under the 2015-2016 coverage period).

On July 20, 2021, the Company entered into settlement agreements with the insurers in the 2015-2016 coverage period in which the Company agreed to resolve its claims for insurance coverage in connection with the Securities Matters, and with two insurers in the 2013-2014 coverage period to resolve its claims against those two insurers for insurance coverage in connection with the Allergan Securities Litigation.

As of June 30, 2023, the Company has entered into settlement agreements with the remaining insurers in the 2013-2014 coverage period in which the Company agreed to resolve its remaining claims for insurance coverage in connection with the Allergan Securities Litigation.

As a result of all of the settlement agreements entered into with the insurers through June 30, 2023, the Company has received an aggregate sum of $ 313 million for its claims in the 2013-2014 and 2015-2016 coverage periods.

This matter has now concluded.

Glumetza Antitrust Litigation

Between August 2019 and July 2020, eight ( 8 ) putative antitrust class actions and four ( 4 ) non-class complaints naming the Company, Salix Pharmaceuticals, Ltd., Salix Pharmaceuticals, Inc.

and Santarus, Inc.

(for purposes of this subsection, collectively, the “Company”), among other defendants, were filed or transferred to the Northern District of California.

Three ( 3 ) of the class actions were filed by plaintiffs seeking to represent a class of direct purchasers.

The purported classes of direct purchasers filed a consolidated first amended complaint and a motion for class certification in April 2020.

The court certified a direct purchaser class in August 2020.

The putative class action complaints filed by end payer purchasers have all been voluntarily dismissed.

Three ( 3 ) of the non-class complaints were filed by direct purchasers.

The fourth non-class complaint, asserting claims based on both direct and indirect purchases, was filed by an insurer plaintiff in July 2020 and subsequently amended in September 2020.

In December 2020, the court denied the Company’s motion to dismiss as to the insurer plaintiff’s direct claims but dismissed the insurer plaintiff’s indirect claims.

On February 2, 2021, the insurer plaintiff’s motion for leave to amend its complaint was denied.

These actions were consolidated and coordinated in In re Glumetza Antitrust Litigation , Case No.

3:19-cv-05822-WHA (the “ In re Glumetza Antitrust Litigation ”).

The lawsuits alleged that a 2012 settlement of a patent litigation regarding Glumetza ® delayed generic entry in exchange for an agreement not to launch an authorized generic of Glumetza ® or grant any other company a license to do so.

The complaints alleged that the settlement agreement resulted in higher prices for Glumetza ® and its generic equivalent both prior to and after generic entry.

Both the class and non-class plaintiffs sought damages under federal antitrust laws for claims based on direct purchases.

On February 8, 2021, the insurer plaintiff filed an action asserting its indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others (the “State Court Action”) (discussed in further detail below, see Glumetza State-Law Insurer Litigations ).

On July 26, 2021, the Company reached an agreement in principle and, thereafter, on September 14, 2021, executed a final settlement agreement to resolve the class plaintiffs’ claims for $ 300 million, subject to court approval.

On August 1, 2021, the Company also reached an agreement in principle to resolve the non-class direct purchaser plaintiffs’ claims, described above, for additional consideration.

A final settlement agreement with the non-class direct purchaser plaintiffs was executed on August 6, 2021.

As part of the settlements, the Company admitted no liability as to the claims against it and denied all allegations of wrongdoing.

On September 20, 2021, the insurer plaintiff voluntarily dismissed its claims in the

consolidated federal action.

By stipulation, the insurer plaintiff has asserted its direct opt-out claims in the State Court Action, resulting in the consolidation of all of its opt-out claims in the State Court Action.

On September 22, 2021, the court granted preliminary approval of the class settlement agreement and vacated the October 2021 trial date and all other pre-trial deadlines in the consolidated actions.

On February 3, 2022, the court granted final approval of the class settlement and ordered dismissal of the class plaintiffs’ claims.

The deadline to appeal the final approval of the class settlement has now passed, and the settlements have resolved and discharged all asserted class and direct purchaser non-class claims against the Company in the In re Glumetza Antitrust Litigation .

Glumetza State-Law Insurer Litigations

On February 8, 2021, the insurer plaintiff from the federal In re Glumetza Antitrust Litigation, Case No.

3:19-cv-05822- WHA (N.D.

Cal.) (the “In re Glumetza Antitrust Litigation”) (discussed in further detail above), Humana Inc.

(“Humana”), filed an action asserting its indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others (the “State Court Action”).

The State Court Action alleges that a 2012 settlement of a patent litigation regarding Glumetza ® delayed generic entry in exchange for an agreement not to launch an authorized generic of Glumetza ® or grant any other company a license to do so.

The State Court Action alleges that the settlement agreement resulted in higher prices for Glumetza ® and its generic equivalent both prior to and after generic entry.

On September 20, 2021, the parties stipulated that Humana’s direct opt-out claims from In re Glumetza Antitrust Litigation, discussed above, were deemed asserted in the State Court Action.

Defendants’ demurrer in the State Court Action was heard on September 22, 2021.

On November 29, 2021, the court denied the motion in part and granted it in part as to certain state law claims, with leave to amend.

Humana did not amend the complaint.

Defendants’ answers were filed on February 3, 2022.

On April 5, 2022, Health Care Service Corporation (“HCSC”) filed an action with similar substantive allegations and similar indirect (state law) claims in the Superior Court of Alameda County, California against the Company and others.

Defendants’ answers were filed on June 17, 2022.

On November 28, 2022, the Court consolidated this action with the State Court Action for trial and pretrial purposes (the “Consolidated State Case”).

On June 24, 2024, the Company reached an agreement to settle and, thereafter, on July 3, 2024, executed a final settlement agreement to resolve Humana’s (direct and indirect) and HCSC’s (indirect) state law claims.

Pursuant to the settlement, the actions were dismissed with prejudice as to the Company on August 16, 2024.

As part of the settlement, the Company admitted no liability as to the claims against it and denied all allegations of wrongdoing.

California Proposition 65 Related Matter

On June 19, 2019, plaintiffs filed a proposed class action in California state court against Bausch Health US and Johnson & Johnson (Gutierrez, et al.

Johnson & Johnson, et al., Case No.

37-2019-00025810-CU-NP-CTL), asserting claims for purported violations of the California Consumer Legal Remedies Act, False Advertising Law and Unfair Competition Law in connection with their sale of talcum powder products that the plaintiffs allege violated Proposition 65 and/or the California Safe Cosmetics Act.

This lawsuit was served on Bausch Health US in June 2019 and was subsequently removed to the United States District Court for the Southern District of California.

Plaintiffs sought damages, disgorgement of profits, injunctive relief, and reimbursement/restitution.

Bausch Health US filed a motion to dismiss Plaintiffs’ claims, which was granted in April 2020 without prejudice.

In May 2020, Plaintiffs filed an amended complaint and in June 2020, filed a motion for leave to amend the complaint further, which was granted.

On January 22, 2021, the Court granted the motion to dismiss with prejudice.

On February 19, 2021, Plaintiffs filed a Notice of Appeal with the Ninth Circuit Court of Appeals.

This matter was stayed by the Ninth Circuit on December 7, 2021, due to the preliminary injunction entered by the Bankruptcy Court in the LTL bankruptcy proceeding.

On September 13, 2023, the Ninth Circuit lifted the stay.

On April 8, 2024, the Ninth Circuit heard oral argument on Plaintiffs’ appeal of the lower court’s dismissal of the case with prejudice, and, on April 29, 2024, the Ninth Circuit issued a memorandum disposition that affirmed the dismissal of the case in full.

Plaintiffs have not filed a further appeal and the time to do so has passed.

California Consumer Protection Action

On October 31, 2023, Plaintiff County of Los Angeles filed an action on behalf of the state of California against the Company and Johnson & Johnson, seeking injunctive relief, restitution and damages in California state court (People of the State of California, by and through County of Los Angeles v.

Johnson & Johnson, et al., Case No.

23STCV27015).

The lawsuit asserts claims for purported violations of the California False Advertising Law, Unfair Competition Law, and public nuisance claims, against multiple manufacturers of talcum powder products, including Shower to Shower ® , that the plaintiffs allege caused or contributed to development of ovarian cancer and mesothelioma in residents of California.

The lawsuit seeks injunctive relief, restitution, statutory penalties and damages.

This action is included in a 42-state Attorneys General settlement reached by Johnson & Johnson, and the Company and its affiliates, including Bausch + Lomb, are included among the released parties.

A dismissal with prejudice was entered on October 23, 2024 and this matter has now concluded.

Securities Litigation - Opt-Out Litigation

Beginning October 2015, four putative securities class actions were filed in the U.S.

District Court for the District of New Jersey against the Company and certain current or former officers and directors.

The Court consolidated the matters in 2016 and they were later settled with final court approval in 2021 (the “Securities Class Action Settlement”).

In addition to the consolidated putative class action, thirty-seven groups of individual investors in the Company’s stock and debt securities chose to opt out of the consolidated putative class action and filed securities actions in the U.S.

District Court for the District of New Jersey against the Company and certain current or former officers and directors.

These actions are described and defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025.

These individual shareholder actions assert claims under Sections 10(b) and 20(a) of the Exchange Act.

Certain of these individual actions assert additional claims, including claims under Section 18 of the Exchange Act, Sections 11, 12(a)(2) and 15 of the Securities Act.

These claims are based on alleged purchases of Company stock, options, and/or debt at various times between January 3, 2013 and August 10, 2016.

The allegations in the complaints are similar to those made by plaintiffs in the putative class action.

As of January 2026, the Company has settled all opt-out cases.

As part of the settlements, the Company and the other settling defendants admitted no liability as to the claims against them and denied all allegations of wrongdoing.

Securities Litigation - New Jersey Declaratory Judgment Lawsuit

Securities Litigation.

underlying individual opt-out actions.

The underlying individual opt-out actions assert claims under Sections 10(b) and 20(a) of the Exchange Act, and certain actions assert claims under Section 18 of the Exchange Act.

On March 31, 2022, the Company and Bausch + Lomb removed the declaratory judgment action to the U.S.

District Court for the District of New Jersey.

On April 29, 2022, Plaintiffs filed a motion to remand.

On November 29, 2022, the District Court granted Plaintiffs’ remand motion and the case was remanded to the New Jersey Superior Court Chancery Division.

On December 8, 2022, Plaintiffs filed a proposed Order to Show Cause and motion for a preliminary injunction, and sought interim relief including expedited discovery.

On December 22, 2022, Plaintiffs filed an amended complaint which, among other things, added claims seeking injunctive relief.

On January 11, 2023, the Company and Bausch + Lomb moved to dismiss the amended complaint.

Briefing was complete on February 24, 2023, and the motion to dismiss was heard on March 3, 2023.

On April 3, 2023, the Court issued a decision granting in part and denying in part the motion to dismiss.

In early August 2025, a settlement was reached, and, on August 29, 2025, the Court issued an order staying this action pending satisfaction of certain conditions to that settlement.

On January 21, 2026, the Court entered a consent order dismissing the claims with prejudice.

Hound Partners Lawsuit

Valeant Pharmaceuticals International, Inc., et al.

MER-L-002185-18)) that asserts claims for common law fraud, negligent misrepresentation, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act.

The allegations in the complaint are similar to those made in the Hound Partners opt-out case in the U.S.

District Court for the District of New Jersey.

This action is now settled.

The Mylan Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Mylan, dated February 11, 2025, in which Mylan asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Mylan’s generic rifaximin tablets, 550 mg, for which Mylan filed an ANDA.

On March 26, 2025, the Company filed suit against Mylan pursuant to the Hatch-Waxman Act, alleging infringement by Mylan of one or more claims of the Xifaxan ® patents, thereby triggering a 30-month stay of the approval of Mylan’s ANDA for rifaximin tablets, 550 mg.

On September 30, 2025, the parties executed a confidential settlement agreement to resolve the lawsuit.

The court dismissed the lawsuit on October 2, 2025.

The Cipla Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Cipla USA, Inc., U.S.

Agent for Cipla Limited (collectively “Cipla”), dated September 18, 2024, in which Cipla asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Cipla’s generic rifaximin tablets, 550 mg, for which Cipla filed an ANDA.

The Company and Cipla executed a confidential settlement agreement on October 15, 2025.

The court dismissed the lawsuit on October 21, 2025.

The Ajanta Xifaxan ® Litigation

The Company received a Notice of Paragraph IV Certification from Ajanta, dated October 6, 2025, in which Ajanta asserted that certain U.S.

Patents listed in the FDA’s Orange Book for the Company’s Xifaxan ® tablets, 550 mg, are invalid, unenforceable and/or will not be infringed by the manufacture, use, sale, offer for sale, and/or importation of Ajanta’s generic rifaximin tablets, 550 mg, for which Ajanta filed an ANDA.

The Company filed a lawsuit against Ajanta on November 20, 2025, pursuant to the Hatch-Waxman Act, alleging infringement by Ajanta of one or more claims of the Xifaxan ® patents, thereby triggering a 30 -month stay of approval of Ajanta’s ANDA for rifaximin tablets, 550 mg.

Company and Ajanta executed a confidential settlement agreement on January 9, 2026.

On January 13, 2026, the Court dismissed the lawsuit.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

As of December 31, 2025, the Company believes it is reasonably possible that it may potentially make milestone and license fee payments, including sales-based milestone payments, of approximately $ 300 million over time, in the aggregate, to third parties for products currently under development or being marketed, primarily consisting of the following:

• Under the terms of a

• Under the terms of a June 2013 distribution and supply agreement with Mylan Pharmaceuticals Inc.

(as assignee of Spear Pharmaceuticals, Inc and Spear Dermatology Products Inc.), the Company may be required to make sales-based milestone payments.

The Company believes it is reasonably possible that these payments over time may approximate $ 35 million, in the aggregate.

• Under the terms of a December 2019 agreement with Novaliq GmbH, Bausch + Lomb has acquired an exclusive license for the commercialization and development in the U.S.

and Canada of MIEBO ® (perfluorohexyloctane), formerly known as NOV03, for the treatment of the signs and symptoms of dry eye disease and may be required to make sales-based milestone payments.

The Company believes it is reasonably possible that these payments over time may approximate $ 88 million, in the aggregate.

• Under the terms of a January 2025 agreement with Whitecap Biosciences, as disclosed in Note 3, “LICENSING AGREEMENTS AND ACQUISITIONS”, Bausch + Lomb may be required to make certain development and sales-based milestones and believes it is reasonably possible that these payments over time may approximate $ 64 million, in the aggregate.

• Under the terms of a December 2025 manufacturing acquisition agreement, as disclosed in Note 3, “LICENSING AGREEMENTS AND ACQUISITIONS”, Bausch + Lomb may be required to make certain milestone payments and believes it is reasonably possible that these payments over time may approximate $ 35 million, in the aggregate.

Due to the nature of these arrangements, the future potential payments related to the attainment of the specified milestones over a period of several years are inherently uncertain.

As of December 31, 2025, the Company has accrued $ 37 million related to future milestones, with the remaining milestones related to the aforementioned agreements, being not yet probable of being achieved.

Indemnification Provisions

In the normal course of business, the Company enters into agreements that include indemnification provisions for product liability and other matters.

These provisions are generally subject to maximum amounts, specified claim periods and other conditions and limits.

In addition, the Company is obligated to indemnify its officers and directors in respect of any legal claims or actions initiated against them in their capacity as officers and directors of the Company in accordance with applicable law.

Pursuant to such indemnities, the Company is indemnifying certain former officers and directors in respect of certain litigation and regulatory matters.

As of December 31, 2025 and 2024, no material amounts were accrued for the Company’s obligations under these indemnification provisions.

SEGMENT INFORMATION

Reportable Segments

The following is a brief description of the Company’s segments:

• The Salix segment consists of sales in the U.S.

of GI products.

Sales of the Xifaxan ® product line currently represent approximately 85 % of the Salix segment revenues.

• The International segment consists of sales, with the exception of sales of Bausch + Lomb products and Solta Medical aesthetic medical devices, outside the U.S.

of branded pharmaceutical products, branded generic pharmaceutical products and OTC products.

• The Solta Medical segment consists of global sales of Solta Medical aesthetic medical devices.

• The Diversified segment consists of sales in the U.S.

(i) pharmaceutical products in the areas of neurology and certain other therapeutic classes, (ii) dermatology products, (iii) generic pharmaceutical products and (iv) dentistry products.

• The Bausch + Lomb segment consists of global sales of Bausch + Lomb Vision Care, Surgical and Pharmaceuticals products.

Resources are allocated and performance is assessed by the Company’s Chief Executive Officer, whom the Company has determined to be the Company’s Chief Operating Decision Maker (the “CODM”).

The CODM evaluates the performance of its segments and allocates resources to them based on segment profit.

Segment profit is based on operating income after the elimination of intercompany transactions.

Certain costs, such as Amortization of intangible assets, Goodwill impairments, Asset impairments, Restructuring, integration and separation costs, and Other expense, net, are not included in the measure of segment profit, as management excludes these items in assessing segment financial performance.

The CODM uses segment profit in the annual budgeting and forecasting process.

The CODM considers budget-to-actual variances on a monthly basis for segment profit when making decisions about allocating capital and personnel to the segments.

The CODM uses segment profit in determining the compensation of certain employees.

In assessing segment performance and managing operations, the CODM does not review segment assets.

Corporate includes the finance, treasury, certain research and development programs, tax and legal operations of the Company’s businesses and certain expenses, gains and losses related to the overall management of the Company, which are not allocated to the other business segments.

Furthermore, a portion of share-based compensation is considered a corporate cost since the amount of such expense depends on company-wide performance rather than the operating performance of any single segment.

Revenues by Segment and Product Category and Segment Profits

Segment revenues by product category and segment profits for the years 2025, 2024 and 2023 were as follows:

For the year ended December 31, 2025

(in millions) Salix International Solta Medical Diversified Bausch + Lomb Total

Pharmaceuticals $ 2,578 $ 249 $ — $ 839 $ 1,081 $ 4,747

Devices — — 517 — 1,922 2,439

OTC — 168 — 6 1,834 2,008

Branded and Other generics — 642 — 77 243 962

Other revenues — 73 1 15 21 110

Total revenues 2,578 1,132 518 937 5,101 $ 10,266

Cost of goods sold (a)

172 476 129 127 2,045

Costs of other revenues — 59 — — 5

Selling, general and administrative 402 236 131 169 1,782

Research and development 79 27 26 14 144

Segment profit $ 1,925 $ 334 $ 232 $ 627 $ 1,125 4,243

Corporate ( 1,057 )

Amortization of intangible assets ( 1,001 )

Goodwill impairments ( 145 )

Asset impairments ( 8 )

Restructuring, integration and separation costs ( 77 )

Other expense, net ( 142 )

Operating income 1,813

Interest income 48

Interest expense ( 1,604 )

Gain on extinguishment of debt 162

Foreign exchange and other ( 52 )

Income before income taxes $ 367

For the year ended December 31, 2024

(in millions) Salix International Solta Medical Diversified Bausch + Lomb Total

Pharmaceuticals $ 2,330 $ 248 $ — $ 849 $ 969 $ 4,396

Devices — — 440 — 1,800 2,240

OTC — 173 — 6 1,724 1,903

Branded and Other generics — 624 — 74 281 979

Other revenues 3 66 — 21 17 107

Total revenues $ 2,333 $ 1,111 $ 440 $ 950 $ 4,791 $ 9,625

Cost of goods sold (a)

174 449 98 140 1,868

Costs of other revenues — 48 1 — 4

Selling, general and administrative 458 214 110 169 1,690

Research and development 99 24 18 15 121

Segment profit $ 1,602 $ 376 $ 213 $ 626 $ 1,108 3,925

Corporate ( 994 )

Amortization of intangible assets ( 1,077 )

Asset impairments ( 29 )

Restructuring, integration and separation costs ( 32 )

Other expense, net ( 247 )

Operating income 1,546

Interest income 33

Interest expense ( 1,388 )

Gain on extinguishment of debt 23

Foreign exchange and other ( 47 )

Income before income taxes $ 167

For the year ended December 31, 2023

(in millions) Salix International Solta Medical Diversified Bausch + Lomb Total

Pharmaceuticals $ 2,251 $ 250 $ — $ 790 $ 618 $ 3,909

Devices — — 347 — 1,650 1,997

OTC — 179 — 7 1,611 1,797

Branded and Other generics — 588 — 120 252 960

Other revenues ( 1 ) 54 — 26 15 94

Total revenues 2,250 1,071 347 943 4,146 $ 8,757

Cost of goods sold (a)

182 470 78 149 1,640

Costs of other revenues — 38 — — 2

Selling, general and administrative 416 205 88 190 1,402

Research and development 104 23 20 18 122

Segment profit $ 1,548 $ 335 $ 161 $ 586 $ 980 3,610

Corporate ( 933 )

Amortization of intangible assets ( 1,077 )

Goodwill impairments ( 493 )

Asset impairments ( 54 )

Restructuring, integration and separation costs ( 62 )

Other expense, net ( 28 )

Operating income 963

Interest income 26

Interest expense ( 1,328 )

Gain on extinguishment of debt 1

Foreign exchange and other ( 52 )

Loss before income taxes $ ( 390 )

(a) Cost of goods sold excludes amortization and impairments of intangible assets.

Revenues for the Company’s top ten products for the years 2025, 2024 and 2023 represented 51 %, 50 % and 48 % of total product sales, respectively.

Geographic Information

Revenues are attributed to a geographic region based on the location of the customer and for the years 2025, 2024 and 2023, were as follows:

(in millions) 2025 2024 2023

$ 6,138 $ 5,767 $ 5,194

China 493 496 441

Canada 417 402 366

Poland 382 350 319

Mexico 278 315 322

France 249 230 214

South Korea 234 146 93

Russia 198 161 148

Japan 192 188 194

Germany 176 159 152

United Kingdom 141 135 125

Spain 109 99 92

Italy 106 94 86

Other 1,153 1,083 1,011

$ 10,266 $ 9,625 $ 8,757

Long-lived assets consisting of property, plant and equipment, net of accumulated depreciation, are attributed to geographic regions based on their physical location and as of December 31, 2025 and 2024 were as follows:

(in millions) 2025 2024

Ireland 544 425

Germany 162 104

Other 470 375

$ 2,074 $ 1,780

Major Customers

Customers that accounted for 10% or more of total revenues were as follows:

2025 2024 2023

18 % 19 % 19 %

McKesson Corporation 16 % 15 % 15 %

Cardinal Health, Inc.

14 % 14 % 13 %

SUBSEQUENT EVENT

Salix Goodwill

In January 2026, the Company received the results for the double-blind Phase 3 clinical trials for two global RED-C clinical programs evaluating its rifaximin soluble solid dispersion formulation, designed to prevent overt hepatic encephalopathy and related complications in patients with early-stage liver cirrhosis.

While safe and well-tolerated, both clinical trials failed to achieve their primary endpoints.

The Company performed a preliminary quantitative goodwill analysis as of January 22, 2026 for the Salix reporting unit using revised forecasts, an updated discount rate, and a new long-term growth rate that reflect the impact of the Phase 3 clinical trial results.

The Company anticipates recognizing an impairment charge to the goodwill of the Salix reporting unit of approximately $ 1,400 million in the first quarter of 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures