What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-22 · 52 added, 42 removed, 199 unchanged (32% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), its principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of the period covered by this report.

35 unchanged sentences

There were no changes in our internal control over financial reporting for the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are continually monitoring and assessing the pandemic status and geopolitical environment to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

We are continually monitoring and assessing the geopolitical environment to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Other Information

On November 7, 2023 , Sam Leno , a member of our Board , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”), providing for the potential sale of up to 2,045 shares of our common stock obtained from the exercise of vested stock options covered by the 10b5-1 Plan, between March 4, 2024 and May 15, 2024.

On November 29, 2023 , Mr.

Leno amended his 10b5-1 Plan to add the potential sale of up to 20,344 additional shares of our common stock obtained from the exercise of vested stock options covered by the 10b5-1 Plan, between March 4, 2024 and May 15, 2024.

During the fourth quarter of 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, modified, or terminated a Rule 10b5-1 trading arrangement.

Nonqualified Deferred Compensation Plan

On July 22, 2024, the Talent and Compensation Committee of the Board adopted a Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”), effective October 1, 2024.

The Deferred Compensation Plan allows a select group of advisors, management and highly compensated employees, including all of our executive officers, to elect to defer the receipt of a portion of their base salaries and bonuses, and to receive such deferred compensation in the form of a lump sum or periodic installments, as elected by the participant.

The Deferred Compensation Plan also permits the Company, in its sole discretion, to credit additional amounts to the deferral accounts of some or all Deferred Compensation Plan participants.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Our Code of Conduct is currently available on our website, www.lantheus.com.

The information on our web site is not part of, and is not incorporated into, this Annual Report on Form 10-K.

The information on our web site is not part of, and is not incorporated into, this Form 10-K.

We intend to provide any required disclosure of any amendment to or waiver from such code that applies to our CEO, CFO and other senior financial officers, or persons performing similar functions, in a Current Report on Form 8-K filed with the SEC.

11 unchanged sentences

The following consolidated financial statements of Lantheus Holdings, Inc.

are filed as part of this Annual Report on Form 10-K under Part II, Item 8.

are filed as part of this Form 10-K under Part II, Item 8.

Financial Statements and Supplementary Data:

3 unchanged sentences

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

6 unchanged sentences

Number Description of Exhibits Form File Number Exhibit Filing Date

2.1††# Agreement and Plan of Merger, dated as of January 27, 2025, by and among Lantheus Medical Imaging, Inc., Project Hazel Merger Sub, Inc., Evergreen Theragnostics, Inc., Shareholder Representative Services LLC and, for purposes of Section 11.2 only, Lantheus Holdings, Inc.

8-K 001-36569 2.1 January 28, 2025

3.1 Amended and Restated Certificate of Incorporation of Lantheus Holdings, Inc.

10 unchanged sentences

2013 Equity Incentive Plan.

S-4 333-169785 10.18 October 6, 2010

10.2+ Amendment No.

1 to Lantheus Holdings, Inc.

2008 Equity Incentive Plan.

S-4 333-169785 10.19 October 6, 2010

10.3+ Amendment No.

2 to Lantheus Holdings, Inc.

2008 Equity Incentive Plan.

S-4 333-169785 10.20 October 6, 2010

10.4+ Form of Option Grant Award Agreement.

S-4 333-169785 10.21 October 6, 2010

10.5+ Lantheus Holdings, Inc.

2013 Equity Incentive Plan.

8-K 333-169785 10.1 May 6, 2013

12 unchanged sentences

S-1 333-196998 10.40 June 24, 2015

10.12+ Form of Amendment to the Lantheus Holdings, Inc.

2008 Equity Incentive Plan.

S-1 333-196998 10.41 June 24, 2015

10.8+ Amendment to Lantheus Holdings, Inc.

4 unchanged sentences

8-K 001-36569 10.1 April 28, 2017

10.15+ Lantheus Holdings, Inc.

2017 Employee Stock Purchase Plan

8-K 001-36569 10.2 April 28, 2017

10.16† Collaboration and License Agreement by and between Lantheus Medical Imaging, Inc.

and GE Healthcare Limited dated April 25, 2017.

10-Q 001-36569 10.1 August 1, 2017

10.10+ Second Amended and Restated Employment Agreement, effective January 25, 2019, by and between Lantheus Medical Imaging, Inc.

11 unchanged sentences

10-Q 001-36569 10.2 July 25, 2019

Incorporated by Reference

Number Description of Exhibits Form File Number Exhibit Filing Date

10.15+ Lantheus Holdings, Inc.

8 unchanged sentences

8-K 000-23143 10.46 (21) January 5, 2016

Incorporated by Reference

Number Description of Exhibits Form File Number Exhibit Filing Date

10.18+ Fifth Amendment to Lantheus Holdings, Inc.

23 unchanged sentences

10-Q 001-36569 10.1 August 3, 2023

10.28 First Amendment to License and Collaboration Agreement (PNT-2002), dated as of January 31, 2024, by and between POINT Biopharma, Inc.

and Lantheus Two, LLC and Lantheus Medical Imaging, Inc.

10-Q 001-36569 10.1 May 2, 2024

10.29 Seventh Amendment to Lantheus Holdings, Inc.

2015 Equity Incentive Plan

8-K 001-36569 10.1 April 29, 2024

10.30+ Employment Agreement, effective January 23, 2024, by and between Lantheus Medical Imaging, Inc.

and Brian Markison

8-K 001-36569 10.1 January 23, 2024

10.31+†† Consulting Agreement by and between Lantheus Medical Imaging, Inc.

and Etienne Montagut, effective as of June 7, 2024

10-Q 001-36569 10.2 July 31, 2024

10.32*†† Second Amendment to Lease dated as of October 3, 2024

10.33 Eighth Amendment to Lantheus Holdings, Inc.

2015 Equity Incentive Plan

10-Q 001-36569 10.1 November 6, 2024

10.34 First Amendment to Credit Agreement, dated December 19, 2024, among Lantheus Medical Imaging Inc., Lantheus Holdings, Inc., the lenders and other parties party thereto and Citizens Bank N.A., as administrative and collateral agent

8-K 001-36569 10.1 December 23, 2024

10.35*+ Form of Indemnification Agreement

10.36*+ Nonqualified Deferred Compensation Plan

10.37*†† Sale and Purchase Agreement, dated as of January 12, 2025, by and among Life Medical Group Limited and Life Healthcare Group Holdings Limited and Lantheus Radiopharmaceuticals UK Limited and Lantheus Medical Imaging Inc.

19.1* Policy on Insider Trading and Communications with the Public

13 unchanged sentences

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

Incorporated by Reference

Number Description of Exhibits Form File Number Exhibit Filing Date

104* Cover Page Interactive Data File (embedded within the Inline XBRL document)

5 unchanged sentences

† Confidential treatment requested as to certain portions, which portions have been filed separately with the Securities and Exchange Commission.

# Pursuant to Item 601(b)(2)(ii) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because the Company customarily and actually treats such omitted information as private or confidential and because such omitted information is not material.

Form 10-K Summary

1 unchanged sentence

LANTHEUS HOLDINGS, INC.

/S/ MARY ANNE HEINO

Mary Anne Heino

/S/ BRIAN MARKISON

Brian Markison

Chief Executive Officer

February 26, 2025

We, the undersigned directors and officers of Lantheus Holdings, Inc., hereby severally constitute and appoint Mary Anne Heino, Robert J.

We, the undersigned directors and officers of Lantheus Holdings, Inc., hereby severally constitute and appoint Brian Markison, Robert J.

Marshall, Jr.

and Daniel Niedzwiecki, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the SEC, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/S/ MARY ANNE HEINO Chief Executive Officer and Director

/S/ BRIAN MARKISON Chief Executive Officer and Director

(Principal Executive Officer) February 26, 2025

Mary Anne Heino

Brian Markison

/S/ ROBERT J.

3 unchanged sentences

Marshall, Jr.

/S/ ANDREA SABENS Chief Accounting Officer

/S/ KIMBERLY BROWN Chief Accounting Officer

(Principal Accounting Officer) February 26, 2025

Andrea Sabens

/S/ BRIAN MARKISON Executive Chair of the Board of Directors February 22, 2024

Brian Markison

Kimberly Brown

/S/ MARY ANNE HEINO Chairperson of the Board of Directors February 26, 2025

Mary Anne Heino

/S/ MINNIE BAYLOR-HENRY Director February 26, 2025

2 unchanged sentences

Director February 26, 2025

/S/ JULIE EASTLAND Director February 26, 2025

Julie Eastland

/S/ SAMUEL R.

3 unchanged sentences

MCHUGH Director February 26, 2025

PHUONG KHANH MORROW Director February 26, 2025

Phuong Khanh Morrow

PRUDEN Director February 26, 2025

1 unchanged sentence

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