What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 242 added, 320 removed, 447 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except par value)

September 30,

2025 December 31,

4 unchanged sentences

Other current assets 67,372 24,536

Assets held for sale 7,159 7,159

Total current assets 1,423,780 1,326,633

21 unchanged sentences

Common stock ($ 0.01 par value, 250,000 shares authorized;

70,854 and 69,863 shares issued as of September 30, 2024 and December 31, 2023, respectively)

71,607 and 70,905 shares issued as of March 31, 2025 and December 31, 2024, respectively)

Additional paid-in capital 821,346 817,972

Treasury Stock at cost - 1,339 shares as of September 30, 2024 and December 31, 2023

Treasury Stock at cost - 2,455 shares as of March 31, 2025 and December 31, 2024

( 175,000 ) ( 175,000 )

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Revenues $ 372,764 $ 369,975

9 unchanged sentences

Interest expense 4,804 4,859

Investment in equity securities - unrealized gain ( 37,325 ) — ( 75,492 ) —

Investment in equity securities - unrealized loss (gain) 14,862 ( 60,704 )

Other income ( 14,128 ) ( 8,788 )

13 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 72,945 $ 131,066

6 unchanged sentences

(in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Treasury Stock Additional

1 unchanged sentence

Comprehensive

(Loss) Income Total

Stockholders’

10 unchanged sentences

71,607 $ 716 2,455 $ ( 175,000 ) $ 821,346 $ 518,890 $ ( 1,758 ) $ 1,164,194

Net income — — — — — 62,073 — 62,073

Other comprehensive loss — — — — — — ( 32 ) ( 32 )

Stock option exercises and employee stock plan purchases 68 1 — — 1,548 — — 1,549

Vesting of restricted stock awards and units 58 1 — — ( 1 ) — — —

Shares withheld to cover taxes ( 11 ) — — — ( 924 ) — — ( 924 )

Stock-based compensation — — — — 18,479 — — 18,479

Balance, June 30, 2024

70,750 $ 708 1,339 ( 75,000 ) $ 775,545 $ 326,642 $ ( 1,210 ) $ 1,026,685

Net income — — — — — — 131,093 — 131,093

Other comprehensive income — — — — — — 44 44

Stock option exercises and employee stock plan purchases 76 1 — — 2,831 — — 2,832

Vesting of restricted stock awards and units 40 — — — — — — —

Shares withheld to cover taxes ( 12 ) — — — ( 1,312 ) — — ( 1,312 )

Stock-based compensation — — — — 20,366 — — 20,366

Balance, September 30, 2024

70,854 $ 709 1,339 $ ( 75,000 ) $ 797,430 $ 457,735 $ ( 1,166 ) $ 1,179,708

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Accumulated

Capital Retained earnings Accumulated

Comprehensive

(Loss) Income Total

Stockholders’

2 unchanged sentences

69,863 $ 699 1,339 $ ( 75,000 ) $ 757,727 $ 133,503 $ ( 1,037 ) $ 815,892

Net loss — — — — — ( 2,807 ) — ( 2,807 )

Other comprehensive loss — — — — — — ( 119 ) ( 119 )

Stock option exercises and employee stock plan purchases 120 1 — — 2,781 — — 2,782

Vesting of restricted stock awards and units 813 8 — — ( 8 ) — — —

Shares withheld to cover taxes ( 154 ) ( 2 ) — — ( 11,152 ) — — ( 11,154 )

Stock-based compensation — — — — 9,667 — — 9,667

Balance, March 31, 2023

69,630 $ 696 1,339 $ ( 75,000 ) $ 717,163 $ ( 195,965 ) $ ( 1,378 ) $ 445,516

Net income — — — — — 131,066 — 131,066

Other comprehensive income — — — — — — 426 426

Stock option exercises and employee stock plan purchases 73 1 — — 1,346 — — 1,347

Vesting of restricted stock awards and units 68 1 — — ( 1 ) — — —

Shares withheld to cover taxes ( 16 ) — — — ( 1,467 ) — — ( 1,467 )

Stock-based compensation — — — — 12,692 — — 12,692

Balance, June 30, 2023

69,755 $ 698 1,339 $ ( 75,000 ) $ 729,733 $ ( 101,834 ) $ ( 952 ) $ 552,645

Net income — — — — — 131,957 — 131,957

Other comprehensive loss — — — — — — ( 141 ) ( 141 )

3 unchanged sentences

Stock-based compensation — — — — 15,384 — — 15,384

Balance, September 30, 2023

Balance, March 31, 2024

70,635 $ 706 1,339 $ ( 75,000 ) $ 756,443 $ 264,569 $ ( 1,178 ) $ 945,540

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Depreciation, amortization and accretion 13,626 15,445

Impairment of long-lived assets — 138,050

Adjustment to the fair value of asset retirement obligation

Amortization of debt related costs 1,115 1,073

Changes in fair value of contingent assets and liabilities ( 1,405 ) ( 9,475 )

Inventory adjustments ( 1,378 ) 2,757

1 unchanged sentence

Gain on disposal of assets — ( 6,254 )

Gain on sale of RELISTOR licensed intangible asset associated with net sales royalties — ( 51,789 )

Unrealized gain on investment in equity securities ( 75,492 ) —

Charges incurred in connection with acquired IPR&D 66,000 —

Unrealized loss (gain) on investment in equity securities 14,862 ( 60,704 )

Charges incurred pursuant to acquired in-process research and development

Deferred taxes 1,351 11,260

Long-term indemnification receivable — 3,929

Long-term income tax payable and other long-term liabilities 639 439

5 unchanged sentences

Accounts payable 4,982 ( 3,462 )

Accrued expenses and other liabilities 18,529 ( 89,196 )

Accrued expenses and other current and noncurrent liabilities 3,328 50,449

Net cash provided by operating activities 107,563 127,238

1 unchanged sentence

Capital expenditures ( 8,718 ) ( 8,273 )

Acquisition of assets, net ( 80,911 ) ( 45,345 )

Proceeds from sale of assets — 8,000

Deposit for acquisition of a business

Purchases of investment in equity securities ( 5,000 ) ( 78,256 )

Acquisition of exclusive license option — ( 28,000 )

Net cash (used in) provided by investing activities ( 219,413 ) 18,008

Net cash used in investing activities ( 63,718 ) ( 106,529 )

Cash flows from financing activities:

Payments on long-term debt and other borrowings ( 402 ) ( 184 )

Contingent value rights settlement — ( 3,700 )

Proceeds from stock option exercises 3,886 934

9 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Reconciliation to amounts within the condensed consolidated balance sheets

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of period $ 940,214 $ 719,919

Nine Months Ended

September 30,

Three Months Ended

Schedule of non-cash investing and financing activities

1 unchanged sentence

Lease liability settled through transfer of lease $ — $ 376

Right-of-use asset obtained in exchange for operating lease liabilities $ 63 $ 29,625

Modification of lease agreement $ 5,789 $ —

Right-of-use asset obtained in exchange for finance lease obligations

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

2 unchanged sentences

Note Regarding Company References and Trademarks

Unless the context otherwise requires, references to the “Company” and “Lantheus” refer to Lantheus Holdings, Inc.

Unless the context otherwise requires, references to the “Company,” “our Company,” “Lantheus,” “we,” “us” and “our” refer to Lantheus Holdings, Inc.

and its direct and indirect wholly-owned subsidiaries;

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and not to any of its subsidiaries;

references to “LMI” refer to Lantheus Medical Imaging, Inc., the direct subsidiary of Lantheus Holdings;

references to “Lantheus Alpha” and “Meilleur” refer to Lantheus Alpha Therapy, LLC and Meilleur Technologies, Inc., respectively, each a direct subsidiary of Lantheus Holdings;

references to “Cerveau,” “Lantheus Real Estate,” “Lantheus Two,” “Lantheus Three” and “Progenics” refer to Cerveau Technologies, Inc.;

references to “Lantheus Medical” refer to Lantheus Medical Imaging, Inc., the wholly-owned subsidiary of Lantheus Holdings;

references to “Lantheus Alpha” and “Meilleur” refer to Lantheus Alpha Therapy, LLC and Meilleur Technologies, Inc., respectively, each a wholly-owned subsidiary of Lantheus Holdings;

references to “Cerveau,” “Lantheus Real Estate,” “Lantheus Two” and “Progenics” refer to Cerveau Technologies, Inc.;

Lantheus MI Real Estate, LLC;

Lantheus Two, LLC;

Lantheus Three, LLC;

and Progenics Pharmaceuticals, Inc., respectively, each a wholly-owned subsidiary of LMI, and references to “EXINI” refer to EXINI Diagnostics AB, a wholly-owned subsidiary of Progenics.

Solely for convenience, the Company refers to trademarks, service marks and trade names without the TM, SM and ® symbols.

and Progenics Pharmaceuticals, Inc., respectively, each a wholly-owned subsidiary of Lantheus Medical, and references to “EXINI” refer to EXINI Diagnostics AB, a wholly-owned subsidiary of Progenics.

Solely for convenience, the Company refers to trademarks, service marks and trade names in this Quarterly Report on Form 10-Q (“Form 10-Q”) without the TM, SM and ® symbols.

Those references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent permitted under applicable law, its rights to its trademarks, service marks and trade names.

Each trademark, trade name or service mark of any other company appearing in this Form 10-Q, is, to the Company’s knowledge, owned by that other company.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Lantheus and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X.

GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X.

Accordingly, these condensed consolidated financial statements do not include all of the information and notes required by U.S.

1 unchanged sentence

In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement have been included.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for any future period.

The preparation of the Company’s condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue and expenses, and related disclosures.

The results of operations for the three months ended March 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for any future period.

The condensed consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by U.S.

GAAP for complete financial statements.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities Exchange Commission (“SEC”) on February 22, 2024.

Progenics Acquisition

On June 19, 2020 (the “Closing Date”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 20, 2020 (the “Merger Agreement”), by and among Lantheus Holdings, Plato Merger Sub, Inc., a wholly-owned subsidiary of Lantheus Holdings (“Merger Sub”), and Progenics, Lantheus Holdings completed the acquisition of Progenics by means of a merger of Merger Sub with and into Progenics, with Progenics becoming an indirect subsidiary of Lantheus Holdings following the completion of such merger (the “Progenics Acquisition”).

In connection with the Progenics Acquisition, Lantheus Holdings issued 26,844,877 shares of Lantheus Holdings common stock and 86,630,633 contingent value rights (each a “CVR”) tied to the financial performance of PYLARIFY to former Progenics stockholders and option holders.

Each CVR entitled its holder to receive a pro rata share of aggregate cash payments equal to 40 % of United States (“U.S.”) net sales generated by PYLARIFY in 2022 and 2023 in excess of $ 100.0 million and $ 150.0 million, respectively.

The Company’s aggregate payments in respect of the CVRs, together with any other non-stock consideration treated as paid in connection with the Progenics Acquisition, was capped at 19.9 % of the total consideration the Company paid in the Progenics Acquisition.

Based on the Company’s 2022 PYLARIFY net sales, the Company determined that the aggregate payment obligation under the CVRs was $ 99.6 million, which was the maximum amount payable.

The Company paid out this amount in May 2023 in full satisfaction of the CVRs.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of the Company’s most recent Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2024 filed with the Securities Exchange Commission (“SEC”) on February 26, 2025.

Summary of Significant Accounting Policies

1 unchanged sentence

Equity investments without readily determinable fair values for which the Company does not have significant influence over the investee are measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative).

For equity investments for which the Company does not have significant influence over the investee, changes in the value of unsold equity investments are recorded in investment in equity securities – unrealized gain.

Equity investments for which the Company has significant influence over the investee are measured using the equity method unless the Company elects to apply the fair value option to account for the investment.

2 unchanged sentences

The Company has not yet adopted the following standards:

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

Improvements to Reportable Segment Disclosures , which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The guidance in this update is effective for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024.

The Company is currently in the process of evaluating the effects of this pronouncement on our related disclosures.

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

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-04, “ Debt - Debt with Conversion and Other Options (Subtopic 470-20),” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than as extinguishment of debt.

The requirements of ASU 2024-04 are effective for the annual periods beginning after December 15, 2025, including interim periods within those fiscal years.

Early adoption is permitted.

For the Company, the requirements under ASU 2024-04 will be effective for its Form 10-Q for the first

quarter of 2026.

The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial results and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.” ASU 2024-03 requires additional income statement disclosures, including the disaggregation of specific categories of expenses underlying the line items presented on the income statement.

Additionally, ASU 2024-03 requires enhanced disclosure of selling expenses.

As clarified by ASU 2025-01, the requirements of the guidance are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

For the Company, annual reporting requirements under ASU 2024-03 will be effective for its Form 10-K for the year ending December 31, 2027 and interim reporting requirements will be effective beginning in the first quarter of 2028.

Early adoption is permitted and the amendments should be applied on a prospective basis, however retrospective application is permitted.

The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

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

Improvements to Income Tax Disclosures ,” which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently in the process of evaluating the impact of this pronouncement on our related disclosures.

The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

Revenue from Contracts with Customers

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

Major Products/Service Lines (in thousands) 2025 2024

9 unchanged sentences

Radiopharmaceutical Oncology, Precision Diagnostics, and Strategic Partnerships and Other Revenue.

Radiopharmaceutical Oncology includes PYLARIFY and AZEDRA.

Radiopharmaceutical Oncology consists of PYLARIFY and historically included AZEDRA.

In the first quarter of 2024, the Company discontinued the production of AZEDRA.

Precision Diagnostics includes DEFINITY, TechneLite and other diagnostic imaging products.

Strategic Partnerships and Other Revenue primarily includes out-licensing arrangements and partnerships for the Company’s biomarker solutions, digital solutions, and radiotherapeutic platforms, inclusive of two investigational stage diagnostic agents, MK-6240 and NAV-4694.

On August 2, 2023, the Company sold its rights to the RELISTOR net sales royalty asset (the “RELISTOR royalty asset”) under its license agreement with Bausch Health Companies, Inc.

the Company retained the rights to future sales-based milestone payments.

Strategic Partnerships and Other Revenue primarily includes revenue derived from partnerships with pharmaceutical companies and academic institutions that use the Company’s investigational products, such as MK-6240 and NAV-4694, in clinical trials as research tools, as well as royalties and other milestone payments received from the Company’s strategic partners that have commercialized products pursuant to license arrangements with the Company.

Revenue by product category on a net basis is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

10 unchanged sentences

However, the Company’s performance obligations are typically part of contracts that have an original expected duration of one year or less.

As such, the Company is not disclosing the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of the end of the reporting period.

Therefore, since the Company elected the practical expedient under Accounting Standards Codification (“ASC”) 606-10-50-14, it does not disclose information regarding remaining performance obligations which are part of contracts that have an original expected duration of one year or less.

Fair Value of Financial Instruments

5 unchanged sentences

The Company develops these inputs based on the best information available, including its own data.

Financial assets and liabilities measured at fair value on a recurring basis consist of money market funds, contingent consideration liabilities, and equity investments.

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis consist of money market funds, deferred compensation plan assets (which currently consist of mutual funds) and deferred compensation plan liabilities, and equity investments.

The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets.

Investment in equity securities resulting from the Perspective Therapeutics, Inc.

(“Perspective”) strategic agreements were recorded at fair value by the Company and are adjusted for price changes observable in the market each quarter.

The Company recorded the contingent consideration liabilities resulting from the Progenics Acquisition at fair value based on inputs that are not observable in the market.

(“Perspective”) and Radiopharm Theranostics Limited (“Radiopharm”) strategic agreements are recorded at fair value and adjusted for price changes observable in the market each quarter.

The tables below present information about the Company’s assets and liabilities measured at fair value on a recurring basis:

September 30, 2024

March 31, 2025

(in thousands) Total Fair

Value Level 1 Level 2 Level 3

Value Level 1 Level 2

Money market funds $ 489,966 $ 489,966 $ —

1 unchanged sentence

Total assets $ 520,341 $ 520,341 $ —

Contingent consideration liabilities $ 1,294 $ — $ — $ 1,294

Deferred compensation plan liabilities $ 621 $ — $ 621

Total liabilities $ 621 $ — $ 621

1 unchanged sentence

(in thousands) Total Fair

Value Level 1 Level 2 Level 3

Value Level 1 Level 2

Money market funds $ 682,209 $ 682,209 $ —

Investment securities 39,489 39,489 —

Total assets $ 721,698 $ 721,698 $ —

Contingent consideration liabilities $ 2,700 $ — $ — $ 2,700

Total liabilities $ 2,700 $ — $ — $ 2,700

During the three and nine months ended September 30, 2024, there were no transfers into or out of Level 3.

During the three months ended March 31, 2025, there were no transfers into or out of Level 3.

Nonqualified Deferred Compensation Plan

The Company maintains the Lantheus Nonqualified Deferred Compensation Plan (the “LDCP”) for the benefit of certain key, highly-compensated employees and non-employee directors.

The assets of the LDCP currently represent investments in mutual funds at March 31, 2025 that are classified as Level 1.

There were no assets or liabilities balances in the LDCP at December 31, 2024.

The assets are held in a rabbi trust and are presented in investment in equity securities on the Company’s condensed consolidated balance sheets.

The related liabilities of the LDCP are presented in other long-term liabilities and accrued expenses and other liabilities in the Company’s condensed consolidated balance sheets.

Changes to the LDCP assets are charged to investment in equity securities – unrealized loss (gain) while the changes to the LDCP liabilities are charged to compensation expense in the in the Company’s condensed consolidated statements of operations.

See Note 17, “Benefit Plans” for more information on the LDCP.

Perspective Therapeutics Inc.

Equity Securities

At September 30, 2024, the Company held 11,677,339 shares of Perspective common stock (“Perspective Shares”).

At March 31, 2025, the Company held 11,677,339 shares of Perspective common stock (“Perspective Shares”).

The Company accounts for its investment in Perspective Shares as an equity investment with a readily determinable fair value, as the securities are publicly traded on the New York Stock Exchange (“NYSE”).

The fair value of the equity securities is based on its closing price on the NYSE at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices.

The fair value of the Perspective Shares as of September 30, 2024 was approximately $ 155.9 million based on a closing market price of $ 13.35 per share on September 30, 2024, resulting in an unrealized gain of $ 39.5 million and $ 77.6 million for the three and nine months ended September 30, 2024, respectively.

See Note 19, "Acquisition of Assets" for further discussion of the Perspective transaction.

The fair value of the Perspective Shares is based on its closing price on the NYSE at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices.

The fair value of the Perspective Shares as of March 31, 2025 was approximately $ 24.9 million based on a closing market price of $ 2.13 per share on March 31, 2025, resulting in an unrealized loss of $ 12.4 million for the three months ended March 31, 2025.

See Note 18, “Acquisitions” for further discussion of the Perspective transaction.

Radiopharm Theranostics Limited Equity Securities

At September 30, 2024, the Company held 149,625,180 shares of Radiopharm Theranostics Limited (“Radiopharm”) common stock (“Radiopharm Shares”).

The Company held 149,625,180 shares of Radiopharm common stock (“Radiopharm Shares”) as of December 31, 2024.

In January 2025, the Company purchased via private placement, an additional 133,333,333 Radiopharm Shares for $ 5.0 million.

At March 31, 2025, the Company held 282,958,513 Radiopharm Shares.

The Company accounts for its investment in Radiopharm Shares as an equity investment with a readily determinable fair value, as the securities are publicly traded on the Australian Stock Exchange (“ASX”).

The fair value of the equity securities is based on the closing price on the ASX at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices.

The fair value of the Radiopharm Shares as of September 30, 2024 was approximately $ 2.9 million based on the converted closing market price of approximately $ 0.02 per share on September 30, 2024, resulting in an unrealized loss on equity securities of $ 2.1 million for the three and nine months ended September 30, 2024.

See Note 19, "Acquisition of Assets" for further discussion of the Radiopharm transaction.

The fair value of the Radiopharm Shares is based on the closing price on the ASX at the end of the fiscal period and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices.

The fair value of the Radiopharm Shares as of March 31, 2025 was approximately $ 4.8 million based on the converted closing market price of approximately $ 0.02 per share on March 31, 2025, resulting in an unrealized loss on equity securities of $ 2.5 million for the three months ended March 31, 2025.

See Note 18, “ Acquisitions” for further discussion of the Radiopharm transaction.

Contingent Consideration

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The Company’s total potential payments related to the 2013 Acquisition are approximately $ 85.0 million.

The Company considers the contingent consideration liabilities relating to the 2013 Acquisition each a Level 3 instrument (one with significant unobservable

inputs) in the fair value hierarchy.

The Company considers the contingent consideration liabilities relating to the 2013 Acquisition each a Level 3 instrument (one with significant unobservable inputs) in the fair value hierarchy.

The estimated fair value of these was determined based on probability adjusted discounted cash flows and Monte Carlo simulation models that included significant estimates and assumptions pertaining to commercialization events and sales targets.

The most significant unobservable inputs with respect to 1095 and 1404 are the probabilities of achieving regulatory approval of those development projects and subsequent commercial success.

Significant changes in any of the probabilities of success, the probabilities as to the periods in which sales targets and milestones will be achieved, discount rates or underlying revenue forecasts would result in a higher or lower fair value measurement.

The Company records the contingent consideration liability at fair value with changes in estimated fair values recorded in general and administrative expenses in the condensed consolidated statements of operations.

The Company records the contingent consideration liabilities at fair value with changes in estimated fair values recorded in general and administrative expenses in the condensed consolidated statements of operations.

The Company can give no assurance that the actual amounts paid, if any, in connection with the contingent consideration liabilities, will be consistent with any recurring fair value estimate of such contingent consideration liabilities.

The following tables summarize quantitative information and assumptions pertaining to the fair value measurement of liabilities using Level 3 inputs at September 30, 2024.

Fair Value at Assumptions

(in thousands) September 30, 2024 December 31,

2023 Valuation Technique Unobservable Input September 30, 2024 December 31,

Contingent consideration liability:

1095 commercialization milestone 1,800 1,800 Probability adjusted discounted cash flow model

Period of expected milestone achievement 2026 2026

Probability of success 40 % 40 %

Discount rate 3.5 % 4.1 %

Net sales targets - AZEDRA and 1095 1,000 900 Monte Carlo simulation

Probability of success and sales targets 0 % - 40 %

Discount rate 15 %

Reduction due to partial settlement of 2013 Milestone Rights ( 1,506 ) —

Total $ 1,294 $ 2,700

For those financial instruments with significant Level 3 inputs, the following table summarizes the activities for the periods indicated:

Financial Liabilities

(in thousands) Nine Months Ended

September 30,

Fair value, beginning of period $ 2,700 $ 111,600

Changes in fair value included in net income 100 ( 9,475 )

Gain on partial buyout of 2013 Milestone Rights ( 1,505 ) —

Cash payments ( 1 ) ( 99,625 )

Fair value, end of period $ 1,294 $ 2,500

The change in fair value of the contingent financial liabilities resulted in an increase of general and administrative expense of $ 0.1 million for the nine months ended September 30, 2024 and was primarily due to the passage of time.

In August 2024, the Company entered into a bill of sale with the holder of a significant portion of the contingent milestone rights related to the 2013 Acquisition (the “2013 Milestone Rights”) to transfer their portion of the 2013 Milestone Rights back to the Company for $ 1,000 .

This buyout resulted in a $ 1.5 million decrease in general and administrative expense during the three months ended September 30, 2024 due to the reduction in outstanding 2013 Milestone Rights.

As of September 30, 2024, the carrying value of the Company’s convertible debt was $ 575.0 million and the fair value of the Company’s convertible debt was estimated to be approximately $ 892.4 million based on quoted market prices of the instrument and was classified as a Level 1 measurement within the fair value hierarchy.

The Company estimated that the probability of successfully meeting the sales targets and commercialization milestones described above was zero.

As a result of this assessment, the Company determined the value of the contingent consideration liabilities to be $ 0 at March 31, 2025 and December 31, 2024.

The Company calculates income taxes at the end of each reporting period based on the estimated effective tax rate for the full year, adjusted for any discrete events which are recorded in the period they occur.

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

1 unchanged sentence

Effective tax rate 24.4 % 23.5 %

The increase in the effective income tax rate for the three and nine months ended September 30, 2024 is primarily due to a benefit recorded in the third quarter of 2023 related to the sale of the Company’s RELISTOR royalty asset, which resulted in additional net operating losses becoming available for utilization under Internal Revenue Code Section 382.

There was no such comparable amount recorded in 2024.

The increase in the effective income tax rate for the three months ended March 31, 2025 is primarily due to the valuation allowance established on the current year net unrealized loss on the Company’s investment in equity securities, partially offset by the increase in its stock compensation deductions.

Inventory consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

3 unchanged sentences

Total inventory $ 69,126 $ 68,025

Inventory costs associated with products that have not yet received regulatory approval are capitalized if the Company believes there is probable future commercial use of the product and future economic benefit of the asset.

If future commercial use of the product is not probable, then inventory costs associated with such product are expensed during the period the costs are incurred.

The Company has no inventory pending regulatory approval as of September 30, 2024.

The majority of inventory on hand relates to in-house manufacturing of DEFINITY at the Company’s North Billerica campus.

The majority of the value of the inventory relates to non-radioactive products.

With respect to the Company’s products that are radiopharmaceuticals, due to the limited shelf life of such products, they are generally not held as finished goods.

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Property, plant and equipment, net, consisted of the following:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

4 unchanged sentences

Construction in progress 32,544 27,498

286,679 253,720

Total gross property, plant and equipment 294,739 285,560

accumulated depreciation and amortization ( 113,956 ) ( 108,762 )

Total property, plant and equipment, net $ 180,783 $ 176,798

Depreciation and amortization expense related to property, plant and equipment, net, was $ 5.1 million and $ 2.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 15.1 million and $ 9.6 million for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2023, as a result of a decline in expected future cash flows related to the AZEDRA marketed intangible asset, the Company determined certain impairment triggers had occurred.

The Company reviewed revised undiscounted cash flows that were estimated to be generated by the asset group as of June 30, 2023.

Based on the undiscounted cash flow analysis, the Company determined that the asset group had net carrying values that exceeded their estimated undiscounted future cash flows.

The Company then estimated the fair value of the asset group based on their discounted cash flows.

The carrying value exceeded the fair value and as a result, the Company recorded a noncash impairment of $ 6.0 million for the nine months ended September 30, 2023 in cost of goods sold in the condensed consolidated statements of operations.

Depreciation and amortization expense related to property, plant and equipment, net, was $ 5.5 million and $ 5.4 million for the three months ended March 31, 2025 and 2024, respectively.

On January 8, 2024, the Company entered into an agreement with Perspective to transfer the sublease for the property at 110 Clyde Rd, Somerset, New Jersey (the “Somerset Facility”) and sell the associated assets at the Somerset Facility for $ 8.0 million.

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The Company also incurred commission expense of $ 1.0 million related to the transaction.

The Company recorded a gain of $ 6.3 million for the nine months ended September 30, 2024 within operating income.

See Note 19, "Acquisition of Assets" for further discussion of the Perspective transaction.

Long-Lived Assets Held for Sale

During the first quarter of 2023, the Company committed to a plan to sell a portion of its land and buildings associated with its Billerica, Massachusetts campus.

Effective March 16, 2023, the Company entered into a purchase and sale agreement with a prospective buyer.

The assets were classified as held for sale and comprised entirely of property, plant and equipment, net.

The Company determined that the fair value of the net assets being sold exceeded the carrying value as of September 30, 2024.

The purchase price for the campus sale is $ 10.0 million in cash.

The transaction is expected to close in 2024.

The Company recorded a gain of $ 6.3 million for the three months ended March 31, 2024 within operating income.

See Note 18, “Acquisitions” for further discussion of the Perspective transaction.

Accrued Expenses, Other Liabilities and Other Long-Term Liabilities

Accrued expenses, other liabilities and other long-term liabilities are comprised of the following:

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

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Accrued research and development expenses 10,593 13,219

Income taxes payable

Other 13,049 10,397

Total accrued expenses and other liabilities $ 202,381 $ 204,992

Operating lease liabilities (Note 15)

$ 53,915 $ 54,453

Long-term contingent liabilities (Note 4)

Operating lease liabilities $ 47,558 $ 53,185

Other long-term liabilities 10,632 9,995

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Asset Retirement Obligations

The Company considers its legal obligation to remediate its facilities upon a potential decommissioning of its radioactive-related operations as an asset retirement obligation.

The Company considers its legal obligation to remediate its facilities upon a potential decommissioning of its radioactive-related operations as an asset retirement obligation (“ARO”).

The Company has a production facility that manufactures and processes radioactive materials at its North Billerica, Massachusetts site.

As of September 30, 2024, the asset retirement liability is measured at the present value of the asset retirement liability expected to be incurred and is approximately $ 25.1 million.

The following table provides a summary of the changes in the Company’s carrying value of asset retirement obligations:

As of March 31, 2025, the ARO is measured at the present value of the ARO expected to be incurred and is approximately $ 20.4 million.

The following table provides a summary of the changes in the Company’s carrying value of its ARO:

(in thousands) Amount

Balance at January 1, 2025

Revision of estimated decommissioning costs ( 4,727 )

Accretion expense 123

Balance at September 30, 2024

Balance at March 31, 2025

In the first quarter of 2025, the Company revised certain inputs to its estimate of decommissioning costs expected to be incurred throughout the period of remediation, which reduced the estimate of remediation costs by $ 4.7 million.

This reduction was primarily the result of changes in the technology and processes used for the remediation activities from those contemplated in the estimate previously provided in 2022.

The Company recorded the $ 4.7 million reduction to the ARO in other income on its condensed consolidated statements of operations for the three months ended March 31, 2025.

The Company is required to provide the Massachusetts Department of Public Health financial assurance demonstrating the Company’s ability to fund any decommissioning of its North Billerica, Massachusetts production facility in the event of any closure.

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Intangibles, net, consisted of the following:

September 30, 2024

March 31, 2025

(in thousands) Useful Lives

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Straight-Line 22,233 ( 13,203 ) 9,030

Developed technology 9 Straight-Line 2,400 ( 944 ) 1,456

Developed technology 7 - 9

Straight-Line 55,982 ( 5,290 ) 50,692

Total $ 382,297 $ ( 220,536 ) $ 161,761

The Company recorded amortization expense for its intangible assets of $ 11.9 million and $ 11.7 million for the three months ended September 30, 2024 and 2023, respectively and $ 32.0 million and $ 35.1 million for the nine months ended September 30, 2024 and 2023, respectively.

In March 2023, the Company stopped all development activities in relation to a future indication associated with AZEDRA, which was classified as an in-process research and development (“IPR&D”) intangible asset.

The asset group, which consisted of the IPR&D asset and a currently marketed product (the “AZEDRA intangible asset group”), was assessed for impairment.

The Company considered several factors in estimating the future projections of revenues and cash flows of the AZEDRA intangible asset group as part of the impairment testing.

The Company concluded that the carrying amount exceeded the fair value of the AZEDRA intangible asset group, which had no value.

The Company recorded a non-cash impairment charge of $ 15.6 million in research and development expenses relating to the IPR&D asset and $ 116.4 million in cost of goods sold relating to the currently marketed indication of AZEDRA in the consolidated statement of operations for the quarter ended March 31, 2023.

On August 2, 2023, the Company sold the right to its RELISTOR royalty asset under its license agreement with Bausch;

The Company recorded amortization expense for its intangible assets of $ 8.0 million and $ 9.9 million for the three months ended March 31, 2025 and 2024, respectively.

On August 2, 2023, the Company sold the right to its RELISTOR royalty asset under its license agreement with Bausch Health Companies, Inc.;

the Company retained the rights to future sales-based milestone payments.

The Company received an initial payment of approximately $ 98.0 million in connection with the sale and has the right to receive an additional payment from the buyer of $ 5.0 million if worldwide net sales of RELISTOR in 2025 exceed a specified threshold.

The Company received an initial payment

of approximately $ 98.0 million in connection with the sale and has the right to receive an additional payment from the buyer of $ 5.0 million if worldwide net sales of RELISTOR in 2025 exceed a specified threshold.

The additional payment would be recognized upon achievement of the specified threshold.

Decreases of $ 63.6 million of license assets and $ 17.5 million of associated accumulated amortization, as well as a gain of $ 51.8 million were recorded as a result of the sale.

On August 15, 2023, the Company announced that it would discontinue the production and promotion of AZEDRA and would be winding down its Somerset Facility.

The Company continued manufacturing AZEDRA until the first quarter of 2024 to provide doses of AZEDRA to then-current patients so they could complete their treatment regimen.

No AZEDRA was manufactured after March 1, 2024, when the Company transferred the tangible assets and associated lease of its Somerset Facility to Perspective.

No sales-based milestone payment was earned in the three months ended March 31, 2025 and 2024.

In the first quarter of 2024, the Company discontinued the production and promotion of AZEDRA and no AZEDRA was manufactured after March 1, 2024, when the Company transferred the tangible assets and associated lease of its Somerset Facility to Perspective.

See Note 7, “Property, Plant and Equipment, Net” for impairment analysis.

In February 2023, the Company entered into an agreement with the stockholders of Cerveau (the “Cerveau Stockholders”) to purchase all of the outstanding capital stock of Cerveau (which holds the rights under a license agreement to develop and commercialize MK-6240) for approximately $ 35.3 million.

In May 2023, upon successful completion of a technology transfer, the Company paid $ 10.0 million to the Cerveau Stockholders.

This additional contingent payment was capitalized as part of the asset cost and increased the total value of the Company’s customer relationship intangible assets.

See Note 19, "Acquisition of Assets" for further discussion of the Cerveau acquisition.

In June 2024, the Company entered into an agreement with the stockholders of Meilleur (“Meilleur Stockholders”) to purchase all of the outstanding capital stock of Meilleur (which holds the rights under a license agreement to develop and commercialize NAV-4694) for approximately $ 32.9 million.

1 unchanged sentence

In August 2024, upon successful completion of a technology transfer, the Company paid $ 10.0 million to the Meilleur Stockholders.

This additional contingent payment was capitalized as part of the asset cost and

increased the total value of the Company’s developed technology intangible assets.

See Note 19, "Acquisition of Assets" for further discussion of the Meilleur acquisition.

This additional contingent payment was capitalized as part of the asset cost and increased the total value of the Company’s developed technology intangible assets.

See Note 18, “Acquisitions” for further discussion of the Meilleur acquisition.

The below table summarizes the estimated aggregate amortization expense expected to be recognized on the above intangible assets:

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The carrying value of the Company’s long-term debt, net and other borrowings is as follows:

(in thousands) September 30, 2024 December 31, 2023

(in thousands) March 31, 2025 December 31, 2024

Principal amount 2.625 % Convertible Senior Notes due 2027

4 unchanged sentences

current portion of long-term debt and other borrowings ( 747 ) ( 974 )

( 564,713 ) ( 823 )

Total long-term debt, net and other borrowings $ 566,098 $ 565,279

(1) During the three months ended September 30, 2024, as discussed below, criteria were met for conversion of the 2.625 % Convertible Senior Notes due 2027 (the “Notes”) at the option of the holders of the Notes.

As a result, under ASC 470, “Debt”, the Company is required to classify the carrying value as current on the Company’s condensed consolidated balance sheet at September 30, 2024.

The maturity date of the Notes remains December 15, 2027.

2022 Revolving Facility

In December 2022, the Company entered into a $ 350.0 million five-year revolving credit facility (the “2022 Revolving Facility”).

Under the terms of the 2022 Revolving Facility, the lenders are committed to extending credit to the Company from time to time until December 2, 2027 consisting of revolving loans (the “Revolving Loans”) in an aggregate principal amount not to exceed $ 350.0 million (the “Revolving Commitment”) at any time, including a $ 20.0 million sub-facility for the issuance of letters of credit (the “Letters of Credit”) and a $ 10.0 million sub-facility for swingline loans (the “Swingline Loans”).

In December 2024, the Company entered into an amendment to its $ 350.0 million five-year revolving credit facility originally entered into in December 2022.

The amendment, among other things, increased the facility from $ 350.0 million to $ 750.0 million (as amended, the “2022 Revolving Facility”) and extended the maturity date from December 2, 2027 to December 19, 2029.

Under the terms of the 2022 Revolving Facility, the lenders are committed to extending credit to the Company from time to time consisting of revolving loans (the “Revolving Loans”) in an aggregate principal amount not to exceed $ 750.0 million (the “Revolving Commitment”) at any time, including a $ 40.0 million sub-facility for the issuance of letters of credit (the “Letters of Credit”) and a $ 20.0 million sub-facility for swingline loans (the “Swingline Loans”).

The Revolving Loans, Letters of Credit, and the Swingline Loans, if used, are expected to be used for working capital and for other general corporate purposes.

The Revolving Loans bear interest, with pricing based from time to time at the Company’s election, at (i) the secured overnight financing rate as published by the Federal Reserve Bank of New York on its website plus an applicable margin that ranges from 1.50 % to 2.50 % based on the Company’s total net leverage ratio or (ii) the alternative base rate plus an applicable margin that ranges from 0.50 % to 1.50 % based on the Company’s total net leverage ratio.

The Revolving Loans bear interest, with pricing based from time to time at the Company’s election, at (i) the secured overnight financing rate as published by the Federal Reserve Bank of New York on its website plus an applicable margin that ranges from 1.25 % to 2.00 % based on the Company’s total net leverage ratio or (ii) the alternative base rate plus an applicable margin that ranges from

0.25 % to 1.00 %, in either case, based on the Company’s total net leverage ratio.

The 2022 Revolving Facility also includes an unused commitment fee at a rate ranging from 0.15 % to 0.30 % per annum based on the Company’s total net leverage ratio.

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The Company is not required to make mandatory prepayments under the 2022 Revolving Facility.

As of September 30, 2024, there were no outstanding borrowings under the 2022 Revolving Facility.

The Company has the right to request an increase to the Revolving Commitment in an aggregate principal amount of up to the sum of $ 335.0 million or consolidated earnings before interest, taxes, depreciation and amortization for the four consecutive fiscal

quarters most recently ended, plus additional amounts in certain circumstances (collectively, the “Incremental Cap”), minus certain incremental term loans made pursuant to specified incremental term loan commitments (“Incremental Term Loans”).

As of March 31, 2025, there were no outstanding borrowings under the 2022 Revolving Facility.

The Company has the right to request an increase to the Revolving Commitment in an aggregate principal amount of up to the greater of $ 685.0 million or 100% of consolidated earnings before interest, taxes, depreciation and amortization for the four consecutive fiscal quarters most recently ended, plus additional amounts in certain circumstances (collectively, the “Incremental Cap”), minus certain incremental term loans made pursuant to specified incremental term loan commitments (“Incremental Term Loans”).

The Company has the right to request Incremental Term Loans in an aggregate principal amount of up to the Incremental Cap less any incremental increases to the Revolving Commitment.

Proceeds of Incremental Term Loans may be used for working capital and for other general corporate purposes and will bear interest at rates agreed between the Company and the lenders providing the Incremental Term Loans.

2022 Facility Covenants

2022 Revolving Facility Covenants

The 2022 Revolving Facility contains a number of affirmative, negative and reporting covenants, as well as financial maintenance covenants pursuant to which the Company is required to be in quarterly compliance, measured on a trailing four quarter basis, with two financial covenants.

The minimum interest coverage ratio must be at least 3.00 to 1.00.

The maximum total net leverage ratio permitted by the financial covenant is 3.50 to 1.00.

The maximum total net leverage ratio permitted by the financial covenant is 3.50 to 1.00, other than in connection with certain acquisitions, in which case, the maximum total net leverage ratio permitted can be increased to 4.00 to 1.00.

The 2022 Revolving Facility contains usual and customary restrictions on the ability of the Company and its subsidiaries to:

7 unchanged sentences

Upon an event of default, the Administrative Agent will have the right to declare the loans and other obligations outstanding under the 2022 Revolving Facility immediately due and payable and all commitments immediately terminated.

The 2022 Revolving Facility is guaranteed by Lantheus Holdings, and certain subsidiaries of LMI, including Progenics and Lantheus Real Estate, and obligations under the 2022 Revolving Facility are generally secured by first priority liens over substantially all of the assets of each of LMI, Lantheus Holdings, and certain subsidiaries of LMI, including Progenics and Lantheus Real Estate (subject to customary exclusions set forth in the transaction documents) owned as of December 2, 2022 or thereafter acquired.

The 2022 Revolving Facility is guaranteed by Lantheus Holdings, and certain subsidiaries of Lantheus Medical, including Progenics and Lantheus Real Estate, and obligations under the 2022 Revolving Facility are generally secured by first priority liens over substantially all of the assets of each of Lantheus Medical, Lantheus Holdings, and certain subsidiaries of Lantheus Medical, including Progenics and Lantheus MI Real Estate (subject to customary exclusions set forth in the transaction documents) owned as of December 2, 2022 or thereafter acquired.

2.625 % Convertible Senior Notes due 2027

On December 8, 2022, the Company issued $ 575.0 million in aggregate principal amount of Notes, which includes $ 75.0 million in aggregate principal amount of Notes sold pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes.

The Notes were issued under an indenture, dated as of December 8, 2022 (the “Indenture”), among the Company, LMI (the “Guarantor”), a wholly owned subsidiary of the Company, as Guarantor, and U.S.

On December 8, 2022, the Company issued $ 575.0 million in aggregate principal amount of 2.625 % Convertible Senior Notes due 2027 (the “Notes”), which includes $ 75.0 million in aggregate principal amount of Notes sold pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes.

The Notes were issued under an indenture, dated as of December 8, 2022 (the “Indenture”), among the Company, Lantheus Medical (the “Guarantor”), a wholly owned subsidiary of the Company, as Guarantor, and U.S.

Bank Trust Company, National Association, as Trustee.

5 unchanged sentences

In no event shall the conversion rate per $1,000 in principal amount of the Notes exceed 17.8539 shares of the Company’s common stock.

Prior to the close of business on the business day immediately preceding September 15, 2027, the Notes may be converted at the option of the holders only upon occurrence of specified events and during certain periods, and thereafter until the close of business on the business day immediately preceding the maturity date, the Notes may be converted at any time.

Prior to the close of business on the business day immediately preceding September 15, 2027, the Notes may be converted at the option of the holders only upon occurrence of specified

events and during certain periods, and thereafter until the close of business on the business day immediately preceding the maturity date, the Notes may be converted at any time.

The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.

The Company may redeem for cash all or any portion of the Notes, at its option, on or after December 22, 2025 if the closing sale price per share of the Company’s common stock exceeds 130 % of the conversion price of the Notes for a specified period of time.

The redemption price will be equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

8 unchanged sentences

The Company will pay additional interest on the notes at a rate equal to 0.25 % to 0.50 % per annum based on the principal amount of Notes outstanding for each day the Company failure to file has occurred or the Notes are not otherwise freely tradable.

Further, if the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 under the Securities Act by holders other than Company affiliates or holders that were Company affiliates at any time during the three months immediately preceding as of the 385th day after the last date of original issuance of the Notes, the Company will pay additional interest on the Notes at a rate equal to (i) 0.25 % to 0.50 % per annum based on the principal amount of Notes outstanding for each day until the restrictive legend has been removed from the Notes, the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable.

Further, if the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable pursuant to Rule 144 under the Securities Act of 1933, as amended, by holders other than Company affiliates or holders that were Company affiliates at any time during the three months immediately preceding as of the 385th day after the last date of original issuance of the Notes, the Company will pay additional interest on the Notes at a rate equal to (i) 0.25 % to 0.50 % per annum based on the principal amount of Notes outstanding for each day until the restrictive legend has been removed from the Notes, the Notes are assigned an unrestricted CUSIP and the Notes are freely tradable.

The Company concluded that the interest feature is unrelated to the credit risk and should be bifurcated from the Notes, however, the Company assessed the probabilities of triggering events occurring under these features and does not expect to trigger the aforementioned events.

2 unchanged sentences

In connection with certain triggering events, the Company will, under certain circumstances, increase the conversion rate for holders of the Notes who elect to convert their Notes in connection with such corporate events.

During the third quarter of 2024, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter.

As a result, the Notes are convertible at the option of the holders of the Notes during the fourth quarter of 2024, the quarter immediately following the quarter when the conditions are met, as stated in the terms of the Notes.

In accordance with ASC 470-10, because the Notes are convertible, the Company reclassified the carrying value of the Notes from long-term debt, net and other borrowings to current portion of long-term debt, net and other borrowings on the Company’s condensed consolidated balance sheet as of September 30, 2024.

As of September 30, 2024, the carrying value of the Notes was $ 575.0 million, the Notes had an unamortized discount of zero , and the fair value of the liability was $ 892.4 million.

The Company recorded interest expense of approximately $ 3.8 million and $ 11.3 million related to the Notes for the three and nine months ended September 30, 2024, respectively.

There were no conversions of Notes during the nine months ended September 30, 2024.

Derivative Instruments

The Company has used, but does not currently use, interest rate swaps to reduce the variability in cash flows associated with portions of the Company’s interest payments on variable rate debt.

During the third quarter of 2024, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the Notes (initially $ 79.81 per share) for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the quarter (the “Stock Price Conversion Threshold”).

As a result, the Notes were convertible at the option of the holders of the Notes during the fourth quarter of 2024, the quarter immediately following the quarter when the Stock Price Conversion Threshold was met, as stated in the terms of the Notes.

As a result, holders of $ 4,000 (four thousand dollars) in aggregate principal of Notes elected to convert their Notes, for which the Company elected to pay cash in consideration of its conversion obligation in excess of the aggregate principal amount of the converted Notes when these conversions settled in March 2025.

During the first quarter of 2025, the closing price of the Company’s common stock did not exceed the Stock Price Conversion Threshold, so the Notes are not convertible at the option of the holders of the Notes during the second quarter of 2025.

Because the Notes are not considered convertible under the terms of the Notes and pursuant to ASC 470, “Debt,” the Company classified the carrying value of the Notes as long-term debt, net and other borrowings on the Company’s condensed consolidated balance sheet as of March 31, 2025.

As of March 31, 2025, the carrying value of the Notes was $ 575.0 million, the Notes had an unamortized discount of $ 9.5 million, and the fair value of the liability was $ 810.7 million.

The Company recorded interest expense of approximately $ 3.7 million and $ 3.8 million related to the Notes for the three months ended March 31, 2025 and 2024, respectively.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax of zero for the nine months ended September 30, 2024 and 2023 consisted of the following:

(in thousands) Foreign Currency Translation Accumulated Other Comprehensive (Loss) Income

The components of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2025 and 2024 consisted of the following:

(in thousands) Foreign Currency Translation (1)

Accumulated Other Comprehensive Loss

Balance at January 1, 2025

1 unchanged sentence

Other comprehensive loss before reclassifications ( 143 ) ( 143 )

Balance at September 30, 2024

Balance at March 31, 2025

$ ( 1,758 ) $ ( 1,758 )

1 unchanged sentence

$ ( 1,037 ) $ ( 1,037 )

Other comprehensive income before reclassifications 224 224

Balance at September 30, 2023

Other comprehensive loss before reclassifications

( 141 ) ( 141 )

Balance at March 31, 2024

$ ( 1,178 ) $ ( 1,178 )

(1) For purposes of comprehensive loss disclosures, the Company does not record income tax expense or benefit for the net changes in the foreign currency translation adjustments.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

4 unchanged sentences

Total stock-based compensation expense $ 21,198 $ 15,384

Operating and finance lease assets and liabilities are as follows:

(in thousands) Classification September 30,

2024 December 31,

Operating Other long-term assets $ 39,346 $ 45,325

Finance Property, plant and equipment, net 1,235 1,438

Total leased assets $ 40,581 $ 46,763

Operating Accrued expenses and other liabilities $ 2,062 $ 1,904

Finance Current portion of long-term debt and other borrowings 996 823

Operating Other long-term liabilities 53,915 54,453

Finance Long-term debt, net and other borrowings 613 625

Total leased liabilities $ 57,586 $ 57,805

On May 4, 2023, the Company entered into a modification to the operating lease (the “Bedford Lease”) for office space in Bedford, Massachusetts (the “Existing Premises”) that was executed in February 2022.

The Bedford Lease commenced and was recorded in December 2022 for $ 11.0 million and the initial term was set to expire in June 2031.

The lease modification included a lease of additional office and laboratory space at the Bedford location (the “Additional Premises”) for a term of 15 years and 4 months and extends the term of the lease for the Existing Premises to be coterminous with the term of the lease for the Additional Premises.

As a result of the extended term for the Existing Premises, the Company recorded an additional right-of-use asset and liability of $ 6.0 million in May 2023.

The modification also contains a provision to convert the rent schedule of the Existing Premises from gross to triple net in 2024, which may result in an additional adjustment to the right-of-use asset and liability.

In September 2023, the landlord provided notice to the Company that its renovations of the Additional Premises were completed.

As a result of the notice, the Company recorded an additional right-of-use asset and liability of $ 23.5 million as of September 1, 2023.

To determine the value of the additional right-of-use asset and liability, the Company was required to calculate the discount rate of the lease modification.

The discount rate was determined based on the expected lease term and by comparing interest rates in the market for similar borrowings with comparable credit quality of the Company.

The lease for the Additional Premises allows for the extension of five years to begin immediately upon the expiration of the original term.

On October 7, 2024, the Company executed a second amendment to the Bedford Lease for additional space.

On March 1, 2024, the Company transferred the sublease and completed the asset sale of the Somerset Facility.

See Note 7, "Property, Plant and Equipment, Net" for further discussion on the sublease transfer.

Other information related to leases were as follows:

September 30,

2024 December 31,

Weighted-average remaining lease term (Years):

Operating leases 13.0 13.5

Finance leases 2.4 2.3

Weighted-average discount rate:

Operating leases 7.5 % 7.3 %

Finance leases 7.4 % 6.2 %

Net Income Per Common Share

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2025 2024

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The Company considered whether the Notes are participating securities through the two-class method.

Per the terms of the Notes’ agreement, the Company determined that if a cash dividend is paid that is greater than the then stock price, the holder of Notes will receive cash on an if-converted basis.

While this feature is considered to be a participating right, basic earnings per share is only impacted if the Company’s earnings exceeds the current share price, regardless of whether such dividend is declared.

During the three and nine months ended September 30, 2024 and 2023, no such dividend was declared.

Per the terms of the Indenture, the Company determined that if a cash dividend is paid that is greater than the then stock price, the holder of Notes will receive cash on an if-converted basis.

While this feature is considered to be a participating right, basic earnings per share is only impacted if the Company’s earnings exceed the current share price, regardless of whether such dividend is declared.

During the three months ended March 31, 2025 and 2024, no such dividend was declared.

In addition, the Company is required to settle the principal amount of the Notes in cash upon conversion, and therefore, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion option on diluted net income per share, if applicable, unless the application of the two-class method is dilutive.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

Foreign currency (gain) loss $ ( 46 ) $ 9 $ 192 $ 31

Tax indemnification income, net — 3,672 — 3,344

Foreign currency loss (gain) $ 78 $ ( 217 )

Interest income ( 9,482 ) ( 8,548 )

Gain on sale of RELISTOR licensed intangible asset associated with net sales royalties — ( 51,789 ) — ( 51,789 )

Revision of estimated decommissioning costs related to asset retirement obligation (1)

Other 3 ( 23 )

Total other income, net $ ( 14,128 ) $ ( 8,788 )

(1) See Note 9, “Asset Retirement Obligations,” for more information.

Commitments and Contingencies

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The costs and outcome of litigation, regulatory or other proceedings cannot be predicted with certainty, and some lawsuits, claims, actions or proceedings may be disposed of unfavorably to the Company and could have a material adverse effect on the Company’s results of operations or financial condition.

In addition, intellectual property disputes often have a risk of injunctive relief which, if imposed against the Company, could materially and adversely affect its financial condition or results of operations.

In addition, intellectual property disputes often

have a risk of injunctive relief which, if imposed against the Company, could materially and adversely affect its financial condition or results of operations.

If a matter is both probable to result in material liability and the amount of loss can be reasonably estimated, the Company estimates and discloses the possible material loss or range of loss.

If such loss is not probable or cannot be reasonably estimated, a liability is not recorded in its condensed consolidated financial statements.

As of September 30, 2024, the Company did not have any material ongoing litigation to which the Company was a party.

As of March 31, 2025, the Company did not have any material ongoing litigation to which the Company was a party.

On January 26, 2024, the Company was sued in the United States District Court for the District of Delaware by Advanced Accelerator Applications USA, Inc.

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Because the outcome of litigation is uncertain, the Company cannot predict how or when this matter will ultimately be resolved.

Acquisition of Assets

On February 6, 2023, the Company acquired Cerveau.

Cerveau holds the rights under a license agreement to develop and commercialize MK-6240, an investigational second-generation F 18-labeled positron emission tomography (“PET”) imaging agent that targets Tau tangles in Alzheimer’s disease.

The Company determined that upon review of the Cerveau acquisition, the transaction did not meet the definition of a business combination and was therefore treated as an asset acquisition.

In February 2023, the Company made an upfront payment of approximately $ 35.3 million to the Cerveau Stockholders and paid the Cerveau Stockholders an additional $ 10.0 million in May 2023 upon the successful completion of a technology transfer.

On February 23, 2024, the Company filed a patent infringement lawsuit against a healthcare-related imaging software developer, and that developer filed a motion to dismiss the case based on grounds of invalidity for certain patents and failure to state a claim for infringement for other patents.

The court dismissed the developer’s motion to dismiss as to invalidity, and granted the motion as to certain allegations of infringement.

Because the outcome of litigation is uncertain, the Company cannot predict how or when this matter will ultimately be resolved.

On February 6, 2023, the Company acquired Cerveau and made an upfront payment of approximately $ 35.3 million to the stockholders of Cerveau (“Cerveau Stockholders”).

The Company paid the Cerveau Stockholders an additional $ 10.0 million in May 2023 upon the successful completion of a technology transfer.

The Company could pay up to an additional $ 51.0 million in milestone payments upon achievement of specified U.S.

regulatory milestones related to MK-6240.

The Cerveau Stockholders are also eligible to receive up to $ 1.2 billion in sales milestone payments upon the achievement of specified annual commercial sales thresholds of MK-6240 in the event the Company pursues commercialization, as well as up to $ 13.5 million in research revenue milestones upon achievement of specified annual research revenue thresholds.

Additionally, the Company will pay to the Cerveau Stockholders up to double-digit royalty payments for research revenue and commercial sales.

Research revenue is derived from existing partnerships with pharmaceutical companies that use MK-6240 in clinical trials.

The purchase agreement pursuant to which the Company purchased Cerveau specified, among other things, that certain Cerveau Stockholders provide transition and clinical development services for a prescribed time following the closing of the transaction.

On January 8, 2024, the Company entered into an agreement with Perspective to participate in the next qualified financing to purchase the Perspective Shares.

The Cerveau Stockholders are also eligible to receive up to $ 1.2 billion in sales milestone payments upon the achievement of specified annual commercial sales thresholds of MK-6240, as well as up to $ 13.5 million in research revenue milestones upon achievement of specified annual research revenue thresholds.

Finally, the Company will pay to the Cerveau Stockholders up to double-digit royalty payments for research revenue and commercial sales.

As of March 31, 2025, these contingent payments were not expected to be payable due to the uncertainty around the timing of the future cash flows.

Benefit Plans

Nonqualified Deferred Compensation Plan

In October 2024, the Company adopted the LDCP to provide key, highly-compensated employees and non-employee directors an additional opportunity for personal financial planning by allowing an option to defer a portion of their base salary and variable compensation each year.

Under the LDCP, which is an elective nonqualified deferred compensation plan, employee participants are eligible to defer up to 80 % of base salary and up to 80 % of any bonus award beginning in 2025.

For 2024, employee participants were not eligible to defer any base salary and could only defer up to 25 % of their 2024 bonus award.

Non-employee directors that are participants of the LDCP are eligible to defer up to 100 % of their Board fees.

Additionally, Company matching or employer contributions may be credited to the plan, although no such matching or employer contributions were made for 2024.

Any matching or employer contributions cliff vest after the earlier of (i) five years , (ii) the participant reaching age 55, (iii) death, or (iv) disability.

All amounts deferred or credited to a participant’s account (the “Deferred Amounts”) are held in a separate trust which was established by the Company to administer the LDCP.

The LDCP assets held in trust by the Company to offset its obligation, which currently consist of mutual funds and could include corporate life insurance policies in future periods, are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent.

Consequently, the trust qualifies as a grantor trust for income tax purposes, or a Rabbi Trust (the “Trust”).

Amounts deferred (and earnings on those amounts) are generally distributed following termination of employment unless the participant has elected an earlier distribution date, which may be no earlier than January 1st of the second year following the year of deferral.

Vested Company matching or employer contributions (and earnings on those amounts) are generally distributed following termination of employment.

Participants can elect to receive distributions in a lump sum, in annual installments over a period of not more than ten years for a qualifying distribution event (as defined in the LDCP), or in annual installments over a period of not more than five years if distributions are made prior to termination of employment.

As of March 31, 2025, assets and liabilities held by the Trust were $ 0.7 million and $ 0.6 million, respectively.

and were included in investment in equity securities, accrued expenses and other liabilities, and other long-term liabilities, in the Company’s consolidated balance sheets.

There were no assets and liabilities held by the Trust as of December 31, 2024.

Changes in the LDCP assets and liabilities fair value are charged to investment in equity securities - unrealized loss (gain) during each period and were de minimis for the three months ended March 31, 2025.

Pending Acquisition of Life Molecular Imaging Ltd.

On January 13, 2025, the Company announced that it entered into a definitive agreement to acquire Life Molecular Imaging Ltd.

(“Life Molecular”), a subsidiary of Life Healthcare Group Holdings Ltd.

Life Molecular is based in Berlin, Germany and is dedicated to advancing novel positron emission tomography (“PET”) radiopharmaceutical diagnostics.

The definitive agreement provides for an upfront payment of $ 350.0 million and up to an additional $ 400.0 million in potential earn-out and milestone payments.

The transaction is expected to close in 2025, subject to the satisfaction of customary closing conditions.

Acquisition of Assets

On January 8, 2024, the Company entered into an agreement with Perspective to participate in Perspective’s next qualified financing to purchase Perspective Shares.

On January 22, 2024, the Company purchased 56,342,355 Perspective Shares, representing 11.39 % of the outstanding Perspective Shares, at the fair market offering price of $ 0.37 per share.

Included within the agreement is a covenant which allows for the Company to designate one observer to Perspective’s board of directors.

The observer has the option to attend any or all board meetings in a nonvoting capacity and the right to receive any board materials, except under certain instances where

attorney-client privilege is necessary, where the material relates to a business or contractual relationship with the Company, to avoid bona fide conflict of interest, exposure of trade secrets or relating to a change of control transaction.

The Company also purchased 60,431,039 Perspective Shares at a fair market purchase price of $ 0.95 per share as an investor in a private placement transaction on March 6, 2024, which resulted in the Company holding a cumulative 19.90 % of the outstanding Perspective Shares (or 17.35 % on a fully diluted basis) after giving effect to the closing of the private placement transaction.

The Company does not have the ability to exercise significant influence over operating and financial policies of Perspective because the Company’s board observer has no voting rights and there is otherwise no participation in policy-making processes, no interchange of managerial personnel, and no sharing of technology between the Company and Perspective.

Also effective January 8, 2024, the Company obtained the following options and rights from Perspective for an aggregate upfront payment of $ 28.0 million in cash:

The observer has the option to attend any or all board meetings in a nonvoting capacity and the right to receive any board materials, except under certain instances where attorney-client privilege is necessary, where the material relates to a business or contractual relationship with the Company, to avoid bona fide conflict of interest, exposure of trade secrets or relating to a change of control transaction.

The Company purchased an additional 60,431,039 Perspective Shares at a fair market purchase price of $ 0.95 per share as an investor in a private placement transaction on March 6, 2024, which resulted in the Company holding a cumulative 19.90 % of the outstanding Perspective Shares (or 17.35 % on a fully diluted basis) after giving effect to the closing of the private placement transaction.

The Company holds less than 20% of the outstanding Perspective Shares and therefore does not have the ability to exercise significant influence over operating and financial policies of Perspective because the Company’s board observer has no voting rights and there is otherwise no participation in policy-making processes, no interchange of managerial personnel, and no sharing of technology between the Company and Perspective.

See Note 4, “Fair Value of Financial Instruments,” for more information on the Company’s investment in Perspective Shares.

Also effective January 8, 2024, the Company obtained certain options and rights from Perspective for an aggregate upfront payment of $ 28.0 million in cash.

The options and rights received from Perspective that remain open are as follows:

• An exclusive option from Perspective to negotiate for an exclusive license under the rights of Perspective and its affiliates to Perspective’s Pb212-VMT-⍺-NET, a clinical stage alpha therapy developed for the treatment of neuroendocrine tumors, to develop, manufacture, commercialize and otherwise exploit the VMT-α-NET Product.

• A right to co-fund the investigational new drug application (“IND”) enabling studies for early-stage therapeutic candidates targeting prostate-specific membrane antigen and gastrin releasing peptide receptor and, prior to IND filing, a right to negotiate for an exclusive license to such candidates.

• A right of first offer and last look protections for any third party merger and acquisition transactions involving Perspective for a twelve-month period.

Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 28.0 million was recognized in research and development expenses during the three months ended March 31, 2024.

None of these options and rights have been exercised as of March 31, 2025.

Costs of in-process research and development (“IPR&D”) projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 28.0 million was recognized in research and development (“R&D”) expenses during the three months ended March 31, 2024.

Also effective January 8, 2024, the Company entered into an agreement with Perspective to transfer the Somerset Facility and the associated assets at the Somerset Facility for $ 8.0 million.

The transfer of the sublease and completion of the asset sale occurred on March 1, 2024 at which time the Company had no further continuing legal obligations related to the lease.

See Note 7, "Property, Plant and Equipment, Net" for additional details.

See Note 7, “Property, Plant and Equipment, Net” to these condensed consolidated financial statements for additional details.

On June 14, 2024, Perspective effected a 1-for-10 reverse stock split, after which the Company held 11,677,339 shares of Perspective’s common stock.

On June 15, 2024, the Company entered into an agreement with Radiopharm Theranostics Limited (“Radiopharm”) to acquire all of Radiopharm’s rights to two licensed preclinical assets for an upfront payment of $ 2.0 million.

The Company acquired global exclusive rights to both an LRRC15-targeted monoclonal antibody referred to as DUNP19 and to a Trophoblast cell surface antigen 2 (“TROP2”)-targeted nanobody.

LRRC15 is a potential first-in-class, highly specific monoclonal antibody radio-conjugate with both Orphan Drug and Rare Pediatric Disease designations from the FDA for the treatment of osteosarcoma.

On June 15, 2024, the Company entered into an agreement with Radiopharm to acquire all of Radiopharm’s rights to two licensed preclinical assets for an upfront payment of $ 2.0 million.

The Company acquired global exclusive rights to both a leucine-rich repeat-containing protein 15 (“LRRC15”)-targeted monoclonal antibody and to a Trophoblast cell surface antigen 2 (“TROP2”)-targeted nanobody.

LRRC15, which is also known as LNTH-2403, is a potential first-in-class, highly specific monoclonal antibody radio-conjugate with both Orphan Drug and Rare Pediatric Disease designations from the U.S.

Food and Drug Administration for the treatment of osteosarcoma.

The agent is designed to target the surrounding tumor micro-environment cells expressing the protein potentially treating a broad range of cancers.

The TROP2-targeted nanobody radio-conjugate is designed to target TROP2, an intracellular calcium signal transducer that is overexpressed in various types of adenocarcinomas with minimal expression in normal tissues and is associated with tumor aggressiveness, poor prognosis and drug resistance.

The TROP2-targeted nanobody radio-conjugate, which is also known as LNTH-2404, is

designed to target TROP2, an intracellular calcium signal transducer that is overexpressed in various types of adenocarcinomas with minimal expression in normal tissues and is associated with tumor aggressiveness, poor prognosis and drug resistance.

In connection with this acquisition, the Company assumed the underlying license agreements related to the two preclinical assets, together with their respective milestone and royalty payment obligations.

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The Company could also pay up to an additional $ 6.5 million in sales milestone payments upon the achievement of specified annual commercial sales thresholds in the event the Company pursues commercialization, as well as royalty payments for commercial sales.

Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 2.0 million was recognized in research and development expenses during the nine months ended September 30, 2024 related to the Radiopharm transaction.

The Company also entered an agreement with Radiopharm to make an initial equity investment of approximately $ 5.0 million to purchase 149,625,180 Radiopharm shares (the “Initial Shares”) at the fair market offering price of $ 0.03 per share upon the receipt of required approvals from Radiopharm’s shareholders, which were obtained during the third quarter of 2024.

Included within the agreement is an option for the Company to invest an additional $ 5.0 million within six months of the issuance date of the Initial Shares on the same terms as the Company’s initial purchase, which would result in the Company purchasing approximately an additional 149,925,040 Radiopharm shares.

No additional shares were purchased under the option during the three months ended September 30, 2024.

On June 18, 2024, the Company acquired Meilleur, including its asset NAV-4694, an investigational F 18-labeled PET imaging agent that targets beta amyloids in Alzheimer’s disease.

Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 2.0 million was recognized in R&D expenses in 2024 related to the Radiopharm transaction.

During the third quarter of 2024, the Company purchased 149,625,180 Radiopharm Shares at the fair market offering price of approximately $ 0.03 per share, for an aggregate purchase price of approximately $ 5.0 million.

In January 2025, the Company purchased an additional 133,333,333 Radiopharm Shares at the fair market offering price of approximately $ 0.04 per share, for $ 5.0 million in the aggregate.

At March 31, 2025, the Company held 282,958,513 Radiopharm Shares.

See Note 4, “Fair Value of Financial Instruments,” for more information on the Company’s investment in Radiopharm Shares.

On June 18, 2024, the Company acquired Meilleur, including its asset NAV-4694, an investigational late-stage F-18-labeled PET imaging agent that targets beta amyloids in Alzheimer’s disease.

The Company determined that upon review of the Meilleur acquisition, the transaction did not meet the definition of a business combination and is therefore treated as an asset acquisition.

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regulatory milestones related to NAV-4694.

The Meilleur Stockholders are also eligible to receive up to $ 830.0 million in sales milestone payments upon the achievement of specified annual commercial sales thresholds of NAV-4694 in the event the Company pursues commercialization as well as up to $ 5.0 million in research milestones upon achievement of specified clinical studies at academic institutions thresholds.

The Meilleur Stockholders are also eligible to receive up to $ 830.0 million in sales milestone payments upon the achievement of specified annual commercial sales thresholds of NAV-4694 as well as up to $ 4.0 million in remaining research milestones upon achievement of specified clinical studies at academic institutions thresholds.

Research revenue is derived from existing partnerships with pharmaceutical companies and academic institutions that use NAV-4694 in clinical trials.

Additionally, the Company could pay the Meilleur Stockholders up to double-digit royalty payments for research revenue and, in the event the Company pursues commercialization, commercial sales.

Certain Meilleur Stockholders are providing transition and clinical development services for a prescribed time following the closing of the transaction for a fair market value fee.

On June 27, 2024, the Company announced it had acquired from Life Molecular Imaging Ltd.

(“Life Molecular Imaging”) the global rights to RM2, a gastrin-releasing peptide receptor (“GRPR”)-targeting agent, including the associated novel, clinical-stage radiotherapeutic and radiodiagnostic pair, referred to as 177Lu-DOTA-RM2 and 68Ga-DOTA-RM2, for an upfront payment of $ 35.0 million plus a $ 1.0 million payment made prior to the acquisition.

The Company could pay up to an additional 132.5 million Euros in regulatory milestone payments upon achievement of clinical trial thresholds and approvals in different regions.

Additionally, the Company could pay the Meilleur Stockholders up to double-digit royalty payments for research revenue and commercial sales.

On July 3, 2024, the Company acquired from Life Molecular the global rights to RM2, a gastrin-releasing peptide receptor-targeting agent, including the associated novel, clinical-stage radiotherapeutic and radiodiagnostic pair, referred to as 177Lu-DOTA-RM2 and 68Ga-DOTA-RM2, for an upfront payment of $ 35.0 million plus a $ 1.0 million payment made prior to the acquisition (the “RM2 Asset Purchase”).

In addition, in March 2025, the Company paid a $ 5.4 million milestone payment related to regulatory activities.

The Company could pay up to an additional 127.5 million Euros in regulatory milestone payments upon achievement of clinical trial thresholds and approvals in different regions, plus royalties.

The Company could pay up to 280.0 million Euros in sales milestone payments upon the achievement of specified annual commercial sales threshold of RM2 in the event the Company pursues commercialization.

Additionally, the Company could pay up to 25.0 million Euros for collaboration payments inclusive of all costs including employee costs, payments due to certain universities, out-of-pocket expenses and services costs, as well as up to 5.0 million Euros for any additional development services performed by Life Molecular Imaging through July 3, 2026.

Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, a charge of $ 36.0 million was recognized in research and development expenses during the nine months ended September 30, 2024 related to the Life Molecular Imaging acquisition.

Global rights are exclusive for therapeutic fields in all countries and diagnostic fields in the Americas and co-exclusive with Life Molecular Imaging for diagnostic fields outside of the Americas.

Costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use are expensed when incurred, and therefore, charges of $ 5.4 million and $ 36.0 million were recognized in R&D expenses during 2025 and 2024, respectively, related to the RM2 Asset Purchase.

Global rights are exclusive for therapeutic fields in all countries and diagnostic fields in the Americas and co-exclusive with Life Molecular for diagnostic fields outside of the Americas.

Segment Information

The Company operates as one business segment.

The results of this operating segment are regularly reviewed by the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer.

The CODM does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company’s consolidated operating results.

In order to evaluate the reportable segment’s performance, the CODM uses net income and gross margin based on the condensed consolidated statements of operations.

The CODM uses net income to monitor budget and forecast versus actual results in assessing segment performance and to evaluate income generated from segment assets in deciding how to allocate resources.

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

Significant segment expenses reviewed by the CODM include sales and marketing, general and administrative, and R&D expenses as reported in the Company’s condensed consolidated statements of operations.

However, the CODM reviews R&D expenses in more detail for certain expenses related to the Company’s development of new products and clinical programs.

The approximate disaggregated amounts that comprise R&D expenses regularly reviewed by the CODM are as follows:

Three Months Ended

(in thousands) 2025 2024

Program third-party research and development expenses $ 8,429 $ 3,331

Other research and development expenses (1)

27,885 44,693

Total research and development expenses $ 36,314 $ 48,024

(1) Other R&D expenses consist of all other R&D costs incurred for the benefit of multiple R&D programs, including legal, employee costs, depreciation, information technology, other facility-bases expenses and other third-party costs.

Subsequent Events

Acquisition of Evergreen Theragnostics, Inc.

On April 1, 2025, the Company acquired Evergreen Theragnostics, Inc.

(“Evergreen”) by means of a statutory merger of a subsidiary of the Company with and into Evergreen, with Evergreen surviving as the Company’s wholly-owned subsidiary (the “Evergreen Merger”), pursuant to the terms of the Agreement and Plan of Merger (the “Evergreen Merger Agreement”) with Evergreen and Shareholder Representative Services LLC.

Evergreen is a clinical-stage radiopharmaceutical company engaged in contract development and manufacturing services as well as drug discovery and commercialization of proprietary products.

In connection with the closing of the Evergreen Merger, the Company paid approximately $ 275.0 million in cash, subject to customary adjustments as set forth in the Evergreen Merger Agreement, representing a $ 250.0 million upfront cash payment and a $ 25.0 million milestone payment in respect of a milestone achieved after the date of the Evergreen Merger Agreement and prior to the closing of the Evergreen Merger.

Additional milestone payments up to an aggregate of $ 727.5 million in cash, which may be adjusted pursuant to the Evergreen Merger Agreement, remain potentially payable under the Evergreen Merger Agreement and are subject to the achievement of certain milestone trigger events and the other terms and conditions set forth in the Evergreen Merger Agreement.

The Company paid a deposit of $ 50.0 million to the paying agent on March 31, 2025 in connection with the Evergreen Merger.

Sale of SPECT business

On May 1, 2025, the Company entered into a definitive agreement to sell the Company’s single-photon emission computerized tomography (“SPECT”) business to Illuminated Holdings, Inc., the parent company of SHINE Technologies, LLC (“SHINE”).

Under the terms of the agreement, SHINE will acquire the Company’s SPECT business, including its diagnostic agents (TechneLite, NEUROLITE, Xenon Xe-133 Gas, and Cardiolite), the portion of the North Billerica, Massachusetts campus that manufactures the Company’s SPECT products and the SPECT-related Canadian operations.

The transaction is expected to close by the end of this year, subject to customary closing conditions.

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-Q

Item 1. Financial Statements