Information Statement dated October 30, 2025

PROMPT ACTION IS REQUIRED BY ALL BROKERS AND SHAREHOLDERS

PLEASE COMPLETE YOUR CERTIFICATION FORM AS SOON AS POSSIBLE—IF MALLINCKRODT HAS NOT RECEIVED SUFFICIENT VALID CERTIFICATION FORMS FROM QUALIFIED SHAREHOLDERS BY NOVEMBER 7, 2025, AT 5:30 P.M. (EASTERN TIME IN THE UNITED STATES) (OR SUCH OTHER DATE AS MAY BE DETERMINED BY THE MALLINCKRODT BOARD IN ITS SOLE AND ABSOLUTE DISCRETION), THE MALLINCKRODT BOARD MAY DETERMINE NOT TO PROCEED WITH THE SPIN-OFF

FAILURE TO PROPERLY AND TIMELY COMPLETE THE CERTIFICATION FORM IN ACCORDANCE WITH THE INSTRUCTIONS IN THIS INFORMATION STATEMENT WILL RESULT IN YOUR ENTITLEMENT TO PAR HEALTH COMMON STOCK OR CASH IN THE SPIN OFF LAPSING AND EXPIRING

This Information Statement relates to the allocation by Mallinckrodt plc, a public limited company incorporated in Ireland (and that is in the process of changing its name to Keenova Therapeutics plc) (“Mallinckrodt”), of all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Par Health Common Stock”), of Par Health, Inc., a Delaware corporation (“we,” “us,” “our,” “Par Health” or the “Company”), to Mallinckrodt shareholders (the “Spin-off”). The Spin-off is being implemented by way of a redemption (as defined herein, the “Redemption”) of all of Mallinckrodt’s issued and outstanding 2025 preferred shares, par value $0.001 per share, issued on or around October 10, 2025 and governed by the Mallinckrodt Preferred Share Terms (the “Mallinckrodt Preferred Shares”) comprising 1,796,196,578,472 Mallinckrodt Preferred Shares, upon which the Mallinckrodt Preferred Shares shall automatically be cancelled and no longer be outstanding. In connection with the Redemption and pursuant to Irish law, Mallinckrodt will allocate the right to receive 39,421,398 shares of Par Health Common Stock, being one hundred percent (100%) of the outstanding shares of Par Health Common Stock as of the Redemption Date (as defined below), to certain holders of record of Mallinckrodt Preferred Shares as of 5:30 p.m. (Eastern Time in the United States) on October 27, 2025 (the “Record Date”), as further described herein. This Information Statement is being furnished to you as a holder of Mallinckrodt Preferred Shares.

At the time of the Spin-off, Par Health will hold Mallinckrodt’s generic pharmaceuticals (including active pharmaceutical ingredients (“APIs”)) and sterile injectables businesses. Par Health will operate as an independent, private company following the Spin-off and will not be listed on a securities exchange.

At the closing of the Redemption (the date of such closing, the “Redemption Date”), the Mallinckrodt Preferred Shares will be redeemed in exchange for the following, subject to compliance with the Certification Procedures (as defined in the section of this Information Statement entitled “Terms and Definitions” and described briefly below) and the terms of the Redemption: (i) in the case of Qualified Shareholders (as defined below) only, the right to receive a certain number of shares of Par Health Common Stock for each Mallinckrodt Preferred Share, or (ii) in the case of Non-Qualified Shareholders (as defined below) only, the right to receive a certain amount of cash for each Mallinckrodt Preferred Share, in each case, as described in greater detail in this Information Statement and sometimes referred to as the “Redemption Consideration.” Please refer to the section of this Information Statement entitled “Information About the Transaction” for a detailed description of the Redemption and the Redemption Consideration.

Only holders of record of Mallinckrodt Preferred Shares as of the Record Date, as reflected in the Mallinckrodt Register of Members (“Record Holders”) (and/or Persons identified by a Record Holder that is a broker, bank or similar organization as the beneficial holders of Mallinckrodt Preferred Shares held by such Record Holder in such capacity on the Record Date (“Street Name Holders”)), that properly and timely complete the Certification Procedures, including the following documents, will be entitled to receive the Redemption Consideration:

Certification Forms are available electronically through an online portal (the “Certification Portal”) maintained by the Redemption Agent. Record Holders have direct access to the Certification Portal by visiting www.ComputershareCAS.com/Mallinckrodt. Record Holders who are unable to access the Certification Portal may request and return a paper Certification Form as described in this Information Statement. A watermarked sample Certification Form is attached as Annex 1 to this Information Statement in order to facilitate the prompt completion of the Certification Procedures. Street Name Holders may only access the Certification Portal through a unique hyperlink provided by their bank, brokerage firm or similar organization. Street Name Holders should immediately contact their bank, brokerage firm or similar organization to ensure they are able to obtain access to the Certification Portal.

Shareholders must certify truthfully as to their status as a Qualified Shareholder or a Non-Qualified Shareholder—the Certification Form is not an “election” form and shareholders do not have a choice between the right to receive Par Health Common Stock or cash in the Redemption. A shareholder’s entitlement to the Redemption Consideration will lapse and expire if such shareholder does not accurately and timely complete a Certification Form and otherwise comply with the Certification Procedures in accordance with the instructions set forth in this Information Statement. Mallinckrodt or the Redemption Agent may reject, question or modify any Certification Form for any reason. Whether the Certification Procedures have been complied with in any specific case, or generally, will be determined by Mallinckrodt in its sole and absolute discretion. Mallinckrodt or the Redemption Agent may reject, question or modify any Certification Form for any reason.

SHAREHOLDERS ARE URGED TO COMPLETE THEIR CERTIFICATION FORMS AS SOON AS POSSIBLE. IF MALLINCKRODT HAS NOT RECEIVED VALID CERTIFICATION FORMS FROM QUALIFIED SHAREHOLDERS (OR PERSONS THAT ARE EXPECTED TO BE QUALIFIED SHAREHOLDERS UPON THE SATISFACTION OF THE REMAINING CERTIFICATION PROCEDURES OTHER THAN THE SUBMISSION OF A CERTIFICATION FORM) HOLDING AT LEAST A SPECIFIED PERCENTAGE (EXPECTED TO BE APPROXIMATELY 75%) (OR SUCH GREATER OR LESSER PERCENTAGE AS MAY BE DETERMINED BY THE MALLINCKRODT BOARD IN ITS SOLE AND ABSOLUTE DISCRETION) OF MALLINCKRODT PREFERRED SHARES OUTSTANDING ON THE RECORD DATE (THE “RESPONSE THRESHOLD”) BY 5:30 P.M. (EASTERN TIME IN THE UNITED STATES) ON NOVEMBER 7, 2025 (OR SUCH OTHER DATE AS MAY BE DETERMINED BY THE MALLINCKRODT BOARD IN ITS SOLE AND ABSOLUTE DISCRETION), THE MALLINCKRODT BOARD MAY DETERMINE NOT TO PROCEED WITH THE SPIN-OFF.

The Par Health Common Stock to be allocated in connection with the Spin-off has not been and will not be registered under the Securities Act, or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”).

MALLINCKRODT IS NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND MALLINCKRODT A PROXY.

Mallinckrodt is furnishing this Information Statement solely to provide information to shareholders of Mallinckrodt about the transactions described herein. This Information Statement does not constitute a public offering of the securities described herein and Mallinckrodt is not soliciting offers to buy these securities. In the event of any conflict, inconsistency, or difference in interpretation between this Information Statement and the Notice of Intention to Redeem (as defined herein), the terms and provisions of the Notice of Intention to Redeem shall prevail.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Spin-off or passed upon the accuracy of adequacy of this Information Statement or any document referred to herein. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

PAGE

 

ADDITIONAL INFORMATION		1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		2
SHAREHOLDER INQUIRIES		3
QUESTIONS AND ANSWERS		4
INDICATIVE TIMELINE		14
TERMS AND DEFINITIONS		15
EXECUTIVE SUMMARY		22
INFORMATION ABOUT THE TRANSACTION		26
DESCRIPTION OF THE BUSINESS		37
VALUATION BY MALLINCKRODT’S FINANCIAL ADVISOR		60
REASONS FOR THE SPIN-OFF		68
RISK FACTORS		69
FORWARD-LOOKING STATEMENTS		113
DESCRIPTION OF THE PRIOR REORGANIZATION TRANSACTIONS		116
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		117
IRISH TAX CONSIDERATIONS		123
DESCRIPTION OF MATERIAL INDEBTEDNESS		125
LEGAL PROCEEDINGS		126
CAPITALIZATION		130
DIVIDENDS		131
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		132
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		139
MANAGEMENT’S DISCUSSION AND ANALYSIS OF MALLINCKRODT’S SPECIALTY GENERICS BUSINESS’ FINANCIAL CONDITION AND RESULTS OF OPERATIONS		152
MANAGEMENT’S DISCUSSION AND ANALYSIS OF ENDO’S STERILE INJECTABLES AND GENERIC PHARMACEUTICALS BUSINESS’ FINANCIAL CONDITION AND RESULTS OF OPERATIONS		169
EXECUTIVE COMPENSATION		197
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		199
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		201
BOARD OF DIRECTORS AND MANAGEMENT		209
DESCRIPTION OF PAR HEALTH CAPITAL STOCK		214

ADDITIONAL INFORMATION

The shares of Par Health to be allocated in connection with the Spin-off have not been and will not be registered under the Securities Act.

This Information Statement incorporates by reference important business and financial information about Mallinckrodt from documents that are not included in or delivered with this Information Statement. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this Information Statement by requesting them in writing or by telephone from Mallinckrodt at the following address or telephone number:

Mallinckrodt plc
College Business & Technology Park,
Cruiserath, Blanchardstown,
Dublin 15, D15 TX2V, Ireland
+353 1 696 0000
ir.mallinckrodt.com

The information contained in this Information Statement is provided as of October 30, 2025, unless otherwise indicated. We make no representation as to the accuracy or completeness of the information after October 30, 2025, and undertake no obligation to update information to reflect the occurrence of events or circumstances after October 30, 2025, except as required by applicable law.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Information Statement “incorporates by reference” certain documents that Mallinckrodt files or furnishes with the SEC, which means that important information is disclosed to you by referring you to those documents. The information incorporated by reference is considered to be part of this Information Statement, and certain later information that Mallinckrodt files or furnishes with the SEC will automatically update and supersede earlier information filed with the SEC or included in this Information Statement. The following documents are incorporated by reference:

SHAREHOLDER INQUIRIES

Shareholders of Mallinckrodt who have questions or require additional information are encouraged to use the following resources:

Innisfree M&A Incorporated

(888) 750-9498

Innisfree will advise all Street Name Holders to contact their bank, broker or similar organization immediately to ensure they are able to obtain access to the Certification Portal.

Georgeson

Toll Free: (866) 585-7241

Outside the US: (310) 853-6676

MallExchange@Georgeson.com.

Only Record Holders have an account with Computershare US. Street Name Holders should contact their bank, broker or similar organization for assistance.

Computershare US

Toll Free: (866) 644-4127

Outside US & Canada: (781) 575-2906

Only Record Holders have an account with Computershare US. Street Name Holders should contact their bank, broker or similar organization for assistance.

For more information regarding Mallinckrodt and Par Health, shareholders should visit the following website: ir.mallinckrodt.com. This URL, and all other URLs in this Information Statement, are intended to be inactive textual references only. They are not intended to be active hyperlinks to any website. Information presented on any website located at any URL in this Information Statement is not and shall not be deemed to be incorporated into this Information Statement, unless such information is explicitly stated as being so incorporated in “Incorporation of Certain Documents by Reference.”

Shareholders may obtain a free copy of the Information Statement by sending a written request addressed to Mallinckrodt’s Investor Relations department at Mallinckrodt’s offices at College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, D15 TX2V, Ireland, or on its website: ir.mallinckrodt.com.

INFORMATION ABOUT THE TRANSACTION

A.            Approval of the Redemption in Principle

On October 21, 2025 (such meeting, the “October 21 Meeting”), the Mallinckrodt Board approved resolutions authorizing, in principle, the Spin-off by means of the Redemption of the Mallinckrodt Preferred Shares in exchange for the right of shareholders as of the Record Date to receive, subject to compliance with the Certification Procedures and the terms of the Redemption, the Redemption Consideration (as defined in the section of this Information Statement entitled “Terms and Definitions”), being the right to receive:

Entitlements to cash payments in respect of Base Proceeds and Excess Proceeds with entitlements to fractions of a cent will be rounded up or down to the nearest cent.

On October 24, 2025, Mallinckrodt filed a Current Report on Form 8-K announcing that the Spin-off had been approved in principle and that the Record Date had been set as 5:30 p.m. (Eastern Time in the United States) on October 27, 2025.

Following the closing of the Redemption, Par Health will be an independent company owned by Qualified Shareholders. The Par Health Common Stock to be allocated in connection with the Spin-off has not been and will not be registered under the Securities Act or the Exchange Act. Par Health will operate as a private company following the Spin-off and will not be listed on a securities exchange.

B.            Board Authority to Abandon Redemption

The Mallinckrodt Board retains the authority to modify the terms of, or to abandon, the Redemption at any time and for any reason until it has been consummated. Consummation of the Redemption will be subject to a separate approval by the Mallinckrodt Board no later than thirty (30) days from the Record Date (the “November Meeting”). In determining whether to finally approve the Redemption, the Mallinckrodt Board will consider a number of factors, including:

The Mallinckrodt Board’s analysis of these factors at the November Meeting will be informed by, among other things, (a) the net asset value of Par Health on the balance sheet of Mallinckrodt as of the last practicable date before the Redemption Date and (b) the evaluation of the Certification Forms submitted by the Record Holders (and any Street Name Holders identified by such Record Holders) and the percentage of outstanding Mallinckrodt Preferred Shares represented by Qualified Shareholders that have properly and timely completed a Certification Form as of the date of the Mallinckrodt Board’s determination. Because the right to receive 100% of the outstanding shares of Par Health Common Stock as of the Redemption Date will be allocated in the Redemption, a higher equity value necessarily results in the use of more Distributable Reserves. As discussed in the section entitled “Escrow Closing,” the effect is compounded as the percentage of Mallinckrodt Preferred Shares held by Qualified Shareholders decreases. This results in the allocation of Par Health Common Stock among a smaller pool of Mallinckrodt Preferred Shares, which increases the value allocated to Qualified Shareholders in respect of each Mallinckrodt Preferred Share. Because the Mallinckrodt Board has determined that Qualified Shareholders and Non-Qualified Shareholders should receive equivalent value per Mallinckrodt Preferred Share in the Redemption, Mallinckrodt will, in turn, pay more cash per Mallinckrodt Ordinary Share to Non-Qualified Shareholders as the number of Non-Qualified Shareholders increases in order to maintain equivalence under the terms of the Redemption.

1.            Equity Value of Par Health

The Mallinckrodt Board engaged Evercore Inc. (“Evercore”) to prepare a fair market value-based analysis of the equity of Par Health for consideration by the Mallinckrodt Board at the November Meeting (the “Evercore Valuation”). At the meeting held on October 27, 2025 (the “October 27 Meeting”), Evercore discussed with the Mallinckrodt Board certain preliminary views regarding the Evercore Valuation (the “Preliminary Evercore Valuation”). The Preliminary Evercore Valuation is described in the section of this Information Statement entitled “Valuation by Mallinckrodt’s Financial Advisor.”

The Preliminary Evercore Valuation indicated, based on a discounted cash flow analysis, a range of equity values of Par Health between $614 million and $967 million. This discounted cash flow analysis also indicated an equity value of Par Health of $763 million based on the midpoints of the weighted average cost of capital range and the perpetuity growth rate range utilized in the discounted cash flow analysis. Mallinckrodt used the equity value of $763 million to calculate a Per Share Cash Amount of approximately $0.000424786467775745 per Mallinckrodt Preferred Share (or $19.35497062 per Mallinckrodt Ordinary Share) and the cash portions of the Base Proceeds, subject to the addition of any Excess Proceeds. Because the valuation of Par Health is a matter for the Mallinckrodt Board to determine at its November Meeting, and may therefore differ from the Preliminary Evercore Valuation (including as a result of the Mallinckrodt Board’s consideration of the final Evercore Valuation, intervening events since the October 27 Meeting and other factors), the Per Share Cash Amount may be higher or lower than this estimate. If the Mallinckrodt Board determines to proceed with the Spin-off, Mallinckrodt will file a Current Report on Form 8-K reporting the closing of the Redemption and the final Per Share Cash Amount.

2.            Solvency of Mallinckrodt and Par Health

Mallinckrodt engaged a nationally recognized valuation firm to provide the Mallinckrodt Board with an opinion as to whether (a) the fair value of Mallinckrodt’s assets exceeds (i) the sum of its liabilities (including contingent liabilities), and (ii) its called-up share capital and undistributable reserves under Irish law before and after giving effect to the consummation of the Redemption and (b) Mallinckrodt and Par Health will be solvent, after giving effect to consummation of the Redemption, in each case as of the November Meeting. The Mallinckrodt Board will consider the solvency of the Company and Par Health at its November Meeting, including having regard to the opinion from the valuation firm, and the consummation of the Redemption will not occur unless the Mallinckrodt Board is satisfied as to the matters set out in (a) and (b) in this paragraph.

3.            Certification Process; Response Threshold

Only Record Holders (and/or Street Name Holders, where applicable) of Mallinckrodt Preferred Shares as of the Record Date that properly comply with the Certification Procedures, including completing the following documents, will be entitled to receive the Base Proceeds and the Excess Proceeds (as described in greater detail in this Information Statement and the definition of Certification Procedures included in the section of this Information Statement entitled “Terms and Definitions”):

Shareholders must certify truthfully as to their status as a Qualified Shareholder or a Non-Qualified Shareholder—the Certification Form is not an “election” form and shareholders do not have a choice between receiving the right to receive the Per Share Stock Amount or the Per Share Cash Amount.

Given the constraints posed by the Distributable Reserves, the Mallinckrodt Board concluded at the October 21 Meeting that it will defer the closing of the Redemption until it has received, or believes that it will receive, Certification Forms from Qualified Shareholders (or Persons that are expected to be Qualified Shareholders upon the satisfaction of the remaining Certification Procedures other than the submission of a Certification Form) holding at least a specified percentage (expected to be approximately 75%) of the outstanding Mallinckrodt Preferred Shares as of 5:30 p.m. (Eastern Time in the United States) on November 7, 2025 (or such greater or lesser percentage as may be determined by the Mallinckrodt Board in its sole and absolute discretion) (as defined herein, the Response Threshold). In accordance with section 174 of the Companies Act 2014 and the form of Separation Agreement, the Mallinckrodt Board closed the Mallinckrodt Register of Members with effect from 5:00 p.m. (Eastern Time in the United States) on October 23, 2025 until the earlier of (i) 5:00 p.m. (Eastern Time in the United States) on November 22, 2025 or (ii) such earlier date as may be notified by Mallinckrodt. If Mallinckrodt has not received valid Certification Forms from Qualified Shareholders representing the Response Threshold by 5:30 p.m. (Eastern Time in the United States) on November 7, 2025 (or such other date as may be determined by the Mallinckrodt Board in its sole and absolute discretion), the Mallinckrodt Board may determine not to proceed with the Spin-off.

MALLINCKRODT SHAREHOLDERS ARE URGED TO COMPLETE THE CERTIFICATION FORM AS SOON AS POSSIBLE. THE REDEMPTION WILL ONLY BE COMPLETED IF THE RESPONSE THRESHOLD IS REACHED BY 5:30 P.M. (EASTERN TIME IN THE UNITED STATES) ON NOVEMBER 7, 2025 (OR SUCH OTHER DATE AS MAY BE DETERMINED BY THE MALLINCKRODT BOARD IN ITS SOLE AND ABSOLUTE DISCRETION). PLEASE CONTACT INNISFREE M&A INCORPORATED AT (888) 750-9498 FOR ASSISTANCE WITH COMPLETING YOUR CERTIFICATION FORM.

Certification Forms are available electronically through the online Certification Portal maintained by the Redemption Agent. Mallinckrodt shareholders should read the Certification Form carefully. Instructions on the Certification Form will differ for the two categories of Mallinckrodt shareholders on the Record Date:

If you are a Street Name Holder, please contact your bank, brokerage firm or other similar organization as soon as possible to ensure you receive access to the Certification Portal. If you do not promptly follow the instructions provided by your bank, brokerage firm or other similar organization and otherwise comply with the Certification Procedures before the expiration of the Escrow Period, your right to receive the Base Proceeds and Excess Proceeds will LAPSE and EXPIRE.

IN THE CASE OF ANY MALLINCKRODT SHAREHOLDER WHO DOES NOT COMPLY WITH THE CERTIFICATION PROCEDURES BEFORE THE EXPIRATION OF THE ESCROW PERIOD, SUCH SHAREHOLDER’S RIGHT TO RECEIVE THE REDEMPTION CONSIDERATION WILL LAPSE AND EXPIRE AT THE END OF THE ESCROW PERIOD AND SUCH SHAREHOLDER WILL NOT HAVE ANY RESIDUAL RIGHT OR CLAIM IN RESPECT OF THE REDEMPTION, THE MALLINCKRODT PREFERRED SHARES OR THE PAR HEALTH COMMON STOCK.

4.            Conditions to the Redemption

The consummation of the Redemption remains subject to the satisfaction, or waiver by Mallinckrodt in its sole and absolute discretion, of the following conditions (among others):

C.            Share Register Closure

In accordance with section 174 of the Companies Act 2014, the Mallinckrodt Board closed the Mallinckrodt Register of Members with effect from 5:00 p.m. (Eastern Time in the United States) on October 23, 2025 until the earlier of (i) 5:00 p.m. (Eastern Time in the United States) on November 22, 2025 or (ii) such earlier date as may be notified by Mallinckrodt (the “Closed Share Register Period”). Transfers of shares in the capital of Mallinckrodt will not be registered while the Mallinckrodt Register of Members is closed, regardless of when any such transfer may have occurred. Mallinckrodt published notice of the closing of the Mallinckrodt Register of Members in The Irish Times and The Wall Street Journal on October 22, 2025.

Purported sellers and purchasers of Mallinckrodt Ordinary Shares during the Closed Share Register Period should carefully consider the implications of such closure:

D.            Closing of Redemption

On the Redemption Date, subject to the approval of the Redemption by the Mallinckrodt Board at the November Meeting, the Redemption will close and Mallinckrodt will redeem all outstanding Mallinckrodt Preferred Shares as of the Record Date in exchange for the right to receive the Redemption Consideration, subject to compliance with the Certification Procedures and the terms of the Redemption, as follows:

Entitlements to cash payments in respect of Base Proceeds and Excess Proceeds with entitlements to fractions of a cent will be rounded up or down to the nearest cent.

For the avoidance of doubt, the Redemption Consideration is the right to receive the Base Proceeds or the Excess Proceeds (as distinct from the receipt of the Base Proceeds or the Excess Proceeds themselves), which is subject in all respects to the satisfaction of the Certification Procedures and the terms of the Redemption.

The Redemption Consideration accrues and is paid and discharged in full at the Effective Time (regardless of when or if the Base Proceeds and/or Excess Proceeds are allocated or paid), and shall constitute good and valuable consideration for the Redemption at the Effective Time, regardless of whether or not the relevant recipient complies with the Certification Procedures, or when they do so, including if complied with after the Pre-Redemption Notification Deadline or after the Effective Time.

Any subsequent lapse or expiration of such right due to non-compliance with the Certification Procedures, will not, in any way, affect the effectiveness of the Redemption at the Effective Time or that the right is good and valuable consideration for the Redemption, regardless of whether the person entitled to the right to receive the Base Proceeds or Excess Proceeds actually receives it.

Whether the Certification Procedures have been complied with in any specific case, or generally, shall be determined in Mallinckrodt’s sole and absolute discretion. Where Mallinckrodt and/or the Redemption Agent is not satisfied for any reason:

Mallinckrodt or the Redemption Agent may reject, question or modify such Certification Form.

Mallinckrodt may amend the Certification Procedures at any time, including after the Effective Time, but no such amendment shall affect the validity of any allocation of shares of Par Health Common Stock before such amendment to Qualified Shareholders satisfying the Certification Procedures at the time of allocation.

To receive the aggregate Base Proceeds to which they are entitled at or promptly following the Effective Time, Qualified Shareholders and Non-Qualified Shareholders (and, as applicable, Record Holders receiving Base Proceeds for the benefit of a Qualified Shareholder or Non-Qualified Shareholder) must have complied with and satisfied the Certification Procedures, no later than 5:30 P.M. (Eastern Time in the United States) on the business day (by reference to business days in the United States) before the Redemption Date (the “Pre-Redemption Notification Deadline”).

Before the Effective Time, (1) Mallinckrodt will, and will cause Par Health to, (i) issue and deliver to the Redemption Agent, for the benefit of the Qualified Shareholders, 39,421,398 shares of Par Health Common Stock, being 100% of the outstanding shares of Par Health Common Stock as of the Redemption Date following the cancellation of the Mallinckrodt SpinCo Share described below, (ii) instruct the Redemption Agent to allocate the appropriate number of shares of Par Health Common Stock to each Qualified Shareholder as of 5:30 P.M. (Eastern Time in the United States) on the business day (by reference to business days in the United States) before the Redemption Date (the “Pre-Redemption Notification Deadline”) by way of direct registration in book-entry form and (iii) take such other necessary actions such that the one (1) share of Par Health Common Stock held by Mallinckrodt as of immediately before the Effective Time (the “Mallinckrodt SpinCo Share”) shall be canceled and retired and shall cease to exist as of the Effective Time; and (2) Mallinckrodt shall deliver to the Redemption Agent, for the benefit of Non-Qualified Shareholders, the cash required to effect the Redemption with respect to Non-Qualified Shareholders as of the Pre-Redemption Notification Deadline, and will instruct the Redemption Agent to allocate the appropriate amount of cash to each such Non-Qualified Shareholder at the Effective Time.

E.            Escrow Period

Par Health Common Stock not allocated to Qualified Shareholders at the Effective Time will be promptly delivered to and (to the extent not otherwise allocated pursuant to an Interim Excess Determination) held in the Escrow Account for the duration of the Escrow Period. Throughout the Escrow Period, Qualified Shareholders and Non-Qualified Shareholders who did not comply with the applicable Certification Procedures by the Pre-Redemption Notification Deadline will be able to receive the aggregate Base Proceeds upon compliance with and satisfaction of the applicable Certification Procedures (including, where applicable, the satisfaction of the applicable Certification Procedures by any Record Holder receiving Base Proceeds for the benefit of a Qualified Shareholder or Non-Qualified Shareholder). The Redemption Agent will promptly make allocations from the Escrow Account to Qualified Shareholders and Non-Qualified Shareholders that have complied with and satisfied the applicable Certification Procedures during the Escrow Period (or that completed a Certification Form after the Pre-Redemption Notification Deadline and before the Effective Time) (and, in each case, where an applicable Record Holder receiving Base Proceeds for the benefit of a Qualified Shareholder or Non-Qualified Shareholder has complied with and satisfied the applicable Certification Procedures), and Mallinckrodt will deliver cash to the Redemption Agent from time to time to enable the Redemption Agent to make any such required cash payments to such Non-Qualified Shareholders that have complied with and satisfied the applicable Certification Procedures during the Escrow Period (or that completed a Certification Form after the Pre-Redemption Notification Deadline and before the Effective Time) (and, in each case, where an applicable Record Holder receiving Base Proceeds for the benefit of a Qualified Shareholder or Non-Qualified Shareholder has complied with and satisfied the applicable Certification Procedures).

At any time following the Pre-Redemption Notification Deadline (including before the Effective Time) but before the expiration of the Escrow Period, the Mallinckrodt Board may review the number of Qualified Shareholders and Non-Qualified Shareholders (and, where applicable, Record Holders receiving Interim Excess Proceeds (as defined below) for the benefit of Qualified Shareholders) and determine that a specified amount of Excess Proceeds has been established with certainty and is due as part (or full) discharge of the entitlements under the Separation Agreement, notwithstanding that the Escrow Period has not expired, and in such circumstances Mallinckrodt’s management, acting under authority delegated by the Mallinckrodt Board may direct an interim discharge of part or all (as the case may be) of the Excess Proceeds in the amount specified in its determination (the “Interim Excess Proceeds” and the “Interim Excess Determination,” respectively). Where such a determination is made, the Separation Agreement’s terms apply to the allocation and payment of the Interim Excess Proceeds as if references to Excess Proceeds in the Separation Agreement meant Interim Excess Proceeds and as if the time for allocation or payment is the time as set out in the Interim Excess Determination or as otherwise agreed by Mallinckrodt and the Redemption Agent. The decision as to whether to issue any (or no) Interim Excess Determinations shall be at the sole and absolute discretion of the Mallinckrodt Board. Mallinckrodt may elect to issue more than one Interim Excess Determination and may issue an Interim Excess Determination simultaneously with the allocation of the relevant Interim Excess Proceeds at the Effective Time (by reference to the Qualified Shareholders and Non-Qualified Shareholders (and, where applicable, Record Holders receiving Interim Excess Proceeds for the benefit of Qualified Shareholders or Non-Qualified Shareholders) that have complied with and satisfied the Certification Procedures before the Pre-Redemption Notification Deadline). Then, the Interim Excess Proceeds shall be allocated and/or paid to the relevant Qualified Shareholders and Non-Qualified Shareholders at the same time as the Base Proceeds are allocated and/or paid under the terms of the Separation Agreement. For the avoidance of doubt, any allocation or payment of Excess Proceeds pursuant to an Interim Excess Determination constitutes a discharge of the obligations to allocate or pay Excess Proceeds to the extent of Excess Proceeds so allocated or paid, and no amount shall be double counted in any entitlement to Excess Proceeds where discharged in whole or in part by an Interim Excess Determination.

Par Health will not be permitted to distribute cash or non-cash dividends until the expiration of the Escrow Period.

WE URGE YOU TO COMPLETE YOUR CERTIFICATION FORM AS SOON AS POSSIBLE – DO NOT WAIT FOR THE ESCROW PERIOD. IF YOU DO NOT PROPERLY COMPLETE YOUR CERTIFICATION FORM BY 5:30 P.M. (EASTERN TIME IN THE UNITED STATES) ON NOVEMBER 7, 2025, THE RISK OF NOT REACHING THE RESPONSE THRESHOLD INCREASES. THE REDEMPTION WILL ONLY BE COMPLETED IF THE RESPONSE THRESHOLD IS REACHED BY 5:30 P.M. (EASTERN TIME IN THE UNITED STATES) ON NOVEMBER 7, 2025 (OR SUCH OTHER DATE AS MAY BE DETERMINED BY THE MALLINCKRODT BOARD IN ITS SOLE AND ABSOLUTE DISCRETION). PLEASE CONTACT INNISFREE M&A INCORPORATED AT (888) 750-9498 FOR ASSISTANCE WITH COMPLETING YOUR CERTIFICATION FORM.

F.            Escrow Closing

The right to receive Base Proceeds and/or Excess Proceeds, or any other consideration, shall irrevocably expire and lapse in the case of Record Holders (and/or any Street Name Holders identified by such Record Holders and confirmed by such Record Holder to be the beneficial owner of the Mallinckrodt Preferred Shares on the Record Date) that have not complied with or satisfied the applicable Certification Procedures before the expiration of the Escrow Period. Any such right to receive the Base Proceeds and/or Excess Proceeds, or any other consideration, will irrevocably lapse and expire at such time, and such expiration, lapse and forfeiture shall not affect the validity of the Redemption or result in the Redemption Consideration not constituting good and valuable consideration for the Redemption of the Mallinckrodt Preferred Shares of such Persons. NEITHER MALLINCKRODT NOR PAR HEALTH, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, WILL HAVE ANY LIABILITY WITH RESPECT TO ANY SUCH LAPSE AND EXPIRATION.

Promptly after the expiration of the Escrow Period:

FUTURE PAR HEALTH STOCKHOLDERS ARE REMINDED THAT ONLY THE RECORD HOLDER (AND/OR ANY STREET NAME HOLDER IDENTIFIED BY SUCH RECORD HOLDER AND CONFIRMED BY SUCH RECORD HOLDER TO BE THE BENEFICIAL OR ECONOMIC OWNER OF THE MALLINCKRODT PREFERRED SHARES ON THE RECORD DATE) IS ENTITLED TO ANY BASE PROCEEDS AND EXCESS PROCEEDS ALLOCATION THAT MAY BE ALLOCATED AT THE EXPIRATION OF THE ESCROW PERIOD. IF YOU TRADE YOUR SHARES OF PAR HEALTH COMMON STOCK AFTER THE REDEMPTION DATE, THE PURCHASER OF YOUR SHARES WILL NOT RECEIVE ANY SUCH ALLOCATIONS FROM MALLINCKRODT OR THE REDEMPTION AGENT.

G.            Fractional Shares

No fractional shares of Par Health Common Stock will be allocated or credited to book-entry accounts in connection with the Redemption, nor will any cash payments be made in lieu of any such fractional share interests. The Record Holder is not entitled to vote or to any other rights as a stockholder of Par Health for such fractional share interest.

If there are shares of Excess Par Health Common Stock in the Escrow Account that cannot be allocated after the expiration of the Escrow Period due to the prohibition on allocating fractional shares, then Par Health will cancel such shares.

H.            Post-Closing Transfers of Par Health Common Stock

The Par Health Common Stock is not and will not be listed on any securities exchange. In addition, the Par Health Common Stock is not registered under the Exchange Act, and Par Health does not intend to register the Par Health Common Stock under the Exchange Act after the Spin-off. As a private company, there will continue to be no active trading market in Par Health’s capital stock and, accordingly, investors may experience, among other things, limited liquidity.

The Par Health Common Stock will be issued in the Redemption pursuant to applicable exemptions from the registration requirements of the Securities Act, and will not be registered or qualified under any state securities laws. Such shares of Par Health Common Stock will be “restricted securities” as defined in Rule 144 under the Securities Act, and may not be resold unless a sale thereof is registered under applicable federal and state securities laws, or an exemption is available from the registration requirements of those laws, as applicable. Par Health has no obligation, and does not intend, to register any Par Health Common Stock under the Securities Act or any state securities laws.

The amended and restated certificate of incorporation of Par Health will provide that no shareholder will be permitted to sell, exchange, assign, pledge, encumber or otherwise transfer any of its Par Health Common Stock, whether in one transaction or a series of related transactions (by such shareholder and/or any other shareholder), without the consent of the Par Health Board, (i) to any person that is not a qualified institutional buyer (as defined in Rule 144A under the Securities Act), an institutional accredited investor (an “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the Securities Act) or a director or officer of Par Health who is also an accredited investor (as defined in Rule 501(a) under the Securities Act), (ii) if, as a result of such transaction or series of related transactions, Par Health or any of its subsidiaries would be subject to reporting obligations under any applicable securities laws, (iii) to a direct or indirect competitor of Par Health identified by the Board in good faith from time to time (a “Competitor”), or to any of such Competitor’s affiliates (but not including financial sponsors that do not hold a majority of the equity of such Competitor or other portfolio companies of such sponsors), or (iv) other than in accordance with the Tag-Along Rights (as described below) to the extent applicable. Par Health will make available a list of any such Competitors following the Spin-off.

Furthermore, any transfers of Par Health Common Stock will be subject to procedures required by Par Health’s transfer agent, including the delivery of applicable share transfer forms, details of which will be made available by Par Health following the Spin-off. Consequently, Qualified Shareholders may be unable to liquidate their shares of Par Health Common Stock.

DESCRIPTION OF THE BUSINESS

Par Health is a private company incorporated under the laws of Delaware and focused on generic pharmaceuticals (including APIs) and sterile injectables businesses. We are well positioned to be a leading pharmaceutical company, with a robust product portfolio spanning multiple disease areas, dosage forms, and delivery techniques.

Par Health is headquartered in Hazelwood, Missouri and we have operating locations in the United States, Ireland, the United Kingdom and India.

Our Business and Products

Information regarding the product portfolios and business strategies of Par Health is included in the following discussion.

Generics and APIs

Our generic pharmaceutical operations are focused on providing our customers generic drugs and APIs. We have a portfolio of approximately 83 different finished-dose generic drug product families, across a variety of therapeutic areas. Our finished-dose generic products feature a broad range of dosage forms, including transdermal patches, solid oral extended-release products, solid oral immediate-release products, liquids, semi-solids and powders, designed to address an array of therapeutic areas.

Within our generic pharmaceutical operations, we also provide bulk API products, including acetaminophen, stimulants, analgesics, and stearates (an excipient), to a wide variety of pharmaceutical companies. We are among the world’s largest manufacturers of bulk acetaminophen and the only producer of acetaminophen API in the North American region with manufacturing facilities in the United States. Our APIs and excipients are supplied directly to over 350 customers in approximately 70 countries. We also use our APIs for internal manufacturing of our finished-dose products.

Additionally, Par Health is one of the only generic manufacturers with its own controlled-substances API manufacturing capability. We offer a variety of product formulations, such as hydrocodone-containing tablets, oxycodone-containing tablets and several other controlled substances indicated for the treatment of pain. Other controlled-substances products include medicines used to treat attention-deficit/hyperactivity disorder and addiction treatment medicines.

We manufacture controlled substances under the DEA quota restrictions, and in fiscal 2024, we estimated that we received greater than one-third of the total DEA quota provided to the U.S. market for the controlled substances we manufacture. We believe that our vertical integration and allocation of quota-governed, controlled-substances materials from the DEA are competitive advantages for our API business and, in turn, for our generics business. The strategy for our API business is based on at-scale manufacturing of proven products and customized product offerings, responsive technical services, and timely delivery to our customers.

Sterile Injectables

Our sterile injectables business includes a portfolio of approximately 40 products, including both vial and ready-to-use RTU formats. Our sterile injectables products are manufactured in sterile facilities in various dosage forms and are administered at hospitals, clinics, and long-term care facilities. For products we develop for the U.S. market, after the completion of required clinical trials and testing, we seek approvals from regulatory bodies such as through the submission of 505(b)(2) New Drug Applications NDAs, Abbreviated New Drug Applications ANDAs, or Biologics License Applications BLAs to the U.S. Food and Drugs Administration FDA. We believe that our patents, the protection of discoveries in connection with our development activities, our proprietary products, technologies, processes, trade secrets, know-how, innovations, and all of our intellectual property are important to our business and achieving a competitive position. However, there can be no assurance that any of our patents, licenses or other intellectual property rights will afford us any protection from competition. Additional information is included in “Risk Factors—Par Health may be unable to protect its intellectual property rights successfully, intellectual property rights may be limited or Par Health may be subject to claims that it infringes on the intellectual property rights of others.”

Key product offerings in this business include the following, among others:

Research and Development

Generics. The research and development (“R&D”) efforts in this business are primarily focused on pharmaceutical products that would benefit from our vertically integrated manufacturing capabilities. Our pipeline seeks to apply our proven capabilities to formulate around competitor patents, utilizing our expertise in both our API and drug product development opportunities. We perform most of our finished-dose development work at our technical development center in Webster Groves, Missouri and at our facilities in India. Our API development work is conducted at our API manufacturing facility in St. Louis, Missouri, the nation’s largest API manufacturing facility by volume capacity.

Sterile Injectables. The R&D efforts in this business are focused on complex sterile injectable products that meet the needs of hospitals and health systems. Oftentimes, these are difficult to manufacture and commercially differentiating RTU and ready-to-administer products. We perform most of our sterile injectable development work at our Rochester, Michigan plant and facilities in India.

Intellectual Property

We rely on patents, trademarks, copyrights, trade secrets, and other proprietary and confidential information as part of a comprehensive strategy to protect our intangible and intellectual property. This strategy is complemented by our entry into licensing and contractual arrangements to further safeguard intellectual property rights associated with researching, developing, manufacturing, and distributing generic and sterile injectable pharmaceuticals.

The sterile injectables business includes products that are currently protected by certain patent rights and have inherent scientific, regulatory, legal and technical complexities, including being difficult to formulate or manufacture.

For our generic products, which we sell through our sterile injectables and generics businesses, we continue our focus on high-barrier-to-entry products, including an ongoing emphasis on complex sterile injectable products, including RTU products, and first-to-file/first-to-market opportunities, opportunities that often are difficult to formulate or difficult to manufacture, or face complex legal, regulatory, or other technical challenges. In the United States, first-to-file products refer to generic or sterile injectable products for which ANDAs containing challenges to the patents listed against the referenced brand that would normally prevent marketing of the generic ahead of the expiry (or Paragraph IV certifications (as defined below)) were the first to be filed with the FDA. In the United States, manufacturers that eventually have approved and launch first-to-file products, after success in litigating or otherwise resolving the aforementioned patent challenges, have an opportunity to receive 180 days of generic marketing activity vis-à-vis other Paragraph IV-filing ANDA holders. First-to-market products refer to products that are the first marketed generic equivalents of the referenced branded products for reasons apart from statutory marketing exclusivity. These first-to-market products allow manufacturers to mitigate risks from competitive pressures commonly associated with generic products that have already been commoditized. Our generics portfolio currently contains, and from time to time in the future may contain, various authorized generics, which are generic versions of branded products licensed to a generic distributor by brand drug companies under their NDA and marketed by the generic distributor without the brand’s typical branding. These authorized generics do not face the same regulatory barriers to launch and introduction and are not prohibited from sale during a third-party’s 180-day exclusivity period. From time to time, our authorized generics have included and may include generic versions of our own branded products. We also aim to be a partner of choice to large companies seeking authorized generic distributors for their branded products.

As of October 27, 2025, our patent portfolio is comprised of approximately 792 issued patents and approximately 44 patent applications worldwide, while our trademark portfolio includes approximately 137 registered marks and approximately 107 applications for registration. Our registered trademarks are renewable indefinitely, subject to meeting the legal requirements germane to the jurisdiction of their registration. In addition, we have put in place administrative, compliance, policing and technical measures to protect the confidentiality of our confidential and proprietary information, inclusive of our know-how, show-how, and trade secrets.

For additional information regarding our intellectual property portfolio, see the section of this Information Statement entitled “Risk Factors—Par Health may be unable to protect its intellectual property rights successfully, intellectual property rights may be limited or Par Health may be subject to claims that it infringes on the intellectual property rights of others.”

Manufacturing and Distribution

Manufacturing

We believe we have a robust manufacturing infrastructure, which provides us with flexibility across geography, cost structures and production scale. As of October 27, 2025, we have nine operational production facilities in the United States and India, with an additional site planned to be operational by early 2027 in Fenton, Missouri.

A significant portion of our generics product portfolio is vertically integrated, meaning we manufacture the API as well as the finished dose. We believe this allows us to manage key processes efficiently, cost-effectively, and with a high standard of quality. This capability is strengthened with the integration of legacy facilities and presents the opportunity for further vertical integration and growth.

Distribution

As of October 27, 2025, we maintained a global network of internal and third-party distribution centers for our products. Products generally are delivered to these distribution centers from our manufacturing facilities and then subsequently delivered to the customer. We leverage a wide range of transport and distribution partners to convey our products to market by road, rail, sea, and air.

Raw Materials

We contract with various third-party manufacturers and suppliers to provide us with raw materials, components, finished goods, and certain services. If, for any reason, we are unable to obtain sufficient quantities of any of the raw materials, components, finished goods, or services required for the operation of our business, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.

A number of our current generic-finished dose and API products, including oxycodone, oxymorphone, morphine, and hydrocodone, are listed by the DEA as Schedule II substances under the federal Controlled Substances Act of 1970. Consequently, their manufacture, shipment, storage, sale, and use are subject to a high degree of regulation, and the DEA limits the availability of controlled-substances raw materials, and the production of APIs and generic Schedule II substances, through manufacturing and procurement quotas that we must apply for periodically in order to obtain and produce these substances. For additional information regarding the risks associated with the regulation of certain of our products by the DEA, see the section of this Information Statement entitled “Risk Factors—The DEA regulates the availability of controlled substances, including API, drug products under development and finished dose products.”

Sales, Marketing and Customers

We distribute our sterile and generic finished dose products through independent channels, including wholesale drug distributors, specialty pharmaceutical distributors, retail pharmacy chains, hospital networks, ambulatory surgical centers, and governmental agencies. In addition, we contract with group purchasing organizations (“GPOs”) and managed care organizations to improve access to our products. We sell and distribute API products directly or through distributors to other pharmaceutical companies.

Par Health competes with several companies in each of the businesses in which it operates.

Generic Pharmaceuticals

Generic products generally face intense competition from branded equivalents, other generic equivalents (including authorized generics) and therapeutically similar branded or generic products. Our major competitors, including Rhodes Pharmaceuticals LP, Amneal Pharmaceutical Ltd., Noramco, Inc., Veranova LP, Teva Pharmaceutical Industries Limited, Viatris, Sandoz, Granules Pharmaceuticals, and Aurobindo Pharma Limited, among others, vary by product category and dosage strength. We believe our reliable sources of starting materials, vertically integrated manufacturing capabilities, broad offerings of API controlled substances and acetaminophen, comprehensive generic controlled substances product line, and established relationships with national and regional distributors of generic drugs in the United States enable us to compete with other generic manufacturers. In addition, we believe that our experience with the FDA, the DEA and Risk Evaluation and Mitigation Strategies (“REMS”) provides us the knowledge to operate efficiently and effectively in this highly regulated, competitive environment. Among the large generic controlled substances providers, we are one of the only generic manufacturers that has its own controlled substance API manufacturing capability, and we believe that we offer more vertically integrated generic controlled substance products than any other U.S. manufacturer. New drugs and future developments in improved or advanced drug delivery technologies or other therapeutic techniques may provide therapeutic or cost advantages when compared to the products we sell. For some of our generics products, we compete with foreign manufacturers that operate in lower-cost geographies. Therefore, ability to successfully manage costs is key to our financial success. The maintenance of profitable operations in generic pharmaceuticals also depends, in part, on our ability to select, develop, and timely launch new generic products, as well as our ability to manufacture such new products in a cost-efficient, high-quality manner and implement and drive market volume.

Consolidations of our customer base have resulted in increased pricing and other competitive pressures on pharmaceutical companies, including us. Additionally, the emergence of large buying groups representing national retail pharmacies and other distributors and the prevalence and influence of managed care organizations and similar institutions have increased the negotiating power of these groups, enabling them to attempt to extract various demands, including, without limitation, price discounts, rebates, and other restrictive pricing terms. These competitive trends could continue in the future and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Newly introduced generic products with limited or no other generic competition typically garner higher prices relative to commoditized generic products. Even if we are successful in launching generic products with statutory generic exclusivity, competitors may enter the market when such exclusivity periods expire, resulting in significant price declines. Consequently, the success of our generics efforts depends on our continuing ability to select, develop, procure regulatory approvals of, overcome legal challenges to, launch and commercialize new generic products in a timely and cost-efficient manner and to maintain efficient, high quality manufacturing capabilities.

Our scale in controlled substance API manufacturing and flexibility within our St. Louis site enables our customers to have better access to cost-competitive, quality products to meet this market need. Additionally, we believe we offer customers reliability of supply and broad-based technical customer service.

The competitive landscape in the acquisition and in-licensing of pharmaceutical products has intensified in recent years, reflecting an increase in the number of companies and collective resources bidding on available assets. The ability to effectively compete in business development, acquisitions and in-licensing is important to our long-term growth strategy. In addition, other competitive factors in the pharmaceutical industry include product efficacy, safety, ease of use, price, demonstrated cost-effectiveness, third-party reimbursement, marketing effectiveness, customer service, reliability of supply, reputation, and technical capabilities.

Sterile Injectables

This business’s major competitors, including Pfizer Hospital US, Fresenius Kabi USA, LLC, Viatris, Amphastar Pharmaceuticals, Inc., Amneal Pharmaceuticals, Inc., Hikma Pharmaceuticals PLC and Sandoz Group AG, among others, vary by product. A significant portion of our sales, including sales to hospitals, clinics and long-term care facilities in the United States, is controlled by a relatively small number of group purchasing organizations GPOs, including HealthTrust Purchasing Group, L.P., Premier Inc., and Vizient, Inc. Accordingly, it is important for us to have strong relationships with these GPOs and achieve on-time product launches in order to secure new bid opportunities. We aim to have a portfolio and pipeline that is tailored to the needs of our key markets, with complex and differentiated products with high barrier to entry. Further investment, expansion and modernization of our sterile injectables manufacturing capabilities will depend on our strategic goals and performance of these products.

Regulatory Matters – United States

The pharmaceutical industry in the United States is subject to extensive and rigorous government regulation. The U.S. Federal Food, Drug, and Cosmetic Act (“FFDCA”), the U.S. Controlled Substances Act (“CSA”) and other federal and state statutes and regulations govern or affect the testing, manufacturing, packaging, labeling, storage, recordkeeping, approval, advertising, promotion, sale, and distribution of pharmaceutical products. Noncompliance with applicable requirements can result in criminal prosecution, fines, civil penalties, recall and/or seizure of products, total or partial suspension of production and/or distribution, injunctions, and/or refusal of the government to enter into supply contracts or to approve applications.

FDA Regulation

In the United States, the FDA regulates drug and biological products (collectively referred to as “pharmaceutical products,” “drug products,” or “products”) under the FFDCA. In addition, biological products are regulated under the Public Health Service Act (“PHSA”).

FDA approval is typically required before any new pharmaceutical or biological product can be marketed. The FFDCA provides several distinct pathways for the approval of new drugs. An NDA under Section 505(b)(1) of the FFDCA is a comprehensive application to support approval of a product candidate that includes, among other things, data and information to demonstrate that the proposed drug is safe and effective for its proposed uses, that production methods are adequate to ensure the identity, strength, quality, and purity of the drug, and that proposed labeling is appropriate and contains all necessary information. A 505(b)(1) NDA generally contains results of the full set of preclinical studies and clinical trials conducted by or on behalf of the applicant to characterize and evaluate the product candidate. Section 505(b)(2) of the FFDCA provides an alternate regulatory pathway to obtain FDA approval: it permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. This may include relying to some extent upon the FDA’s findings of safety and effectiveness for an approved product that acts as the reference drug, and submitting additional, product-specific data—which may include data from pre-clinical studies or clinical trials conducted by or on behalf of the applicant—to address differences between the product candidate and the reference drug.

Drug manufacturers may also submit an ANDA under Section 505(j) of the FFDCA to market a generic version of an approved branded drug product. The ANDA must show that the generic version is “therapeutically equivalent” to the approved drug (“RLD”), which means that it has the same active ingredient, in the same strength, dosage form and route of administration, is bioequivalent, and is labeled the same. As a result, the generic product can be expected to have the same clinical effect and safety profile as the RLD when administered under the conditions specified in the labeling. Generally, demonstrating bioequivalence requires showing that the rate and extent of absorption of the active moiety is within parameters of similarity, although this requirement may be waived in some circumstances. Additionally, there are instances in which, via a petition to the FDA, a proposed generic product may be permitted to differ from the RLD in certain characteristics, such as in strength, dosage form, and route of administration. If approved, such a “suitability petition” ANDA (i) would not be considered therapeutically equivalent to the RLD (and therefore would not be substituted at the pharmacy in most states), and (ii) may be required to include data from pediatric testing (which generally is not required of ANDAs).

As a general proposition, FDA approval of an ANDA is required before a generic equivalent of an existing or reference-listed drug can be marketed, but there are circumstances under which the FDA exercises enforcement discretion to allow unapproved products to be marketed. Unlike NDAs or BLAs, ANDAs do not include data to establish safety and effectiveness, instead relying on demonstrating sameness to the RLD, which the FDA has already found to be safe and effective. The timing of final FDA approval of an ANDA depends on a variety of factors, including the quality of the application, whether the RLD is protected by patents that would be infringed by the generic product, whether the applicant challenges any Orange (as defined herein) Book- listed patents for the RLD or does and is sued by the RLD sponsor on those patents (see the discussion of patents in the section of this Information Statement titled “Description of the Business—Intellectual Property”), and whether the RLD is covered by one or more statutory exclusivity periods during which the FDA is prohibited from reviewing or granting final approval to generic products. In certain circumstances, a regulatory exclusivity period can extend beyond the life of a patent, thus blocking ANDAs from being approved even after the patent expiration date.

Currently, one of our products is regulated and marketed as a biological product pursuant to a BLA. Consistent with the PHSA, our current BLA product was licensed based on an FDA determination regarding the product’s safety, purity, and potency. Although the ANDA framework referenced above is not available with regard to BLA-licensed biologics, the Biologics Price Competition and Innovation Act of 2009 created an abbreviated licensure pathway for products that are biosimilar to a biologic that is licensed under a BLA (the “reference product”). Biosimilarity to a reference product means the proposed product is “highly similar” to the reference product, and there are no clinically meaningful differences in terms of safety, purity, and potency. The proposed biosimilar product must have the same route of administration, dosage form, strength, and mechanism of action (if known) as the reference product, and must be proposed only for uses for which the reference product is approved. As with an ANDA, an abbreviated biologics application (a “biosimilar application” or “351(k) application”) generally can be expected to require less data than the reference product BLA did, relying to some degree on extrapolation from FDA’s findings on the reference product’s safety, purity, and potency, but the FDA has significant discretion regarding the nature and amount of data required in a 351(k) application. Generally, a biosimilar application may not be submitted to the FDA until four years after the reference product was first licensed and cannot be approved until 12 years after the date of first licensure.

Although prescription drugs generally require FDA approval (NDA or ANDA) or licensing (BLA or biosimilars application), there are circumstances in which the FDA exercises enforcement discretion to allow unapproved prescription products to be marketed in the U.S. FDA policy in this regard has undergone change and the current status is somewhat unclear. Previously, the FDA had allowed some unapproved products used to treat serious medical conditions to remain on the market, as long as there weren’t other issues (such as drug safety or manufacturing compliance) regarding the drug, but encouraged companies to obtain approval by requiring unapproved products to come off the market once a similar product obtained approval. The timing of market removal was subject to a grace period at the FDA’s discretion, in order to allow an orderly transition of supply to the market and mitigate potential product shortages. The U.S. Department of Health and Human Services (“HHS”) announced in November 2020 that it was withdrawing this policy, but in May 2021 withdrew the November 2020 termination notice, saying that the FDA would issue new guidance on its enforcement priorities for unapproved marketed products. The FDA has not issued any such guidance in the intervening years, and there is nothing to suggest a fundamental change in the works. Nonetheless, because the current state of affairs is based on enforcement discretion, a change in course is possible.

Where necessary to help ensure that a drug’s benefits outweigh its risks, the FDA may require adoption of a REMS as a condition of approval. A REMS can include various components, including a medication guide, a communication plan for healthcare professionals, and other elements to assure safe use (“ETASU”). ETASU can include special training or certification for those who would prescribe or dispense the product, restricting the circumstances under which the product is dispensed, special monitoring, and required patient registries. The requirements and restrictions of a REMS can materially affect the market and profitability of a drug.

On October 31, 2024, the FDA approved a modification to the Opioid Analgesic REMS (“OA REMS”) to require manufacturers of opioid analgesics dispensed in outpatient settings to make prepaid mail-back envelopes available to dispensing pharmacies as a new drug disposal option for patients. Manufacturers participating in the OA REMS are required to comply with this measure as of March 31, 2025. To date, the initial compliance costs have not been material. However, the compliance costs could increase depending on the extent to which pharmacies and other dispensers elect to utilize these prepaid mail-back envelopes. Increased compliance costs could negatively impact our results of operations if we are unable to pass such costs to our customers. At this time, we are unable to estimate the potential impact of this measure.

After obtaining regulatory approval of a drug, a sponsor must comply with a number of post-approval requirements. Among other things, for example, the FDA may require post-marketing testing as a condition of approval, such as Phase 4 clinical trials, or surveillance to further assess and monitor the product’s safety and effectiveness. In addition, the holder of an approved NDA or BLA is required to report certain adverse events and manufacturing issues to the FDA, provide updated safety and efficacy information, submit annual reports covering a range of topics, and comply with regulatory requirements and restrictions in a number of areas, notably including advertising and promotion, product manufacturing, and tracing prescription drug products distributed in the United States.

Newly discovered or developed safety or effectiveness data may require changes to a product’s approved labeling, including the addition of new warnings, contraindications or limitations of use, or implementation of other risk management measures. Once granted, product approvals may be withdrawn if compliance with regulatory requirements is not maintained or problems are identified following initial marketing.

In addition, sponsors that submit applications for marketing approval are required to pay user fees, which can be substantial, although there are instances in which the user fee is waived. The fees collected help the FDA fund the drug approval process and regulatory activities related to the product subject to the user fee program. Each type of application is subject to a different user fee; for the federal fiscal year 2026, for example, submission of an ANDA requires payment of a fee of $358,247. Companies that hold ANDAs must also pay an annual program fee, based on the number of ANDAs held by the company; for the federal fiscal year 2026, the annual program fee ranges from $191,838 to $1,918,377. For fiscal year 2025, Par Health paid a program fee of $1,918,377. These fees are expensed as incurred. The FDA has set a target of approving 90% of standard ANDA submissions within 10 months of submission, and 90% of priority ANDA submissions within eight months of submission.

U.S. Drug Enforcement Administration

We or certain of our subsidiaries sell products that are “controlled substances” as defined in the CSA and implementing regulations, which establish certain security and recordkeeping requirements administered by the DEA, and similar state and foreign laws. The DEA regulates drug substances as Schedule I, II, III, IV or V substances, with Schedule I substances considered to present the highest risk of abuse, and Schedule V substances, the lowest risk. The active ingredients in some of our products are listed by the DEA as Schedule II, III or IV substances under the CSA. Consequently, their manufacture, shipment, storage, prescription, sale, dispensing, administration, and use are subject to a high degree of regulation.

The CSA limits the availability of certain of the active ingredients that are subject to Schedule I and II of the CSA. Some of these active ingredients are used in our products. We or our contract manufacturing organizations must periodically apply to the DEA for procurement and production quotas in order to obtain and produce these substances. As a result, our quotas may not be sufficient to meet commercial demand or complete clinical trials. Moreover, the DEA may adjust these quotas from time to time during the year, although the DEA has substantial discretion in whether to make such adjustments. In recent years, the DEA has reduced the quotas for certain Schedule II opioids that may be manufactured in the United States, including oxycodone, hydrocodone, codeine, oxymorphone, morphine, and hydromorphone.

To meet its responsibilities, the DEA conducts periodic inspections of registered establishments that handle controlled substances. Annual registration is required for any facility that manufactures, tests, distributes, dispenses, imports or exports any controlled substance. The facilities must have the security, control, accounting mechanisms and monitoring systems required by the DEA to prevent loss and diversion of controlled substances and to comply with reporting obligations. Failure to maintain compliance can result in enforcement action. The DEA may seek civil penalties, refuse to renew necessary registrations or initiate proceedings to revoke or restrict those registrations or, with the DOJ, seek to impose civil penalties. In certain circumstances, violations could result in criminal proceedings.

DEA regulations include certain restrictions for a manufacturer in the United States to import finished dosage forms of controlled substances manufactured outside the United States. These rules reflect a broader enforcement approach by the DEA to regulate the manufacture, distribution, and dispensing of legally produced controlled substances. Accordingly, drug manufacturers that market and sell finished dosage forms of controlled substances in the United States typically manufacture them or have them manufactured in the United States.

The DEA also requires drug manufacturers to design and implement a system that identifies suspicious orders of controlled substances, such as those of unusual size, those that deviate substantially from a normal pattern, and those of unusual frequency, before distribution of the controlled substance order. A compliant suspicious order monitoring (“SOM”) system includes well-defined due diligence, “know your customer” efforts and order monitoring. We utilize all available transaction information to identify suspicious orders of any controlled substance product and will report such suspicious orders to the DEA if we conclude that chargeback data or other information indicate that a downstream registrant poses a risk of diversion.

Individual states also regulate controlled substances, and we, as well as our third-party API suppliers and manufacturers, are subject to such regulation by several states with respect to the manufacture and distribution of these products.

We and, to our knowledge, our third-party API suppliers, dosage form manufacturers, distributors and researchers, have all necessary registrations, and we believe all registrants operate in conformity with applicable registration requirements, under controlled substance laws.

Interplay Between Regulation and Intellectual Property

An NDA is required to identify all patents that claim the drug substance, drug product or method of using the drug that is the subject of the application, and for which a patent suit could reasonably be brought against a potential infringer. Upon NDA approval, these patents are listed with other information about the product in the FDA publication, Approved Drug Products With Therapeutic Equivalence Evaluations (the “Orange Book”). An ANDA or NDA under FFDCA Section 505(b)(2) referencing an approved drug must make one of several possible certifications regarding each patent listed with the reference drug. An applicant that challenges the validity or enforceability of a patent or asserts that the proposed product does not infringe the patent (a “Paragraph IV certification”) must notify the reference product sponsor within 20 days of filing by the FDA; if the reference product sponsor timely sues on the patent(s) (within 45 days of the notice having been received), the FDA may not approve the application until the earliest of: (i) 30 months after the sponsor’s receipt of the notice; (ii) entry of an unappealed trial court judgment or an appellate court judgment holding the patent invalid, unenforceable or not infringed; (iii) such time as a court may order; or (iv) expiration of the patent. If the applicant does not challenge the patent, the FDA may not approve the ANDA or 505(b)(2) NDA until expiration of the patents.

A key incentive for an ANDA sponsor to move quickly to submit an ANDA challenging RLD patents (and thus to bring generic products to market sooner) is that the first submitted, substantially complete ANDA challenging a patent receives with approval a 180-day period of marketing exclusivity during which other ANDAs that filed a Paragraph IV certification may not receive final approval. There are circumstances under which such exclusivity is forfeited. This means the company may not be able to take advantage of an award of generic exclusivity; however, no other ANDA filer can “inherit” the forfeited exclusivity.

In addition, the holder of the NDA for a listed drug may be entitled to certain non-patent exclusivity during which, depending on the type of exclusivity, the FDA either cannot accept or approve an application for a competing ANDA generic product or a 505(b)(2) NDA product that references that NDA. Depending on the type of exclusivity, the protection may apply to all of the reference drug’s approved conditions of use, or may be limited to a certain condition of use, patient population, or other protected label information.

Additionally, the sponsor of an NDA may be entitled to restoration of some of the patent term that was “lost” during product development and FDA review of a first marketing approval application for the subject product. The patent term restoration period is generally one-half the time between the effective date of the IND or the date of patent grant (whichever is later) and the date of submission of the application, plus the time between the date of submission of the application and the date of FDA approval. The maximum period of restoration is five years, and the patent cannot be extended to more than 14 years from the date of FDA approval of the product. Only one patent claiming an approved product or a method of using or manufacturing it is eligible for restoration and the patent holder must apply to the U.S. Patent and Trademark Office (“USPTO”) for restoration within 60 days of FDA approval. The USPTO, in consultation with the FDA, reviews and approves the application for patent term restoration.

Quality Assurance and Current Good Manufacturing Practice Requirements

The FDA enforces regulations to ensure that the methods used in, and the facilities and controls used for, the manufacture, processing, packaging, and holding of drug and biological products conform to current good manufacturing practice (“cGMP”). The cGMP regulations are comprehensive and cover all aspects of manufacturing operations, from receipt of raw materials to finished product distribution, and are designed to ensure that the finished products meet all the required identity, strength, quality, and purity characteristics. Compliance with cGMP includes adhering to requirements relating to organization and training of personnel, buildings and facilities, equipment, control of components and pharmaceutical product containers and closures, production and process controls, quality control and quality assurance, packaging and labeling controls, holding and distribution, laboratory controls, and records and reports. The FDA conducts both preapproval and postmarketing periodic inspections to assess the cGMP status of facilities involved in the manufacture of pharmaceutical products. Failure to comply with applicable cGMP requirements or the conditions of the product’s approval may lead the FDA to take enforcement actions, such as issuing a warning letter, or to seek sanctions, including fines, civil penalties, injunctions, suspension of manufacturing operations, imposition of operating restrictions, withdrawal of approval, seizure or recall of products, and criminal prosecution. In September 2025, the FDA issued a Form FDA-483 with nine observations generally relating to cleaning, maintenance, and quality management at the conclusion of an inspection of Par Health’s manufacturing facility in Raleigh, North Carolina that manufactures API. Additionally, in late October 2025, the FDA issued (i) a Form FDA-483 with four observations relating to equipment design and quality management at the conclusion of an inspection of Par Health’s manufacturing facility in Rochester, Michigan that manufactures certain sterile injectables and (ii) a Form FDA-483 with two observations relating to protocols for certain manufacturing processes at the conclusion of an inspection of Par Health’s manufacturing facility in St. Louis, Missouri that manufactures API. Par Health is currently assessing the observations and their impacts, and is committed to resolving the FDA’s concerns. Par Health currently believes that it will be able to address the observations, the impacts of which are not expected to be material to its results of operations. However, there can be no assurance that the FDA will be satisfied with its responses, nor any assurance as to the timeframe that may be required for Par Health to adequately resolve the FDA’s concerns. For additional information on risks related to this matter, see the section of this Information Statement entitled “Risk Factors—The manufacture of Par Health’s products is highly exacting and complex, and its business could suffer if Par Health, its suppliers, manufacturers, distributors, or collaboration partners encounter manufacturing, supply, or other problems.” and for additional information on our corrective actions at the Raleigh facility, see “Management’s Discussion and Analysis of Mallinckrodt’s Specialty Generics Business’ Financial Condition and Results of Operations—Significant Events—Regulatory Developments.”

Although we periodically monitor FDA compliance of the third parties on which we rely for manufacturing of certain products, we cannot be certain that our present or future third-party manufacturers will consistently comply with cGMP or other applicable FDA regulatory requirements. Other foreign regulatory authorities have their own cGMP rules. Ensuring compliance requires a continuous commitment of time, money, and effort in all operational areas.

Pharmaceutical Pricing and Reimbursement

Statutory and regulatory requirements for Medicaid, Medicare, Tricare, and other government healthcare programs govern provider reimbursement levels, as well as require that each pharmaceutical manufacturer that participates in the Medicaid Drug Rebate Program pay rebates to individual states based on their Medicaid program-reimbursed products utilization. The federal and state governments may continue to enact measures in the future aimed at containing or reducing payment levels for, or increasing rebates on, prescription pharmaceuticals paid for in whole or in part with government funds. We cannot predict the nature of such measures, which could have material adverse consequences for the pharmaceutical industry as a whole and, consequently, for us.

The Centers for Medicare & Medicaid Services (“CMS”), the agency that administers the Medicare and Medicaid programs, may implement or revise reimbursement or coverage restrictions under those programs, and a state may do likewise under the Medicaid program. Any reduction in reimbursement or restriction of coverage under Medicare, Medicaid, or other government programs may result in a similar reduction in payments or restriction of coverage by private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products.

From time to time, legislative changes are made to government healthcare programs that impact our business. For example, the Medicare Prescription Drug Improvement and Modernization Act of 2003 created a prescription drug coverage program for people with Medicare through a system of government-regulated private market drug benefit plans. This law provides a prescription drug benefit to seniors and individuals with disabilities in the Medicare program (“Medicare Part D”). Congress continues to examine various Medicare policy proposals that may result in pressure on the prices of prescription drugs in the Medicare program.

In addition, the Patient Protection and Affordable Care Act of 2010, as amended, provided for major changes to the U.S. healthcare system, which impacted the delivery and payment for healthcare services in the United States. Our business has been impacted by, among other things, changes to the rebates under the Medicaid Fee-For-Service Program and new rebates on Medicaid Managed Care utilization and the imposition of an annual fee on branded prescription pharmaceutical manufacturers.

The Inflation Reduction Act of 2022, among other things, requires the Secretary of HHS to negotiate, with respect to Medicare units and subject to a specified cap, the price of a set number of certain high-Medicare-spend drugs and biologicals per year starting in 2026, penalizes manufacturers of certain Medicare Parts B and D drugs for price increases above inflation, and makes several changes to the Medicare Part D benefit, including a limit on annual out-of-pocket costs and a change in manufacturer liability under the program, that could negatively affect our business and financial condition.

We anticipate that the U.S. Congress, state legislatures, and federal and state regulators may adopt or accelerate adoption of new healthcare policies and reforms intended to regulate drug pricing or the way in which such prices are made available on the market. This includes efforts by individual states in the United States to pass legislation and implement regulations designed to control pharmaceutical and biological product pricing, such as by passing laws that regulate how manufacturers make the 340B Drug Pricing Program (“340B program”) ceiling price (“340 ceiling price”) available on the market, and/or by establishing Prescription Drug Affordability Boards (or similar entities) that may review high-cost drugs, set upper payment limits, and implement marketing cost disclosure and transparency measures.

Certain of our affiliates that are manufacturers participate in the Medicaid Drug Rebate Program and other governmental programs. Each manufacturer that participates in the Medicaid Drug Rebate Program is required to pay a rebate to each state Medicaid program for its covered outpatient drugs that are dispensed to Medicaid beneficiaries and paid for by a state Medicaid program, as a condition of having federal funds available for that manufacturer’s drugs under Medicaid and Medicare Part B. Those rebates are based on pricing data the manufacturer reports on a monthly and quarterly basis to CMS, the federal agency that administers the Medicare and Medicaid programs. These data include the average manufacturer price and, in the case of innovator products, the best price for each drug, which best price, in general, represents the lowest price available from the manufacturer to any wholesaler, retailer, provider, health maintenance organization, nonprofit entity, or governmental entity in the United States in any pricing structure, calculated to include all sales and associated rebates, discounts, and other price concessions.

CMS periodically issues updates to its regulations under the Medicaid Drug Rebate Program that could impact our price reporting obligations in various ways. For example, in September 2024, CMS further modified the regulations governing the Medicaid Drug Rebate Program, which could increase manufacturer costs and the complexity of compliance, impact rebate liabilities, and be time-consuming to implement.

Congress also could enact additional changes that affect overall rebate liability and the information manufacturers report to the government as part of price reporting calculations, which could impact the market conditions for our products. We further expect continued scrutiny on government price reporting and pricing more generally from Congress, federal or state agencies, and other bodies, and are seeing an increase in state interest in price reporting, transparency, and other policies to address drug pricing concerns. For additional information about the risk associated with these programs, please see the section of this Information Statement entitled “Risk Factors—Par Health’s reporting and payment obligations under the Medicare and Medicaid rebate programs, and other governmental purchasing and rebate programs, are complex. Any determination of failure to comply with these obligations or those relating to healthcare fraud and abuse laws could have a material adverse effect on its business.”

Federal law requires that each manufacturer that participates in the Medicaid Drug Rebate Program also participates in the 340B program in order for federal funds to be available for the manufacturer’s drugs under Medicaid and Medicare Part B. The 340B program, which is administered by the Health Resources and Services Administration (“HRSA”), requires participating manufacturers to agree to charge statutorily defined covered entities no more than the 340B “ceiling price” for the manufacturer’s covered outpatient drugs. These 340B program-covered entities include a variety of community health clinics and other entities that receive health services grants from the Public Health Service, as well as hospitals that serve a disproportionate share of low-income patients, certain free-standing cancer hospitals, critical access hospitals, rural referral centers and sole community hospitals. The 340B ceiling price is calculated using a statutory formula, which is based on the average manufacturer price and rebate amount for the covered outpatient drug as calculated under the Medicaid Drug Rebate Program, and, in general, products subject to Medicaid price reporting and rebate liability are also subject to the 340B ceiling price calculation and discount requirement. Where a drug is subject to an additional rebate, as noted previously, or a low best price, the 340B ceiling price may calculate as low as, but not lower than, $0.01 per unit. Changes to the Medicaid Drug Rebate amount also could affect a manufacturer’s 340B ceiling price calculations and negatively impact results of operations.

HRSA issued a final regulation regarding the calculation of the 340B ceiling price and the imposition of civil monetary penalties on manufacturers that are found to have knowingly and intentionally overcharged covered entities, which became effective on January 1, 2019. It is unclear how the government will apply its enforcement authority under the regulation. Manufacturers also are required to report 340B ceiling prices to HRSA on a quarterly basis, and HRSA then publishes them to covered entities. Moreover, under a final regulation effective January 13, 2021, HRSA newly established an administrative dispute resolution (“ADR”) process for claims by covered entities that a manufacturer has engaged in overcharging, and by manufacturers that a covered entity violated the prohibitions against diversion or duplicate discounts. Such claims are to be resolved through an ADR panel of government officials rendering a decision that could be appealed in federal court. HRSA issued a final rule that, effective June 2024, modified aspects of the ADR process, which could impact the procedures that are used to determine whether a manufacturer owes additional 340B program discounts. An ADR proceeding could subject a manufacturer to onerous procedural requirements and result in additional liability.

Manufacturers are required to report the average sales price for certain Medicare Part B-covered products under the Medicare program. Manufacturers calculate the average sales price based on a statutorily defined formula, as well as regulations and interpretations of the statute by CMS. Medicare Part D generally provides coverage to enrolled Medicare patients for self-administered drugs (i.e., drugs that are not administered by a physician). Medicare Part D is administered by private prescription drug plans approved by the U.S. government and, subject to detailed program rules and government oversight, each drug plan establishes its own Medicare Part D formulary for prescription drug coverage and pricing, which the drug plan may modify from time to time. The prescription drug plans negotiate pricing with manufacturers and pharmacies, and may condition formulary placement on the availability of manufacturer discounts.

In order to be eligible to have our products paid for with federal funds under the Medicaid and Medicare Part B programs and purchased by the Department of Veterans Affairs (“VA”), the Department of Defense (“DoD”), Public Health Service, and Coast Guard (collectively, the “Big Four”) and certain federal grantees, we are required to participate in the VA Federal Supply Schedule pricing program, established under Section 603 of the Veterans Health Care Act of 1992. Under this program, we are obligated to make our “covered” drugs (i.e., innovator drugs and biologics) available for procurement on a Federal Supply Schedule (“FSS”) contract and charge a price to the Big Four agencies that is no higher than the Federal Ceiling Price (“FCP”), which is a price calculated pursuant to a statutory formula. The FSS program also allows us (but does not require us) to list certain non-covered drugs on an FSS contract at negotiated pricing, not capped at the FCP. The FCP is derived from a calculated price point called the “non-federal average manufacturer price” (“non-FAMP”), which we are required to calculate and report to the VA on a quarterly and annual basis. Pursuant to applicable law, knowing provision of false information in connection with a non-FAMP filing can subject a manufacturer to significant civil monetary penalties for each item of false information. The FSS contract also contains extensive disclosure and certification requirements. In addition, Section 703 of the National Defense Authorization Act for FY 2008 requires us to pay quarterly rebates to DoD on utilization of covered drugs that are dispensed through DoD’s Tricare network pharmacies to Tricare beneficiaries. The rebates are calculated as the difference between the annual non-FAMP and FCP for the calendar year that the product was dispensed. If we overcharge the government in connection with the FSS contract or Tricare Retail Pharmacy Rebate Program, whether due to a misstated FCP or otherwise, we will be required to refund the difference to the government. Failure to make necessary disclosures and/or to identify contract overcharges can result in allegations against us under the False Claims Act (“FCA”) and other laws and regulations. Unexpected refunds to the government, and any response to government investigation or enforcement action, would be expensive and time-consuming, and could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

Healthcare Fraud and Abuse Laws

We are subject to various federal, state, and local laws and regulations targeting fraud and abuse in the healthcare industry, violations of which can lead to civil and criminal penalties, including fines, imprisonment, and exclusion from participation in federal healthcare programs. These laws are potentially applicable to us as both a manufacturer and a supplier of products reimbursed by federal healthcare programs, and they also apply to hospitals, physicians, and other potential purchasers of our products. If we fail to comply with those laws, we could face substantial penalties and our business, results of operations, financial condition, and prospects could be adversely affected. These laws include the following:

Violations of these and/or other laws and regulations can lead to administrative, civil, and criminal penalties, fines (including mandatory penalties on a per claim or statement basis for violations of the FCA), damages, imprisonment, and exclusion from participation in federal healthcare programs. These laws apply to hospitals, physicians, and other potential purchasers of our products and are applicable to us as both a manufacturer and a supplier of products reimbursed by federal healthcare programs. In addition, some states in the United States have enacted compliance and reporting requirements aimed at drug manufacturers. Many states also have statutes or regulations similar to the federal anti-kickback law and the FCA and which apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor. Other states restrict whether and when pharmaceutical companies may provide meals to health care professionals or engage in other marketing-related activities, and certain states and cities require identification or licensing of sales representatives.

We are also subject to the Foreign Corrupt Practices Act of 1977 (“FCPA”) and similar worldwide anti-bribery laws in non-U.S. jurisdictions, such as the United Kingdom (“U.K.”) Bribery Act of 2010, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Because of the predominance of government-sponsored healthcare systems around the world, most of our customer relationships outside of the United States are with governmental entities and are therefore subject to such anti-bribery laws. Our policies mandate compliance with these anti-bribery laws; however, we operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our training and compliance programs, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents.

Sunshine Act and Transparency Laws

The U.S. Physician Payment Sunshine Act requires tracking of payments and transfers of value to physicians and teaching hospitals and ownership interests held by physicians and their families and reporting to the federal government and public disclosure of these data. Since 2022, manufacturers must also report transfers of value made to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, and certified nurse midwives. Certain states also require pharmaceutical companies to report expenses relating to the marketing and promotion of pharmaceutical products and to report transfers of value made to healthcare providers in the applicable state.

Data Protection and Privacy

Par Health is subject to Section 5 of the Federal Trade Commission Act (“FTC Act”), HIPAA, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), and other state comprehensive privacy laws.

The Federal Trade Commission (“FTC”) sets expectations for failing to take appropriate steps to keep consumers’ personal information secure, or failing to provide a level of security commensurate to promises made to individuals about the security of their personal information (such as in a privacy notice) may constitute unfair or deceptive acts or practices in violation of Section 5(a) of the FTC Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Individually identifiable health information is considered sensitive data that merits stronger safeguards. With respect to privacy, the FTC also sets expectations that companies honor the privacy promises made to individuals about how the company handles consumers’ personal information; any failure to honor promises, such as the statements made in a privacy policy or on a website, may also constitute unfair or deceptive acts or practices in violation of the FTC Act. While we do not intend to engage in unfair or deceptive acts or practices, the FTC has the power to enforce promises as it interprets them, and events that we cannot fully control, such as data breaches, may result in FTC enforcement. Enforcement by the FTC under the FTC Act can result in civil penalties or enforcement actions.

HIPAA imposes privacy and security obligations on covered entity health care providers, health plans, and health care clearinghouses, as well as their “business associates”—certain persons or covered entities that create, receive, maintain, or transmit protected health information in connection with providing a specified service or performing a function on behalf of a covered entity. We could potentially be subject to criminal penalties if we, our affiliates, or our agents knowingly receive individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their respective implementing regulations, imposes requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information relating to the privacy, security, transmission, and breach reporting of individually identifiable health information. Although pharmaceutical companies generally are not considered to be a covered entities or businesses associate under HIPAA, we could be subject to penalties if we use or disclose individually identifiable health information in a manner not authorized or permitted by HIPAA. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions.

In California, the CCPA establishes certain requirements for data use and sharing transparency and grants certain rights for California consumers. The CPRA amendments to the CCPA went into effect on January 1, 2023 and introduced significant changes, such as establishing and funding a dedicated California privacy regulator, the California Privacy Protection Agency. Failure to comply with the CCPA may result in, among other things, significant civil penalties and injunctive relief, or statutory or actual damages. In addition, California residents have the right to bring a private right of action in connection with certain types of incidents. These claims may result in significant liability and damages. Other states, including for example, Virginia, Colorado, Utah, Indiana, Iowa, Tennessee, Montana, Texas, Delaware, New Jersey, Oregon, Nebraska, New Hampshire, and Connecticut, have enacted similar privacy laws that impose new obligations or limitations in areas affecting our business and we continue to assess the impact of this state legislation, on our business as additional information and guidance becomes available. These laws and regulations are evolving and subject to interpretation, and may impose limitations on our activities or otherwise adversely affect our business.

Other Regulation

The FDA also regulates pharmacies and outsourcing facilities that prepare “compounded” drugs pursuant to Section 503A and 503B of the FFDCA. For instance, under Section 503A of the FFDCA, pharmacies may compound drugs for an identified individual based on the receipt of a valid prescription order, or notation approved by the prescribing practitioner, that a compounded product is necessary for the identified patient. Similarly, under Section 503B of the FFDCA, outsourcing facilities may compound drugs and sell them to healthcare providers, but not wholesalers or distributors. Although Section 503A pharmacies and Section 503B outsourcing facilities are subject to many regulatory requirements, compounded drugs are not subject to premarket review by the FDA and, therefore, may not have the same level of safety and efficacy as products subject to premarket review and approval by the FDA. Because they are not subject to premarket review, compounded drugs are frequently lower-cost than the FDA-approved products that we make. Although FDA requires 503B compounders to stop compounding products that are substantially identical to FDA-approved products, the FDA has been reluctant to enforce against 503B compounders and thus compounded products may compete unlawfully with our FDA-approved products. For additional information about competitive risks associated with compounded products, see the section of this Information Statement entitled “Risk Factors—Par Health faces significant competition and may not be able to compete effectively.”

Imported API and other components needed to manufacture our products could be rejected by U.S. Customs and Border Protection. In respect to domestic establishments, the FDA could initiate product seizures or request, or in some instances require, product recalls and seek to enjoin or otherwise limit a product’s manufacture and distribution. In certain circumstances, violations could support civil penalties and criminal prosecutions. In addition, if the FDA concludes that a company is not in compliance with cGMP requirements, sanctions may be imposed that include preventing that company from receiving the necessary licenses to export its products and classifying that company as an unacceptable supplier, thereby disqualifying that company from selling products to federal agencies.

Evolving Legal and Regulatory Landscape

Laws and regulations impacting the pharmaceutical industry are constantly evolving. For example, in December 2019, the Further Consolidated Appropriations Act, 2020 became law. Section 610 of Division N Title I, titled “Actions for Delays of Generic Drugs and Biological Products,” provides generic (ANDA and 505(b)(2)) and biosimilar developers with a private right of action to obtain sufficient quantities of reference product from the brand manufacturer, or a generic or biosimilar manufacturer, necessary for approval of the developers’ generic or biosimilar product. If a generic or biosimilar developer is successful in its suit, the defendant manufacturer would be required to provide sufficient quantities of product on commercially reasonable, market-based terms and may be required to pay the developer’s reasonable attorney’s fees and costs as well as financial compensation under certain circumstances. The purpose of Section 610 is to promote competition by facilitating the timely entry of lower-cost generic and biosimilar products.

Moreover, the U.S. Supreme Court issued several decisions in 2024 that affect how courts analyze federal regulations, including the deference courts pay to federal agency decisions. The full impact of these decisions is not yet known, but they could lead to meaningful changes to the federal regulatory landscape, both generally and specifically with regard to the pharmaceutical industry. In addition, the presidential administration may implement significant changes in the federal regulation of our business and the pharmaceutical industry.

There has been increasing scrutiny of foreign-sourced drugs and foreign drug supply chains, resulting in legislative and executive actions, including imposition of tariffs and issuance of executive orders intended to incentivize moving drug manufacturing operations to the United States. There is significant uncertainty with respect to the current legal, regulatory, and policy environment, and we are unable to predict the impact of any future legislative, regulatory, third-party pay, or policy actions on Par Health. There may be changes that we, and any third-parties we might engage, are unable to adapt to, and we could face difficulties in maintaining (let alone increasing) profitability, or otherwise experience a material adverse impact on our business, financial condition and results of operations.

Compliance Programs

Compliance with these laws and regulations may require significant additional cost expenditures or changes in products or our business that increase competition or reduce revenue. Noncompliance could result in the imposition of fines, penalties, or orders to stop noncompliant activities, or withdrawal of noncompliant products from a market.

In order to systematically and comprehensively mitigate the risks of non-compliance with legal and regulatory requirements described herein, we have developed what we believe to be robust compliance programs based on the April 2003 OIG Compliance Program Guidance for Pharmaceutical Manufacturers, 2023 OIG General Compliance Program Guidance, the U.S. DOJ Guidance on the Evaluation of Corporate Compliance Programs, the U.S. Federal Sentencing Guidelines, the Pharmaceutical Research and Manufacturers of America Code on Interactions with Healthcare Professionals, the Code of Ethics of the Advanced Medical Technology Association, the U.K. Anti-Bribery guidance, FCPA guidance and other relevant guidance from government and national or regional industry codes of behavior. As further described below, we also operate under the Mallinckrodt OI (as defined herein). We conduct ongoing compliance training programs for all employees and maintain a 24-hour integrity and compliance reporting hotline with a strict policy of non-retaliation. Our compliance programs are implemented and facilitated by our Chief Administrative Officer, who reports to the Chief Executive Officer (“CEO”).

We have also implemented a controlled substances compliance program, including SOM and anti-diversion efforts and we regularly assist federal, state and local law enforcement and prosecutors in the United States by providing information and testimony on our products and placebos for use by the DEA and other law enforcement agencies in investigations and at trial.

Legacy Compliance Obligations

Following completion of the Spin-off, Par Health will be required to comply with certain legacy compliance obligations under the Mallinckrodt OI (as defined below) related to the manner in which it operates its opioid business. Other legacy obligations of Mallinckrodt, however, will remain with Mallinckrodt and will not apply to Par Health following completion of the Spin-off, namely the Mallinckrodt CIA and Endo VOI (each as defined below). These legacy compliance obligations are related to, or were reaffirmed by, the 2020 Bankruptcy Proceedings (as defined herein), the 2023 Bankruptcy Proceedings (as defined herein), or the Endo Bankruptcy Proceedings (as defined herein), as applicable.

Mallinckrodt OI

In connection with the 2020 Bankruptcy Proceedings, Mallinckrodt implemented steps to comply with an operating injunction (the “Mallinckrodt OI”) enjoining certain legacy entities from engaging in certain conduct related to the manner in which they operate their opioid business. Mallinckrodt reaffirmed these obligations in connection with the 2023 Bankruptcy Proceedings. The Mallinckrodt OI will apply to Par Health’s opioid business following completion of the Spin-off. Specifically, the Mallinckrodt OI prohibits, among other things, certain promotional activities related to opioids, opioid products, and pain treatment, financial and in-kind support for third-parties involved with opioids, opioid products, or pain treatment, and certain lobbying activities and communications related to opioids, opioid products, and pain treatment. The Mallinckrodt OI also contains requirements for controlled substances SOM and reporting. The Mallinckrodt OI further requires Mallinckrodt to make available certain clinical data through a third-party data archive and publicly disclose certain produced documents related to the opioid litigation.

The Mallinckrodt OI required Mallinckrodt to retain an independent monitor to evaluate and audit compliance with the Mallinckrodt OI for a term of five years from the 2020 Petition Date (as defined herein). The monitorship concluded with the issuance of the thirteenth (and final) report issued on October 10, 2025. The monitor’s reports have described his work and memorialized his recommendations regarding potential enhancements to Mallinckrodt’s processes. The Company has implemented a majority of these recommendations and continues to make progress on the others. For example, Mallinckrodt has retained a consulting firm with expertise in data analytics to consult regarding Mallinckrodt’s SOM program; enhanced Mallinckrodt’s internal system for customer inquiries and concerns to encourage further collaboration across business units; and implemented a plan to audit state and federal lobbying activity to review their compliance with the Mallinckrodt OI.

For additional information regarding the 2020 Bankruptcy Proceedings and 2023 Bankruptcy Proceedings, see the section of this Information Statement entitled “Risk Factors—Governmental investigations, inquiries, and regulatory actions and lawsuits brought against Par Health by government agencies and private parties, in addition to future legislative actions, with respect to Par Health’s manufacture or sale of opioids could adversely affect its reputation, business, financial condition, results of operations and cash flows.”

Inapplicable Legacy Compliance Matters

On March 2, 2022, the U.S. Bankruptcy Court for the District of Delaware (the “Delaware Bankruptcy Court”) entered into an order confirming a plan of reorganization (the “2020 Plan”) related to the 2020 Bankruptcy Proceedings. In concert with the 2020 Plan, Mallinckrodt entered into a five-year corporate integrity agreement (the “Mallinckrodt CIA”) with the OIG within the HHS in March 2022. The Mallinckrodt CIA will not apply to Par Health following completion of the Spin-off.

In connection with the proceedings initiated under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) by Endo International plc in 2022 (the “Endo Bankruptcy Proceedings”), certain Endo entities (the “Endo Debtors”) have been subject to a voluntary operating injunction (the “Endo VOI”), which prevents the Endo Debtors and the relevant subsidiaries of Endo from engaging in certain conduct related to the manner in which they operate their opioid business. The Endo VOI will not apply to Par Health following completion of the Spin-off.

Regulatory Matters – Outside the United States

Outside the United States, we must comply with laws, guidelines and standards promulgated by other regulatory authorities that regulate the development, testing, manufacturing, distribution, marketing, and selling of medicinal products, including, but not limited to, Health Canada, the Medicines and Healthcare Products Regulatory Agency (“MHRA”) in the U.K., the European Medicines Agency (“EMA”), the European Commission and the Competent Authorities of European Union (“EU”) member states of the EU (such as the Irish Medicines Board), the Therapeutic Goods Administration in Australia, the Ministry of Health and Welfare in Japan, the European Pharmacopoeia of the Council of Europe and the International Conference on Harmonization. Although international harmonization efforts continue, many laws, guidelines, and standards differ by region or country. Certain governments have placed restrictions on physician prescription levels and patient reimbursements, emphasized greater use of generic products, and enacted across-the-board price cuts as methods of cost control. Whether or not FDA approval has been obtained for a product, approval of the product by comparable regulatory authorities of other governments must be obtained before marketing the product in those jurisdictions. The approval process may be more or less rigorous than the United States process and the time required for approval may be longer or shorter than in the United States.

Canada

In Canada, the Regulations Amending the Patented Medicines Regulations (Additional Factors and Information Reporting Requirements) (the “Amendments”) came into force on July 1, 2022. The Amendments made a number of changes to the regulation of Canadian drug prices by the Patented Medicine Prices Review Board (“PMPRB”). The PMPRB is an administrative board with a mandate to protect Canadians from excessive pricing of patented medicines. Pharmaceutical manufacturers that are patentees are required to report applicable patents and file sales information so the PMPRB can monitor for excessive pricing as long as the product is considered to be a patented medicine. If it is determined the average price for a patented medicine is too high based on pricing tests developed by the PMPRB, then a payment must be made to the PMPRB to offset the excessive revenues that were generated and/or the price of the medicine must be reduced. The PMPRB’s authority to regulate the price of a drug product is linked to patent protection, specifically when there is a patent to an invention that is intended or capable of being used for medicine or for the preparation or production of medicine.

European Union

EU Marketing Authorization Procedures of Medicinal Products.

Marketing authorizations for medicinal products are obtained pursuant to a centralized, decentralized, or mutual recognition procedure. Irrespective of the procedure, an authorization may only be granted to an applicant established in the EU.

The centralized procedure, which provides for a single marketing authorization valid for all EU member states as well as three of the four European Free Trade Association countries (Iceland, Liechtenstein, and Norway), is mandatory for the approval of certain medicinal products, including orphan medicinal products and biotechnology-derived medicinal products and is optional for others, such as novel drug products that are in the interest of patient health. Under the centralized procedure, a single marketing authorization application is submitted for review to the Committee for Medicinal Products for Human Use established at the EMA, which makes a recommendation on the application to the European Commission, which determines whether or not to approve the application. The decentralized procedure allows companies to file identical applications to several EU member states simultaneously for product candidates that have not yet been authorized in any EU member state. The maximum timeframe for completion of the procedure is in principle 210 days.

A mutual recognition procedure allows companies that have a product already authorized in one EU member state to apply for that authorization to be recognized by the Competent Authorities in other EU member states.

Biosimilars can only be authorized once the period of data exclusivity on our candidate, as “reference” biological medicinal product, has expired. In general, this means that the biological reference medicine must have been authorized for at least eight years before another company can apply for approval of a similar biological product and a further two years until the biosimilar can be marketed.

In April 2023, the European Commission proposed the “pharmaceutical package,” which aims to revise and replace existing pharmaceutical legislation to enhance the availability, accessibility, and affordability of medicinal products across the EU. This package includes a proposal for a new directive and a new regulation that would replace the current pharmaceutical legislation in the EU. Once an agreement is reached between the Council of Europe and the EU Parliament, the legislation will be formally adopted and published. Its adoption is expected to occur in 2026, with implementation following thereafter.

EU Promotion of Medicinal Products.

In the EU, promotional materials and advertising in relation to medicinal products must comply with the product’s Summary of Product Characteristics (“SmPC”) as approved by the Competent Authorities in connection with a marketing authorization approval. The SmPC is the document that provides information to physicians concerning the safe and effective use of the product. Promotional activity that does not comply with the SmPC is considered off-label and is prohibited in the EU. While physicians are free to prescribe approved products for unapproved uses, it is unlawful for drug manufacturers to market or promote a product for an unapproved use.

EU Pricing and Reimbursement.

Country-specific regulation of the EU member states remains essential regarding pricing and reimbursement. European governments also regulate medicinal product prices through the control of national healthcare systems that fund a large part of such costs to patients. Many regulate the pricing of a new medicinal product at launch through direct price controls or reference pricing and, recently, some have also imposed additional cost containment measures on drug products. Such differences in national pricing regimes may create price differentials between EU member states. Many European governments also advocate generic substitution by requiring or permitting prescribers or pharmacists to substitute a different company’s generic version of a branded medicinal product that was prescribed, and patients are unlikely to take a drug product that is not reimbursed by their government. Moreover, many EU member states periodically review the reimbursement of medicinal products, which could have an adverse impact on their reimbursement status. In addition, we expect that legislators, policymakers, and healthcare insurance funds in the EU member states will continue to propose and implement cost-containing measures, such as lower maximum prices, lower or no reimbursement coverage, and incentives to use cheaper, usually generic, products as an alternative to branded products, and/or branded products available through parallel import to keep healthcare costs down. Additionally, in order to obtain reimbursement for our products in some European countries, including some EU member states, we may be required to compile additional data comparing the cost-effectiveness of our products to other available therapies.

Health Technology Assessment (“HTA”) of medicinal products is becoming an increasingly common part of the pricing and reimbursement procedures in some EU member states, including those representing the larger markets. The HTA process, which is currently governed by national laws in each EU member state, assesses the therapeutic, economic, and societal impact of a given medicinal product in the national healthcare system of the individual country. The outcome of an HTA will often influence the pricing and reimbursement status granted to these medicinal products by the Competent Authorities of individual EU member states. The extent to which pricing and reimbursement decisions are influenced by the HTA of a specific medicinal product varies between EU member states. The EU HTA Regulation 2021/2282 aims to harmonize the clinical benefit assessment of HTA across the EU and applies as of January 12, 2025. It provides for common HTA tools, methodologies, and procedures and complements Directive 2011/24/EU on the application of patients’ rights in cross-border healthcare, under which a voluntary network of national authorities or bodies responsible for HTA in the individual EU member states was established.

EU Data Protection.

We are also subject to laws and regulations governing the privacy and security of health-related and other personal data we collect and maintain (e.g., European Union’s General Data Protection Regulation (“GDPR”) and the U.K. GDPR). In Europe, the GDPR governs the collection, use, disclosure, or other processing of personal data of individuals within the European Economic Area and the transfer of personal data out of the European Economic Area and/or the U.K. to other countries, including the United States. Among other things, the GDPR imposes requirements regarding the security of personal data and notification of data breaches to the competent national data processing authorities and requires having lawful bases for processing personal data. The GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our annual global turnover for the most serious breaches) and confers the right for data subjects to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR.

United Kingdom

The regulatory regime for the U.K. is different, which may cause additional administrative burdens. The U.K., comprising Great Britain and Northern Ireland, left the EU on January 31, 2020, following which existing EU medicinal product legislation continued to apply in the U.K. during the transition period until December 31, 2020, under the terms of the EU-U.K. Withdrawal Agreement. During this period, the U.K. and the EU negotiated a Trade and Cooperation Agreement (“TCA”) for their future relationship that became effective on January 1, 2021.

Great Britain (England, Scotland and Wales) is now treated as a “third country,” a country that is not a member of the EU, whereas, as a result of the Northern Ireland Protocol, Northern Ireland continues to follow the EU regulatory regime. The MHRA is responsible for both Great Britain and Northern Ireland. Following the effectiveness of the Human Medicines (Amendment etc.) (EU Exit) Regulations 2019 on January 31, 2020, the U.K. regulatory regime for clinical trials, marketing authorizations, importing, exporting and pharmacovigilance largely mirrors that of the EU. As part of the TCA, the EU and the U.K. will recognize good manufacturing practice (“GMP”) inspections carried out by the other party and accept official GMP documents issued by the other party. The TCA also encourages, although it does not oblige, the parties to consult one another on proposals to introduce significant changes to technical regulations or inspection procedures. Among the areas of absence of mutual recognition are batch testing and batch release. The U.K. has unilaterally agreed to accept EU batch testing and batch release. However, the EU continues to apply EU laws that require batch testing and batch release to take place in the EU territory. This means that medicinal products that are tested and released in the U.K. must be retested and re-released when entering the EU market for commercial use. As it relates to marketing authorizations, Great Britain has introduced a separate regulatory submission process, approval process and a separate national marketing authorization. Northern Ireland, however, continues to be covered by the marketing authorizations granted by the European Commission.

Emerging Markets

Many emerging markets continue to evolve their regulatory review and oversight processes. At present, such countries typically require prior regulatory approval or marketing authorization from large, developed markets (such as the United States) before they will initiate or complete their review. Some countries also require the applicant to conduct local clinical trials as a condition of marketing authorization. Many emerging markets continue to implement measures to control drug product prices, such as implementing direct price controls or advocating the prescribing and use of generic drugs.

Environmental Matters

Our operations, like those of other pharmaceutical companies, involve the use of substances regulated under environmental laws, primarily in manufacturing processes and, as such, we are subject to numerous federal, state, local, and non-U.S. environmental protection and health and safety laws and regulations. We cannot provide assurance that we have been or will be in full compliance with environmental, health and safety laws and regulations at all times. Certain environmental laws assess strict (i.e., can be imposed regardless of fault) joint and several liability on current or previous owners of real property and current or previous owners or operators of facilities for the costs of investigation, removal, or remediation of hazardous substances or materials at such properties or at properties at which parties have disposed of hazardous substances. We have, from time to time, received notification from the EPA and from state environmental agencies in the United States that conditions at a number of sites where the disposal of hazardous substances has taken place require investigation, cleanup and other possible remedial actions. These agencies may require that we reimburse the government for costs incurred at these sites or otherwise pay for the cost of investigation and cleanup of these sites, including compensation for damage to natural resources. Primarily due to past operations, operations of predecessor companies, or past disposal practices, we have projects underway at a number of current and former manufacturing facilities, as well as former disposal sites, to investigate and remediate environmental contamination resulting from past operations.

We continue to be dedicated to environmental sustainability programs to minimize the use of natural resources and reduce the utilization and generation of hazardous materials from our manufacturing process and to remediate identified environmental concerns. Environmental laws are complex and generally have become more stringent over time. We believe that we have planned sufficiently for future capital and operating expenditures to comply with these laws and to address liabilities arising from past or future releases of, or exposures to, hazardous substances.

Human Capital

As of October 25, 2025, we employed a multinational workforce of approximately 4,100 people.

Our manufacturing and distribution sites located across the United States, India and Ireland made up 92% of our workforce and 2% were field-based, working across multiple countries engaging with healthcare professionals and facilities. The remaining 7% of our employees worked within our corporate services locations in Missouri, New Jersey, Pennsylvania and Dublin, Ireland. Of our total workforce, 99.7% were full-time.

VALUATION BY MALLINCKRODT’S FINANCIAL ADVISOR

The Mallinckrodt Board engaged Evercore to prepare a fair market value-based analysis of the equity of Par Health for consideration by the Mallinckrodt Board at the November Meeting (the “Evercore Valuation”). At the meeting of the Mallinckrodt Board held on October 27, 2025 (the “October 27 Meeting”), Evercore discussed with the Mallinckrodt Board certain preliminary views regarding the Evercore Valuation (the “Preliminary Evercore Valuation”). Among other things, Evercore indicated that the Evercore Valuation would be based on a discounted cash flow analysis and for reference purposes only, certain other valuation methodologies, and previewed a directional range of values, subject to further refinement in advance of the November Meeting. For the avoidance of doubt, as of the date of this Information Statement, Evercore has not presented its final views regarding the Evercore Valuation to the Mallinckrodt Board, and the summary presented herein relates solely to the Preliminary Evercore Valuation as of the date of the October 27 Meeting.

The Preliminary Evercore Valuation was provided for the information and benefit of the Mallinckrodt Board (solely in its capacity as such) in connection with its assessment of the value of Par Health. The Preliminary Evercore Valuation does not constitute a recommendation to the Mallinckrodt Board or to any other persons in respect of the Spin-off, nor does it constitute an opinion as to the fairness of the consideration to be received by Mallinckrodt shareholders pursuant to the Spin-off. The Preliminary Evercore Valuation does not address the relative merits of the Spin-off as compared to other business or financial strategies that might be available to Mallinckrodt, nor does it address the underlying business decision of Mallinckrodt to engage in the Spin-off.

In connection with performing the Preliminary Evercore Valuation, Evercore, among other things:

For purposes of the Preliminary Evercore Valuation, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of Mallinckrodt and Par Health that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with the consent of Mallinckrodt that they had been reasonably prepared in good faith on bases which, in light of the circumstances under which they were made, were reasonable and reflected the best then-currently available estimates and judgments of management of Mallinckrodt and Par Health as to the future financial performance of Par Health following the Spin-off and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the assumptions on which they were based.

For purposes of the Preliminary Evercore Valuation, Evercore assumed, in all respects material to the Preliminary Evercore Valuation, that all governmental, regulatory or other consents, approvals or releases necessary for the Spin-off would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Par Health following consummation of the Spin-off. Evercore undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, or any settlements thereof, to which Mallinckrodt or Par Health was or might be a party or was or might be subject, and the Preliminary Evercore Valuation does not consider the potential effects of any such litigation, actions, claims, other contingent liabilities or settlements. In addition, Evercore relied, without independent verification, on the assessments of the management of Mallinckrodt and Par Health as to (i) the validity of, and risks associated with, Par Health’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of Par Health’s current and future products and services.

Evercore did not conduct a physical inspection of the properties or facilities of Mallinckrodt or Par Health following the Spin-off and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Mallinckrodt or Par Health following the Spin-off, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Mallinckrodt or Par Health following the Spin-off under any state or federal laws relating to bankruptcy, insolvency or similar matters. The Preliminary Evercore Valuation is necessarily based upon information made available to Evercore as of October 27, 2025 and financial, economic, market and other conditions as they existed and as could be evaluated as of that date. It is understood that subsequent developments may affect the Evercore Valuation and that Evercore does not have any obligation to update, revise or reaffirm the Evercore Valuation after it is delivered to the Board at the November meeting.

Evercore was not asked to pass upon, and expressed no opinion or view with respect to, any matter other than the Preliminary Evercore Valuation. Evercore did not express any opinion or view on the fairness of the Spin-off or any other proposed transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of Mallinckrodt or Par Health, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Mallinckrodt or Par Health, or any class of such persons. Evercore was not asked to, nor did Evercore express any view on, and the Preliminary Evercore Valuation does not address, any other term or aspect of the Spin-off or any other transaction or any agreement related to the Spin-off or any other transaction, including, without limitation, the structure or form of the Spin-off or any other transaction, or any term or aspect of any agreement or instrument entered into or amended in connection with the Spin-off or any other transaction. The Preliminary Evercore Valuation does not address the relative merits of the Spin-off or any other transaction as compared to other business or financial strategies that might be available to Mallinckrodt or Par Health, nor does it address the underlying business decision of Mallinckrodt or Par Health to engage in the Spin-off or any other transaction. The Preliminary Evercore Valuation does not constitute a recommendation to the Mallinckrodt Board or to any other persons in respect of the Spin-off or any other transaction, including as to how any holder of shares of Mallinckrodt or Par Health should vote or act in respect of the Spin-off or any other transaction. Evercore is not expressing any opinion as to the prices at which shares of Mallinckrodt or Par Health will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Mallinckrodt or Par Health or as to the impact of the Spin-off or any other transaction on the solvency or viability of Mallinckrodt or Par Health or the ability of Mallinckrodt or Par Health to pay their respective obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Mallinckrodt and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Mallinckrodt Board at the October 27 Meeting in connection with the Preliminary Evercore Valuation. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore or to be performed by Evercore in connection with finalizing the Evercore Valuation. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before October 23, 2025 (the second to last trading date prior to the October 27 Meeting), and is not necessarily indicative of current market conditions or the market conditions at the time of the Spin-off.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of the Preliminary Evercore Valuation, many of which are beyond the control of Mallinckrodt. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Discount for Lack of Marketability

Evercore applied a Discount for Lack of Marketability (“DLOM”) in producing the Preliminary Evercore Valuation. A DLOM is often applied in estimating the fair market value of ownership interests that cannot be sold quickly, easily, or with as much certainty as comparable publicly traded shares. Investors in illiquid securities forgo the “liquidity option” that marketable shareholders enjoy, which is the ability to quickly sell to realize gains, avoid losses, diversify, or redeploy capital. As a result, buyers demand a price concession to compensate for the opportunity cost, risks, and delays associated with converting the investment to cash. Mallinckrodt and its Irish legal advisor confirmed to Evercore the use of a DLOM is acceptable under applicable Irish law in fair market valuation analyses and noted that it had been used in prior fair value analyses for Mallinckrodt when valuing Mallinckrodt award plans.

In estimating the DLOM that is appropriate for Par Health, Evercore (i) reviewed various methods for determining DLOM, (ii) reviewed relevant court precedents that considered DLOM and (iii) assessed various company and industry specific factors that are relevant to the DLOM for Par Health. Evercore estimated a range of 10-20% DLOM for Par Health, and determined to apply a DLOM of 15% to the equity value of Par Health, the mid-point of the range.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Par Health to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, plus amortization relating to products and intellectual property, less changes in net working capital and capital expenditures, that Par Health was forecasted to generate during November 1, 2025 through December 31, 2025 and during calendar years 2026 through 2034 based on the Forecasts. Evercore calculated terminal values for Par Health by applying perpetuity growth rates of (4.0%) to (1.0%), which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Par Health was forecasted to generate based on the Forecasts, per Mallinckrodt’s and Par Health’s management. The cash flows and terminal values in each case were then discounted to present value as of November 1, 2025 using discount rates ranging from 10.5% to 12.5%, which were based on an estimate of Par Health’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the estimated net debt of Par Health (calculated as total debt less cash and cash equivalents) as of October 23, 2025 as provided by Mallinckrodt’s and Par Health’s management, Evercore calculated ranges of implied equity values of Par Health as shown below.

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to the Preliminary Evercore Valuation, but were referenced for informational purposes only, including, among other things, the following:

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Par Health to corresponding financial multiples and ratios for the following selected publicly traded diversified specialty pharmaceutical companies (the “selected companies”):

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of earnings before interest, taxes, depreciation and amortization before stock-based compensation expense (“Adjusted EBITDA”) in fiscal year 2026, based on closing share prices as of October 23, 2025. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an enterprise value / Adjusted EBITDA multiple reference range of 5.5x to 7.5x to Par Health’s estimated Adjusted EBITDA for fiscal year 2025 (“FY’25E Adj. EBITDA”) and 5.5x to 7.0x to Par Health’s estimated Adjusted EBITDA for fiscal year 2026 (“FY’26E Adj. EBITDA”), in each case, based on the Forecasts. Based on this range of implied enterprise values, the estimated net debt of Par Health (calculated as total debt less cash and cash equivalents) as of October 23, 2025 as provided by Mallinckrodt’s and Par Health’s management, this analysis indicated a range of implied equity values of Par Health as shown below.

Although none of the selected companies is directly comparable to Par Health, Evercore selected these companies because they are publicly traded diversified specialty pharmaceutical companies with established generic pharmaceutical portfolios that Evercore, in its professional judgment and experience, considered generally relevant to Par Health for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target or separated diversified specialty pharmaceutical companies announced since the beginning of 2015 (the “selected transactions”). The selected transactions reviewed by Evercore, and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s or separated company’s implied equity value based on the market value of shares on the first day of trading multiplied by the fully diluted shares outstanding, plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of the last twelve-month Adjusted EBITDA for the target company or separated company at the time of the announcement of the applicable transaction, which is referred to as “LTM EBITDA”. Estimated financial data of the selected transactions were based on available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM EBITDA multiples of 5.5x to 7.0x for spin-offs and separations and 5.0x to 8.5x for change in control transactions and applied these ranges of multiples to Par Health’s FY’25E Adj. EBITDA per the Forecasts. Based on this range of implied enterprise values, the estimated net debt of Par Health (calculated as total debt less cash and cash equivalents) as of October 23, 2025 as provided by Mallinckrodt’s and Par Health’s management, this analysis indicated a range of implied equity values of Par Health as shown below.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Par Health and none of the selected transactions is directly comparable to the Spin-off, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Par Health for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Miscellaneous

The foregoing summary of the Preliminary Evercore Valuation does not purport to be a complete description of the analyses or data presented by Evercore to the Mallinckrodt Board. The preparation of the Preliminary Evercore Valuation is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Preliminary Evercore Valuation. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Mallinckrodt or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing the Preliminary Evercore Valuation to the Mallinckrodt Board. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its analyses were provided for the information and benefit of the Mallinckrodt Board (in its capacity as such). The delivery of the Preliminary Evercore Valuation was approved by a Valuation Committee of Evercore.

Pursuant to the terms of Evercore’s engagement letter with Mallinckrodt, entered into on October 27, 2025, Mallinckrodt has agreed to pay Evercore a fee for its services, which included, among other services, the valuation services described herein, in the aggregate amount of approximately $1,750,000. Mallinckrodt has also agreed to reimburse Evercore for certain of its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of the Preliminary Evercore Valuation, Evercore and its affiliates have provided investment banking advisory services to Mallinckrodt and received fees for the rendering of these services in the amount of between $5 million and $10 million. During the two-year period prior to the date of the Preliminary Evercore Valuation, Evercore and its affiliates have earned investment banking advisory fees of approximately $10 million and capital markets fees and commissions of approximately $10 million from Endo LP, an affiliate of Mallinckrodt, where Mallinckrodt was also an additional client of Evercore on the latter capital raise assignment. Evercore may provide financial advisory or other services to Mallinckrodt, Par Health and/or their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Mallinckrodt, Par Health and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Mallinckrodt or Par Health.

Mallinckrodt engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides valuations for corporate and other purposes.

REASONS FOR THE SPIN-OFF

The Mallinckrodt Board believes the Spin-off presents a unique opportunity to create significant value and has concluded the Spin-off will provide Mallinckrodt and Par Health with a number of opportunities and benefits, including the following:

The financial terms of the Spin-off have been determined by the Mallinckrodt Board based on a variety of factors, including establishing an appropriate pro forma capitalization for Par Health, as is explained more fully in the sections of this Information Statement entitled “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Mallinckrodt’s Specialty Generics Business’ Financial Condition and Results of Operations” and “Management’s Discussion and Analysis of Endo’s Sterile Injectables and Generic Pharmaceuticals Business’ Financial Condition and Results of Operations.”

RISK FACTORS

Investing in the Par Health Common Stock involves a high degree of risk. Before making any investment decision, investors should carefully consider the risks and uncertainties described in this section, as well as the other information contained in this Information Statement, including the annual audited and interim unaudited financial statements of Mallinckrodt’s historical generic pharmaceutical and API business and Endo’s historical generic pharmaceuticals and sterile injectables businesses, which have been prepared on a carve-out basis of accounting, and the Unaudited Pro Forma Condensed Combined Financial Statements. The risks described below are not the only risks Par Health faces. The occurrence of any of the following risks or additional risks and uncertainties not presently known to Mallinckrodt or that Mallinckrodt currently believes to be immaterial could cause a material adverse effect on Par Health’s business, financial condition, results of operations, cash flows, and/or prospects. In any such case, the value of the Par Health Common Stock could decline, and investors could lose all or a portion of their investment. In this section, expressions to the effect that a particular risk or uncertain factor may, could or will have a “material adverse effect” on Par Health, or could or will “materially and adversely affect” Par Health, mean that such risk or uncertain factor could have a material adverse effect on Par Health’s business, financial condition, results of operations, cash flows, and/or the value of the Par Health Common Stock. This Information Statement also contains forward-looking statements and estimates that involve risks and uncertainties. Par Health’s actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks and uncertainties described below. See the section of this Information Statement entitled “Forward-Looking Statements.”

Risks Related to the Spin-off and to Par Health

The Mallinckrodt Board may determine not to proceed with the Spin-off.

If Mallinckrodt has not received valid Certification Forms from Qualified Shareholders (or Persons that are expected to be Qualified Shareholders upon the satisfaction of the remaining Certification Procedures other than the submission of a Certification Form) holding at least a specified percentage (expected to be approximately 75%) (or such greater or lesser percentage as may be determined by the Mallinckrodt Board in its sole discretion) of the Mallinckrodt Preferred Shares outstanding on the Record Date by 5:30 p.m. (Eastern Time in the United States) on November 7, 2025 (or such other date as may be determined by the Mallinckrodt Board in its sole and absolute discretion), the Mallinckrodt Board may determine not to proceed with the Spin-off.

Mallinckrodt shareholders are urged to complete the Certification Form as soon as possible. Please contact Innisfree M&A Incorporated at (888) 750-9498 for assistance with completing your Certification Form.

Mallinckrodt shareholders as of the Record Date will not receive the Base Proceeds or the Excess Proceeds, as applicable, in exchange for their Mallinckrodt Preferred Shares if they do not timely complete the Certification Form in accordance with the instructions set forth therein and comply with the Certification Procedures.

For Mallinckrodt shareholders as of the Record Date who do not complete the Certification Form or comply with the Certification Procedures, or who do not properly complete or provide all information required by the Certification Form or comply with the Certification Procedures, in each case before the expiration of the Escrow Period, such shareholders’ right to receive the Base Proceeds and the Excess Proceeds in the Redemption shall lapse and expire.

Certification Forms are available electronically through the online Certification Portal maintained by the Redemption Agent. Mallinckrodt shareholders should read the Certification Form carefully. Instructions on the Certification Form will differ for the two categories of Mallinckrodt shareholders on the Record Date:

If you are a Street Name Holder, please contact your bank, brokerage firm or other similar organization as soon as possible to ensure you receive access to the Certification Portal. If you do not promptly follow the instructions provided by your bank, brokerage firm or other similar organization and otherwise comply with the Certification Procedures before the expiration of the Escrow Period, your right to receive the Base Proceeds and Excess Proceeds will LAPSE and EXPIRE.

Mallinckrodt shareholders are urged to complete the Certification Form as soon as possible. Please contact Innisfree M&A Incorporated at (888) 750-9498 for assistance with completing your Certification Form.

Where a valid Certification Form has not been completed before the expiration of the Escrow Period, the relevant Mallinckrodt shareholders’ entitlement to the right to receive the Base Proceeds and Excess Proceeds will expire and lapse. Such shareholders will not have any residual right or claim in respect of the Redemption, the Mallinckrodt Preferred Shares or the Par Health Common Stock.

Mallinckrodt may not have sufficient Distributable Reserves or net assets to effect the Redemption.

If the Mallinckrodt Board determines, in its sole and absolute discretion, that, at the Record Date, it does not have sufficient distributable reserves or sufficient net assets to effect the Redemption, then the Mallinckrodt Board may determine not to proceed with the Spin-off.

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves. “Distributable reserves” broadly means the accumulated realized profits of Mallinckrodt less accumulated realized losses of Mallinckrodt and includes reserves created by way of capital reduction. In addition, no redemption or dividend may be made unless the net assets of Mallinckrodt are equal to, or in excess of, the aggregate of Mallinckrodt’s called-up share capital plus undistributable reserves and the redemption does not reduce Mallinckrodt’s net assets below such aggregate.

Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Mallinckrodt’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Mallinckrodt’s accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. The determination as to whether or not Mallinckrodt has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant financial statements” of Mallinckrodt. The “relevant financial statements” are either the last set of unconsolidated annual audited financial statements or unaudited financial statements prepared in accordance with the Companies Act, which give a “true and fair view” of Mallinckrodt’s unconsolidated financial position and accord with accepted accounting practice.

The Spin-off of Par Health from the remainder of Mallinckrodt’s business is subject to various risks and uncertainties and may not be completed in accordance with the expected plans or anticipated timeline, or at all, and will involve significant time and expense, which could disrupt or adversely affect Par Health’s business.

On March 13, 2025, Mallinckrodt announced plans to separate Par Health from the remainder of the combined company’s business following completion of the Business Combination (defined below). The Spin-off is subject to final approval by the Mallinckrodt Board and certain other conditions, as described herein. For example, if Mallinckrodt has not received valid Certification Forms from Qualified Shareholders (or Persons that are expected to be Qualified Shareholders upon the satisfaction of the remaining Certification Procedures other than the submission of a Certification Form) holding at least a specified percentage (expected to be approximately 75%) (or such greater or lesser percentage as may be determined by the Mallinckrodt Board in its sole discretion) of Mallinckrodt Preferred Shares outstanding on the Record Date by 5:30 p.m. (Eastern Time in the United States) on November 7, 2025 (or such other date as may be determined by the Mallinckrodt Board in its sole and absolute discretion), or if Mallinckrodt does not have sufficient distributable reserves or net assets to complete the Redemption, the Mallinckrodt Board may determine not to proceed with the Spin-off. The Mallinckrodt Board must also be satisfied in its sole and absolute discretion, based on factors that it determines relevant, that (i) the cash payable to Non-Qualified Shareholders pursuant to the Redemption Consideration (for the avoidance of doubt, including in respect of Base Proceeds and Excess Proceeds) will not exceed any maximum amount of cash that the Mallinckrodt Board may determine that Mallinckrodt will be required to pay in connection with the Redemption; (ii) the total value to be allocated to Qualified Shareholders and Non-Qualified Shareholders pursuant to the Redemption Consideration (for the avoidance of doubt, including in respect of Base Proceeds and Excess Proceeds) shall not exceed Mallinckrodt’s profits available for distribution (within the meaning of the Companies Act 2014) at the time of the Redemption and will not otherwise cause Mallinckrodt to breach section 1082 of the Companies Act 2014; and (iii) the total value received by any Qualified Shareholder or Non-Qualified Shareholder in the Redemption per Mallinckrodt Preferred Share will not exceed the nominal value of the Mallinckrodt Preferred Share (for the avoidance of doubt, including in respect of Base Proceeds and Excess Proceeds).

Additionally, unanticipated developments, including changes in the competitive conditions of Par Health’s and Mallinckrodt’s regulatory approvals or clearances, the availability of any consents of third-parties on terms acceptable to Mallinckrodt or at all, the uncertainty of the financial markets and challenges in executing the Spin-off, could delay or prevent the completion of the Spin-off, or cause the Spin-off to occur on terms or conditions that are different or less favorable than expected. Mallinckrodt expects that the process of completing the Spin-off will continue to be time-consuming and involve significant costs and expenses, which may be significantly higher than currently anticipated and may not yield a discernible benefit if the Spin-off is not completed or is not well-executed. Executing the Spin-off will require significant time and attention from senior management and employees of Mallinckrodt and Par Health, which could adversely affect Mallinckrodt’s and Par Health’s respective businesses and results of operations. Mallinckrodt and Par Health may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Spin-off and following its completion.

After the Spin-off, certain of Par Health’s executive officers and other key employees may have actual or potential conflicts of interest because of their current or previous positions at Mallinckrodt.

The ownership by Par Health’s expected executive officers and other key employees of Mallinckrodt Ordinary Shares may create, or may create the appearance of, conflicts of interest. Because of their current positions with Mallinckrodt, certain of these expected executive officers and other key employees own Mallinckrodt Ordinary Shares, which may comprise a significant portion of some of these individuals’ total personal financial assets. Following the Spin-off, even though Par Health’s expected executive officers and other key employees who are currently employees of Mallinckrodt will cease to be employees of Mallinckrodt, some Par Health executive officers may continue to have a financial interest in Mallinckrodt Ordinary Shares, which may create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for Mallinckrodt than the decisions have for Par Health.

The Spin-off may result in litigation and/or regulatory inquiries and investigations, which would harm Par Health’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Spin-off. Any Spin-off-related litigation or investigation against Mallinckrodt or Par Health, whether or not resolved in each’s favor, could result in substantial costs and divert each company’s management’s attention from other business concerns, which could adversely affect each company’s business and cash resources and the ultimate value of Par Health Common Stock.

Ownership of Par Health after the Spin-off may differ from current ownership of Mallinckrodt.

The Par Health Common Stock will ultimately be divided pro rata (on the basis of their current ownership of Mallinckrodt Preferred Shares) among Qualified Shareholders that properly and timely complete a Certification Form. As a result, depending on the number of such Qualified Shareholders relative to the number of Non-Qualified Shareholders (or shareholders who do not properly complete Certification Forms), Par Health may have different proportional ownership than Mallinckrodt. This could result in greater concentration of ownership among significant Qualified Shareholders relative to their current ownership in Mallinckrodt.

Following the Spin-off, certain stockholders are expected to have considerable influence over matters requiring a stockholder vote, and certain of those stockholders are expected to have representation on Par Health’s Board of Directors and certain other governance rights.

Following the Spin-off, stockholders holding larger proportions of Par Health’s outstanding shares of Common Stock could significantly influence the outcome of matters requiring a stockholder vote, including the election of directors, the adoption of any amendment to Par Health’s certificate of incorporation or bylaws and the approval of mergers and other significant corporate transactions. Their influence over Par Health may have the effect of delaying or preventing a change of control or may adversely affect the voting and other rights of other stockholders.

Further, because Par Health does not intend to register the Par Health Common Stock under the Exchange Act after the Spin-off, Par Health will not be subject to SEC rules governing reporting of beneficial ownership of Par Health Common Stock by (i) its directors, officers and beneficial owners of more than 10% of the outstanding shares of Par Health Common Stock under Section 16 of the Exchange Act or (ii) beneficial owners of more than 5% of the outstanding shares of Par Health Common Stock on Schedules 13D or 13G. As a result, stockholders of Par Health and the Par Health Board will not have the same visibility into Par Health stock ownership as they would if the Par Health Common Stock were registered under the Exchange Act, which means, among other things, that a stockholder could accumulate a control position in the Company without the Board becoming aware of that position or being able to take action to protect the interests of all stockholders of the Company.

Further, such stockholders are expected to have governance and other rights pursuant to the amended and restated certificate of incorporation and bylaws of Par Health, including certain director nomination and election rights for shareholders meeting certain qualifications. Such rights are described in the section of this Information Statement entitled “Description of Par Health Capital Stock.”

Par Health will not pay any dividends in the year following the closing of the Redemption, and there is no guarantee that Par Health will pay dividends on the Par Health Common Stock in the future.

Until the end of the Escrow Period described in the section of this Information Statement entitled “Information about the Transaction—Closing of Redemption,” Par Health will not be permitted to pay any dividends on its capital stock. Any declaration and payment of future dividends to holders of Par Health Common Stock will be at the sole discretion of the Par Health Board and will depend on many factors, including Par Health’s financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that the Par Health Board deems relevant. Additionally, the terms of the current indebtedness incurred by certain entities that will become subsidiaries of Par Health limit the ability of Par Health’s subsidiaries to transfer funds to Par Health, effectively limiting Par Health’s ability to pay dividends in the future. Until such time that Par Health pays a dividend, which may never occur, investors in Par Health must rely on sales of their Par Health Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Par Health will be a private company. There is no public market for Par Health Common Stock and no active trading market is expected to develop.

The Par Health Common Stock is not and will not be listed on any securities exchange. In addition, the Par Health Common Stock is not registered under the Exchange Act, and Par Health does not intend to register the Par Health Common Stock under the Exchange Act after the Spin-off. As such, Par Health will not file periodic or current reports or proxy statements with the SEC, and the information available to investors in Par Health Common Stock may be limited. Additionally, because Par Health is not and will not be listed on any securities exchange, certain stock exchange rules governing the independence of directors on the Par Health Board and certain committees thereof will not apply to Par Health (although it is intended that Par Health will voluntarily adopt certain independence requirements in its governing documents; see the section of this Information Statement entitled “—Director Matters”). As a private company, there will continue to be no active trading market in Par Health’s capital stock and, accordingly, investors may experience, among other things, limited liquidity, low trading volume and lack of analyst coverage. Lack of an active trading market may also have an adverse impact on Par Health’s ability to avail itself of the public markets for additional financing or to use the Par Health Common Stock as a currency for future mergers and acquisitions activity.

Shares of Par Health Common Stock will be “restricted securities” and, as such, may not be sold except in limited circumstances.

The Par Health Common Stock will be issued in the Redemption pursuant to applicable exemptions from the registration requirements of the Securities Act, and will not be registered or qualified under any state securities laws. Such shares of Par Health Common Stock are “restricted securities” as defined in Rule 144 under the Securities Act, and may not be sold unless such sale is registered under applicable federal and state securities laws, or an exemption is available from the registration requirements of those laws, as applicable. In addition, transfers of Par Health Common Stock will be subject to certain additional restrictions set forth in the governing documents of Par Health, such as restrictions on transfer to any person that is not a qualified institutional buyer, an institutional accredited investor or a director or officer of Par Health who is also an accredited investor, or to certain competitors of Par Health. Furthermore, any transfers of Par Health Common Stock will be subject to procedures required by Par Health’s transfer agent, including the delivery of applicable share transfer forms. Consequently, Qualified Shareholders may be unable to liquidate their shares of Par Health Common Stock.

Mallinckrodt Register of Members is and will be closed during the Closed Share Register Period and, accordingly, attempting to trade in Mallinckrodt Ordinary Shares after the Record Date could result in investor losses.

As further described in the section of this Information Statement entitled “Information About the Transaction–Share Register Closure,” the Mallinckrodt Board closed the Mallinckrodt Register of Members with effect from 5:00 p.m. (Eastern Time in the United States) on October 23, 2025 until the earlier of (i) 5:00 p.m. (Eastern Time in the United States) on November 22, 2025 or (ii) such earlier date as may be notified by Mallinckrodt.

Purported sellers and purchasers of Mallinckrodt Ordinary Shares during the Closed Share Register Period should carefully consider the implications of such closure:

Following the Spin-off, Par Health will be a smaller and less diversified company than Mallinckrodt before the Spin-off.

The Spin-off will result in each of Mallinckrodt and Par Health being less diversified companies with more limited businesses concentrated in their respective product portfolios. As a result, Par Health may be more vulnerable to changing market and regulatory conditions, which could have a material adverse effect on its business, financial condition and results of operations. In addition, the diversification of Par Health’s revenues, costs, and cash flows will be reduced as a stand-alone company, such that Par Health’s results of operations, cash flows, working capital, effective tax rate and financing requirements may be subject to increased volatility and Par Health’s ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. This increased volatility could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

The Historical Financial Statements are prepared on a carve-out basis of accounting.

The Historical Financial Statements have been prepared on a carve-out basis of accounting. There is no legal or accounting definition for carve-out financial statements. Rather, carve-out financial statements reflect the separate financial results and financial position of a portion of a larger entity. The preparation of carve-out financial statements requires the application of certain accounting methods and the use of certain judgments, estimates, and assumptions which may differ materially from the application of accounting methods and the use of judgments, estimates, and assumptions in other financial statements, including in the financial statements of the parent companies from which the carve-out financial statements are derived. Accordingly, Par Health can provide no assurance that the accounting methods applied nor the judgments, estimates, and assumptions made for purposes of the carve-out financial statements would be reasonable in other circumstances or that other individuals would not apply different accounting methods or exercise different judgments, estimates, and assumptions that may be materially different from those reflected in the historical carve-out financial statements. Further, the Historical Financial Statements reflect the results of operations for Mallinckrodt and for Endo, separately, through June 2025 only and do not necessarily reflect the expected results of operations, financial condition or liquidity of Par Health in future periods.

Following the completion of the Spin-off, Par Health may lose the benefits of services provided by Mallinckrodt or certain of its subsidiaries and Par Health may incur incremental costs as a stand-alone company.

Historically, certain subsidiaries of Par Health have received administrative and corporate services from certain subsidiaries of Mallinckrodt. As of the date of this Information Statement, Par Health and its subsidiaries receive from subsidiaries of Mallinckrodt services relating to, for a transitional period, treasury and risk management, human resources management, accounting and finance, internal audit, tax administration and operations, among others.

As a result of the Spin-off, there is a risk that Par Health, as a separate company from Mallinckrodt, may no longer receive some of these services from Mallinckrodt’s subsidiaries, or that Mallinckrodt may modify the terms and conditions of such services. To mitigate this risk, Par Health has entered into an agreement for Mallinckrodt or its subsidiaries, as applicable, to provide temporary transition services, including services related to information technology, finance, regulatory compliance, operational, and human resources functions, the effective and appropriate performance of which is critical for a successful transition but also for the success of Par Health’s operations. Par Health will work to replicate or replace the services it will continue to need in the operation of its business that are provided currently by or through Mallinckrodt or its subsidiaries, but it is possible that Par Health may not be able to replace these services in a timely manner, or on the same or similar terms and conditions that Par Health received them from Mallinckrodt or its subsidiaries, which may put further constraints on Par Health’s human resources, capital, and other resources.

Par Health may not achieve growth opportunities, profit improvements, cost savings, and other benefits, and may incur unanticipated costs associated with the Spin-off, and its results of operations, financial condition, and valuation could be adversely affected as a result.

The Spin-off is complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment, competitive conditions, regulatory approvals or clearances, the uncertainty of the financial markets, and challenges in executing the Spin-off, could delay or prevent the completion of the proposed Spin-off, or cause the Spin-off to occur on terms or conditions that are different or less favorable than expected.

There is no assurance that the Spin-off will achieve anticipated growth opportunities, profit improvements, cost savings, and other benefits for Par Health. Mallinckrodt believes that the Spin-off will provide significant benefits for each of Mallinckrodt and Par Health. However, there can be no assurance that Par Health will successfully execute Par Health’s strategy, or that the expected benefits of the Spin-off will be realized.

Additionally, the process of completing the Spin-off has been and is expected to continue to be time-consuming and involves significant costs and expenses. The costs may be significantly higher than what Par Health currently anticipates and may not yield a discernible benefit if the Spin-off is not completed or is not executed efficiently, or the expected benefits of the Spin-off are not realized. Executing the Spin-off will also require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Par Health’s business.

To the extent that Par Health incurs additional costs, achieves lower profit improvements, or has lower-than-expected cost savings, Par Health’s results of operations, financial condition, and valuation could be adversely affected.

Par Health’s subsidiaries may not obtain the same benefits that they obtained when they were a part of Mallinckrodt.

Par Health’s business has benefited from being part of Mallinckrodt’s integrated company platform and from Mallinckrodt’s purchasing power when procuring goods and services. Once Par Health is a stand-alone company, it may be unable to obtain such goods and services at comparable prices or on terms as favorable as those obtained before the Spin-off. Additionally, financial institutions, customers, and suppliers of Par Health may believe that, as a stand-alone company, Par Health will be less able to fulfill the commitments it makes, and thus choose to terminate or cancel commercial agreements with Par Health. This could increase Par Health’s expenses and could cause a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Par Health will be a new company that has never operated independently from Mallinckrodt.

Par Health will be a new company that has never operated independently from Mallinckrodt and that, up to the date of the Spin-off, used Mallinckrodt’s systems for its operations.

While Mallinckrodt intends to provide Par Health with some management and systems services during a transition period, Par Health’s ability to function as a new company may be adversely affected if Par Health is not able to develop its own management infrastructure and acquire its own systems quickly and cost-effectively after the transition period.

In order for Par Health to establish itself as a successful and independent entity, it will need to attract and/or retain qualified personnel and have the necessary management systems in place; otherwise, its business could be adversely affected.

Certain contracts that will need to be assigned from Mallinckrodt or its affiliates to Par Health in connection with the Spin-off may require the consent of the counterparty to such an assignment, and failure to obtain these consents could increase Par Health’s expenses or otherwise reduce Par Health’s profitability.

In connection with the Spin-off, Mallinckrodt or its applicable subsidiaries have transferred or will transfer certain agreements to Par Health or its applicable subsidiaries. The consent of the counterparties to such agreements may be required and, as a result, the counterparties may seek new and/or more favorable contractual terms from Mallinckrodt to obtain such consents. If Par Health fails to obtain such consents, it may not be able to obtain some of the benefits and contractual commitments currently available to it as a part of Mallinckrodt, such as discounts or competitive bulk or volume pricing, software licensing, and technology support. Accordingly, Par Health’s expenses, procurement conditions and facilities costs, among others, may increase and its profitability may decrease.

If the Share Redemption (as defined below), together with certain related transactions, does not qualify as a transaction that is generally tax-free for Mallinckrodt shareholders for U.S. federal income tax purposes, then Mallinckrodt U.S. shareholders could be subject to significant U.S. federal income tax liabilities.

The treatment of the Redemption generally for U.S. federal income tax purposes is subject to some uncertainty. However, it is expected that the Redemption will be treated as a distribution with respect to the Mallinckrodt Ordinary Shares to which the Mallinckrodt Preferred Shares are stapled, and the remainder of this Information Statement assumes that such treatment will be respected.

The U.S. federal income tax consequences of the Share Redemption (as defined in the section of this Information Statement entitled “Material U.S. Federal Income Tax Consequences”) (including the qualification of the Share Redemption, together with certain related transactions, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”)) are uncertain. The applicable law is complex and unclear, and there are no authorities that directly address a transaction involving the same or substantially similar facts and circumstances as those of the Share Redemption. Further, the qualification of the Share Redemption, together with certain related transactions, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code depends on the satisfaction of numerous statutory, regulatory and judicial requirements, the determination of which is inherently factual in nature. For example, the determination of whether the Share Redemption meets the “anti-device” requirement under Section 355(a) of the Code is generally based on the totality of facts and circumstances, and could be impacted by certain facts and circumstances outside of Mallinckrodt’s knowledge or control, including the composition of its shareholder base, and the intentions, actions and communications of certain shareholders or other persons other than Mallinckrodt and its management. In addition, the qualification of the Share Redemption under Section 355 of the Code (including the satisfaction of the “anti-device” requirement) can be impacted by transactions and events occurring after the Share Redemption, such as a sale, exchange or disposition of Mallinckrodt Ordinary Shares or Par Health Common Stock, even if, depending on the circumstances, such sale, exchange or disposition is effected without the involvement or approval of either Mallinckrodt or Par Health.

Accordingly, there can be no assurance that the IRS will not assert that the Share Redemption and/or certain related transactions are taxable transactions for U.S. federal income tax purposes, or that a court would not sustain such a challenge. In the event the IRS were to prevail in any such challenge, U.S. Mallinckrodt shareholders could be subject to significant U.S. federal income tax liabilities. For a discussion of the material tax consequences of the Share Redemption, please read the section of this Information Statement entitled “Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Share Redemption to U.S. Qualified Shareholders.”

Risks Related to Par Health’s Financial and Corporate Operations

Par Health is a newly organized company with a limited operating history, track record, financial statements, and business strategy, which makes its future performance difficult to predict.

Par Health is a newly organized company. Par Health is subject to all of the business risks and uncertainties associated with any new business, including the risk of not achieving operating objectives and business strategy. The Unaudited Pro Forma Condensed Combined Financial Statements of Par Health included in this Information Statement do not necessarily reflect the results of operations, financial condition or liquidity Par Health would have achieved as a stand-alone company during the periods presented or those Par Health will achieve in the future. Additionally, it should not be assumed that Par Health’s future performance will be similar to the performance of other companies in similar industries. Par Health’s limited operating history increases the risk and uncertainty investors face when evaluating an investment in Par Health and the lack of historical information may not permit accurate forecasting of long-term trends.

The estimated fair value of the net assets acquired by Mallinckrodt in connection with its acquisition of Endo are preliminary and subject to change.

Par Health’s balance sheet is comprised of certain assets and liabilities of Mallinckrodt’s legacy Generic pharmaceuticals and API business and certain assets acquired and liabilities assumed by Mallinckrodt related to Endo’s legacy generic pharmaceuticals and sterile injectables businesses. In accordance with applicable accounting standards for business combinations, Mallinckrodt has made preliminary estimates of the fair value of Endo’s assets and liabilities based on currently available information, which remains subject to change as Mallinckrodt finalizes its purchase accounting during the measurement period following the acquisition date. For a period of up to 12 months from the acquisition date, adjustments to these preliminary estimates may result from additional information becoming available to Mallinckrodt about facts and circumstances that existed as of the acquisition date. Such adjustments could materially impact Mallinckrodt’s financial statements, including, but not limited to, the recognition of goodwill, intangible assets, deferred taxes, and other assets and liabilities. In accordance with applicable accounting standards, any such measurement period adjustments may require that Mallinckrodt make retroactive adjustments to the estimated fair value of Endo’s acquired net assets, which in turn may impact Mallinckrodt’s operating results in the periods subsequent to the acquisition. Par Health’s balance sheet reflects the pushdown of Mallinckrodt’s basis in those assets and liabilities as on the effective date of the Spin-off; accordingly, any retroactive adjustments by Mallinckrodt during the measurement period will have a corresponding impact on the basis of the assets and liabilities included in Par Health’s financial statements.

There can be no assurance that future adjustments will not have a material adverse effect on Par Health’s financial condition, results of operations, or cash flows.

The Unaudited Pro Forma Condensed Combined Financial Statements have not been audited.

The Unaudited Pro Forma Condensed Combined Financial Statements included in this Information Statement have not been audited. The Unaudited Pro Forma Condensed Combined Financial Statements are derived from Mallinckrodt’s Historical Financial Statements and Endo’s Historical Financial Statements, after giving effect to certain pro forma adjustments, including, but not limited to, the effects of pushing down the basis in the relevant assets and liabilities from Mallinckrodt and its consolidated subsidiaries.

The Unaudited Pro Forma Condensed Combined Financial Statements are intended to demonstrate what the financial position and results of operations of Par Health would have been had the combination of the legacy Mallinckrodt Specialty Generics business and legacy Endo Sterile Injectable and Generic Pharmaceuticals businesses been combined as of June 27, 2025 and December 30, 2023, respectively. The Unaudited Pro Forma Condensed Combined Financial Statements are based in part on certain assumptions that Par Health believes to be reasonable. For instance, before the merger of Mallinckrodt and Endo and the internal reorganization described in the section of this Information Statement entitled “Description of the Prior Reorganization Transactions,” portions of the Par Health Business were operated separately by Mallinckrodt and Endo, and Par Health has made certain assumptions about the operation of the combined business. Par Health can give no assurance that its assumptions will prove to be correct in the future. Accordingly, the Unaudited Pro Forma Condensed Combined Financial Statements and any other financial information contained in this Information Statement may not reflect what the consolidated financial position and results of operations would have been had Par Health been a stand-alone entity during the periods presented, or what the consolidated financial position and results of operations of Par Health will be in the future.

Par Health is a holding company and is dependent on the operating results of its subsidiaries for access to funds.

Par Health is a holding company with no significant independent operations or significant assets other than shares of capital stock of its subsidiaries. Therefore, Par Health depends on the operations of its subsidiaries and businesses. Par Health’s ability to pay dividends and meet its obligations as they become due depends on the generation of cash flow of its subsidiaries, and on their ability to make cash available to Par Health in the form of interest payments, debt payments, or dividends, among others. Par Health’s subsidiaries are separate legal persons and, under certain circumstances, have legal, tax, and contractual restrictions that may limit their ability to make cash available to Par Health. The entities that will become subsidiaries of Par Health are subject to material contractual limitations, including limitations in their current indebtedness, on their ability to transfer funds to Par Health.

If Par Health’s business development activities or other strategic transactions are unsuccessful, it may adversely affect Par Health.

Par Health expects that from time to time it will evaluate potential business development opportunities to potentially grow the business through mergers, acquisitions, licensing agreements, or other strategic transactions. The process to evaluate potential business development and divestiture opportunities may be complex, time-consuming, and expensive. Once a potential opportunity is identified, Par Health may not be able to conclude negotiations of a potential transaction on terms that are satisfactory to Par Health, which could result in a significant diversion of management and other employee time, as well as substantial out-of-pocket costs. In addition, there are a number of risks and uncertainties relating to Par Health’s ability to close a potential transaction.

If an acquisition or licensing transaction is consummated, there are further potential risks related to integration activities, including with regard to operations, personnel, technologies, and products. If Par Health is not able to successfully integrate its acquisitions in the expected time frame, Par Health may not obtain the advantages and synergies that such acquisitions were intended to create, which may have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

In addition, Par Health intends to continue to explore opportunities to enter into strategic collaborations with other parties, which may include other pharmaceutical companies, academic and research institutions, government agencies and other public and private research organizations. These third-party collaborators are often directly responsible for certain obligations under these types of arrangements, and Par Health may not have the same level of decision-making capabilities for the prioritization and management of development-related activities as it would for its internal research and development activities. Failures by these partners to meet their contractual, regulatory, or other obligations to Par Health, or any disruption in the relationships with these partners, could have a material adverse effect on its pipeline and business. In addition, these collaborative relationships for research and development could extend for many years and may give rise to disputes regarding the relative rights, obligations and revenues of Par Health versus its partners, including the ownership of intellectual property and associated rights and obligations. These could result in the loss of intellectual property rights or other intellectual property protections, delay the development and sale of potential products, and lead to lengthy and expensive litigation or arbitration.

Furthermore, the due diligence that Par Health conducts in conjunction with an acquisition or other strategic collaboration may not sufficiently discover risks and contingent liabilities associated with the other party and, consequently, Par Health may consummate an acquisition or otherwise enter into a strategic collaboration for which the risks and contingent liabilities are greater than were projected. In addition, in connection with acquisitions or other strategic collaborations, Par Health could experience disruption in its business, technology and information systems, and its customers, licensors, suppliers and employees, and may face difficulties in managing the expanded operations of a larger and more complex company. There is also a risk that key employees of companies that Par Health acquires or key employees necessary to successfully commercialize technologies and products that Par Health acquires or otherwise collaborates on may seek employment elsewhere, including with its competitors. Furthermore, there may be overlap between Par Health’s products or customers and the companies which it acquires or enter into strategic collaborations with that may create conflicts in relationships or other commitments detrimental to the integrated businesses or impacted products. Additionally, the time between Par Health’s expenditures to acquire new products, technologies or businesses and the subsequent generation of revenues from those acquired products, technologies or businesses, or the timing of revenue recognition related to licensing agreements and/or strategic collaborations, could cause fluctuations in Par Health’s financial performance from period to period. Finally, if Par Health is unable to successfully integrate products, technologies, businesses or personnel that it acquires, it could incur significant impairment charges or other adverse financial consequences. Many of these factors are outside of Par Health’s control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact its business, financial condition, results of operations and cash flows.

Divestitures or proposed divestitures may involve the loss of revenue, and the market for the associated assets may dictate that Par Health sells such assets for less than what it paid. In connection with divestitures, Par Health could also reduce the benefit of shared costs across its enterprise, as well as the risk of the departure of key employees. Divestitures could also lead to disruption in Par Health’s business, technology and information systems, and the possibility of divestitures could impact the relationships Par Health has with its customers, licensors, suppliers and employees. In addition, in connection with any asset sales or divestitures, Par Health may be required to provide certain representations, warranties and covenants to buyers. While Par Health would seek to ensure the accuracy of such representations and warranties, and fulfillment of any ongoing obligations, Par Health may not be completely successful and consequently may be subject to claims by a purchaser of such assets.

Risks Related to Par Health’s Business

Governmental investigations, inquiries, and regulatory actions and lawsuits brought against Par Health by government agencies and private parties, in addition to future legislative actions, with respect to Par Health’s manufacture or sale of opioids could adversely affect its reputation, business, financial condition, results of operations and cash flows.

As a result of greater public awareness of the public health issue of opioid abuse, there has been increased scrutiny of, and investigation into, the commercial practices of opioid manufacturers by state and federal agencies. As an opioid manufacturer, Par Health is required to have systems in place that are designed to identify suspicious orders of controlled substances and report those orders to the DEA. Par Health’s operations, along with other opioid manufacturers, have been the subject of federal and state government investigations and enforcement actions, focused on the misuse and abuse of opioid medications in the United States. Similar investigations may be initiated in the future. For additional information regarding various legal proceedings and claims, see the section of this Information Statement entitled “Legal Proceedings.”

In addition, a significant number of lawsuits have been filed against Mallinckrodt and affiliates of Par Health, and other opioid manufacturers, distributors and others in the supply chain, by cities, counties, state Attorneys General and private persons seeking to hold such parties and others accountable for opioid misuse and abuse. As a result of Mallinckrodt’s emergence from Chapter 11 proceedings initiated in 2020 (the “2020 Bankruptcy Proceedings”), all past, present, and future opioid claims against Mallinckrodt, with certain narrow exceptions, including for violating the Mallinckrodt OI (discussed below), were deemed to have been settled, discharged, waived, released, and extinguished in full on June 16, 2022 in exchange for certain deferred payment obligations, the remaining balance of which were permanently eliminated in Mallinckrodt’s emergence from Chapter 11 proceedings initiated in 2023 (the “2023 Bankruptcy Proceedings”) on November 14, 2023.

In connection with the 2020 Bankruptcy Proceedings, Mallinckrodt implemented steps to comply with the Mallinckrodt OI enjoining certain Mallinckrodt entities from engaging in certain conduct related to the manner in which they operate their opioid business. Mallinckrodt reaffirmed these obligations in connection with the 2023 Bankruptcy Proceedings. The Mallinckrodt OI will apply to Par Health’s opioid business following completion of the Spin-off. Specifically, the Mallinckrodt OI prohibits, among other things, certain promotional activities related to opioids, opioid products, and pain treatment, financial and in-kind support for third-parties involved with opioids, opioid products, or pain treatment, and certain lobbying activities and communications related to opioids, opioid products, and pain treatment. The Mallinckrodt OI requires compliance with certain requirements for controlled substances SOM and reporting, and requires Mallinckrodt to make available certain clinical data through a third-party data archive and publicly disclose certain produced documents related to Mallinckrodt’s legacy opioid litigation. The Mallinckrodt OI required Mallinckrodt to retain an independent monitor to evaluate and audit compliance with the Mallinckrodt OI for a term of five years from October 12, 2020 (the “2020 Petition Date”). The monitorship concluded with the issuance of the 13^th (and final) report issued on October 10, 2025. The limitations imposed by the Mallinckrodt OI may have an adverse financial impact on Par Health’s opioid business, including, but not limited to, by increasing overhead costs or reducing product sales. A violation of the Mallinckrodt OI may also subject Par Health to adverse action by the Delaware Bankruptcy Court, state and territory Attorneys General, or other enforcement authorities, as well as increased legal fees and costs associated with such actions, and could otherwise materially affect Par Health’s business, financial condition and results of operations.

In addition, legislative, regulatory, or industry measures to address the misuse of prescription opioid medications may also affect Par Health’s business in ways that it is not able to predict. For example, the State of New York enacted the Opioid Stewardship Act (“OSA”), which went into effect on July 1, 2018, establishing an aggregate $100.0 million annual assessment on sales of certain opioid medications in New York. Following a challenge regarding its constitutionality, the OSA was generally permitted to go into effect, though its “pass-through prohibition” was invalidated on the basis that it violates the Commerce Clause of the U.S. Constitution. Some states have enacted opioid taxes or enacted increased licensure and registration fees. For example, New York, effective July 1, 2019, imposed an excise tax on certain opioids. The federal government or other states may consider similar legislation that could require entities to pay an assessment or tax on the sale or distribution of opioid medications in those states and may vary in the assessment or tax amounts and the means of calculation from the OSA. If additional federal, state or local jurisdictions successfully enact such legislation and Par Health is not able to mitigate the impact on Par Health’s business through price increases, operational changes or commercial arrangements, such legislation in the aggregate may have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows. For additional information, see the section of this Information Statement entitled “Risk Factors—Extensive laws and regulations govern the industry in which Par Health operates and any failure to comply with such laws and regulations, including any changes to those laws and regulations, may materially adversely affect Par Health.”

Furthermore, stories regarding prescription drug abuse and the diversion of opioids and other controlled substances are frequently in the media. Unfavorable publicity regarding the use or misuse of opioid drugs, the limitations of abuse-deterrent formulations, the ability of drug abusers to discover previously unknown ways to abuse Par Health’s products, public inquiries and investigations into prescription drug abuse, litigation, or regulatory activity regarding sales, marketing, distribution or storage of opioids could have a material adverse effect on Par Health’s reputation, leading to parties being unwilling to engage with Par Health from a business perspective, which could have a material impact on the results of litigation.

Finally, various government entities, including the U.S. Congress, state legislatures or other policy-making bodies have in the past and may in the future hold hearings, conduct investigations and/or issue reports calling attention to the opioid abuse crisis, and may mention or criticize the perceived role of manufacturers, including Par Health, in the opioid abuse crisis. Similarly, press organizations have and likely will continue to report on these issues, and such reporting may result in adverse publicity for Par Health, resulting in reputational harm.

Pharmaceutical companies like Par Health have been under increasing scrutiny from governments, legislative bodies, and enforcement agencies related to sales, marketing, and pricing practices, and changes to, or non-compliance with, relevant policies, laws, regulations, or government guidance may result in actions that could adversely affect Par Health’s business.

In the United States, over the past several years, a significant number of pharmaceutical and biotechnology companies have been subject to inquiries and investigations by various federal and state regulatory, investigative, prosecutorial, and administrative entities in connection with the promotion of products for unapproved uses and other sales, marketing, and pricing practices, including the DOJ, the OIG within the HHS, the FDA, the FTC, and various state Attorneys General offices. These investigations have alleged violations of various federal and state laws and regulations, including alleged violations of antitrust laws, the FFDCA, the FCA, the Prescription Drug Marketing Act, anti-kickback laws, data and patient privacy laws, export and import laws, consumer protection laws, and other alleged violations in connection with the promotion of products for unapproved uses, pricing, and Medicare and/or Medicaid reimbursement. These laws are described in greater detail in the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States.” The DOJ and the SEC have also increased their focus on the enforcement of the FCPA, particularly as it relates to the conduct of pharmaceutical companies.

Many companies have faced government investigations or lawsuits by whistleblowers who bring a “qui tam” action under the FCA on behalf of themselves and the government for a variety of alleged improper promotional and marketing activities, including providing free product to customers expecting that the customers would bill the federal programs for the product, inflating prices reported to private price publication services, which are used to set drug reimbursement rates under government healthcare programs. In addition, the government and private whistleblowers have pursued FCA cases against pharmaceutical companies for causing false claims to be submitted as a result of the promotion and marketing of their products for unapproved uses or violations of the federal Anti-Kickback Statute, such as providing consulting fees, grants, free travel, and other benefits to physicians to induce them to prescribe the company’s products and providing assistance to patients with their insurance or co-insurance obligations and providing donations to third-party charities that provide patients with such assistance. Affiliates of Par Health have in the past been, and may in the future become, the subject of an FCA or other government investigation or whistleblower suit, and it may incur substantial legal costs (including settlement costs) and business disruption responding to any such investigation or suit, regardless of the outcome.

If Par Health is deemed to have failed to comply with any applicable laws, regulations, or government guidance, it could be subject to additional criminal and/or civil sanctions, including significant fines, damages, civil monetary penalties, and exclusion from participation in government healthcare programs, including Medicare and Medicaid, actions against executives overseeing Par Health’s business, consent decrees, and corporate integrity agreements pursuant to which its activities would be subject to ongoing scrutiny and monitoring to ensure compliance with applicable laws and regulations and/or burdensome remediation measures. Any such fines, awards, other sanctions, or required remediation could have an adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows. For additional information regarding various legal proceedings and claims, see the section of this Information Statement entitled “Legal Proceedings.”

Par Health has various contractual and court-ordered compliance obligations that, if violated, could result in monetary, injunctive or other penalties.

Par Health has various contractual and court-ordered compliance obligations, including pursuant to the Mallinckrodt OI. The Mallinckrodt OI, entered by the Delaware Bankruptcy Court in connection with the 2020 Plan, placed obligations on Mallinckrodt with respect to the operation of its opioid business and will subject Par Health to similar obligations following completion of the Spin-off. The Mallinckrodt OI is discussed in greater detail in the section of this Information Statement entitled “Risk Factors—Governmental investigations, inquiries, and regulatory actions and lawsuits brought against Par Health by government agencies and private parties, in addition to future legislative actions, with respect to Par Health’s manufacture or sale of opioids could adversely affect its reputation, business, financial condition, results of operations and cash flows.” Compliance with contractual and court-ordered obligations requires the expenditure of significant resources and management time. Further, the failure to comply with any of these obligations may result in adverse action by courts, one or more state Attorneys General, or other enforcement authorities; monetary, injunctive or other penalties; exclusion from participation in federal healthcare programs, including Medicare; increased legal fees and costs; negative publicity; and/or an increased risk of future lawsuits or other actions by third-parties.

Par Health faces significant competition and may not be able to compete effectively.

The industries in which Par Health operates are highly competitive. Competition takes many forms, such as price reductions on products that are comparable to Par Health’s, development of new or improved products, processes, or technologies that make Par Health’s products or proposed products less competitive or obsolete or acquisition or in-licensing of new products that may be more cost-effective than, or have performance superior, to Par Health’s products. Par Health’s failure to compete effectively could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

Par Health’s generic products face intense competition. As Par Health’s competitors introduce their own generic equivalents of our generic products, revenues and gross margin from such Par Health products generally decline, often rapidly. Revenues and gross margin derived from generic products often follow a pattern based on regulatory and competitive factors that we believe are unique to the generic pharmaceutical industry. As the patents for a brand name product or the statutory marketing exclusivity period (if any) expires, the first generic manufacturer to receive regulatory approval for a generic equivalent of the product is often able to capture a substantial share of the market. However, as other generic manufacturers receive regulatory approvals for their own generic versions, that market share, and the price of that product, will typically decline depending on several factors, including the number of competitors, the price of the branded product and the pricing strategy of the new competitors. This competition may limit the effectiveness of any price increases Par Health initiates. Competitors may elect to maintain a lower price point that may result in a decline in Par Health’s sales volume.

Our sterile injectables business faces competition from compounded drugs, which do not typically require the same R&D investments as either branded or generic drugs and, therefore, can compete favorably on price with generic versions of a drug. For additional details on the regulation of compounded drugs, see the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States.”

For further discussion on the competitive nature of Par Health’s business, as well as the intellectual property rights and market exclusivity that play a key role in Par Health’s business, see the sections of this Information Statement entitled “Description of the Business—Sales, Marketing and Customers” and “Description of Business—Intellectual Property.”

If pharmaceutical companies are successful in limiting the use of generics through their legislative, regulatory and other efforts, Par Health’s sales of generic products may suffer.

Many pharmaceutical companies increasingly have used state and federal legislative and regulatory means to delay generic competition. These efforts have included:

Brand-name pharmaceutical companies also have taken and may continue to take aggressive steps to hinder or delay competition from generic equivalents of their branded products through bringing litigation alleging patent infringement or other violations of intellectual property rights. The actions taken by competing brand-name pharmaceutical companies may increase the costs and risks associated with Par Health’s efforts to introduce generic products and may delay or prevent such introduction altogether. For example, if a brand-name pharmaceutical company’s patent were held to be valid and infringed by Par Health’s generic products in a particular jurisdiction, it would be required to either obtain a license from the patent holder or delay or cease the manufacture and sale of such generic product.

If pharmaceutical companies or other third-parties are successful in limiting the use of generic products through these or other means, Par Health’s sales of generic products and growth prospects to bring new products to market may decline, which could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Sales of Par Health’s products are affected by, and Par Health may be negatively impacted by any changes to, the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers. In addition, reimbursement criteria or policies and the use of tender systems outside the United States could reduce prices for Par Health’s products or reduce its market opportunities.

Sales of Par Health’s products depend, in part, on the extent to which the costs of its products are reimbursed by governmental health administration authorities, private health coverage insurers and other third-party payers. The ability of patients to obtain appropriate reimbursement for products and services from these third-party payers affects the selection of products they purchase and the prices they are willing to pay. In the United States, there have been, and Par Health expects there will continue to be, a number of state and federal proposals that limit the amount that third-party payers may pay to reimburse the cost of drugs. Par Health’s ability to commercialize its products depends, in part, on the extent to which reimbursement for the costs of these products is available from government healthcare programs, such as Medicaid and Medicare, private health insurers and others. Par Health cannot be certain that, over time, third-party reimbursements for Par Health’s products will be adequate for Par Health to maintain price levels sufficient for realization of an appropriate return on its investment. Furthermore, demand for new products may be limited unless Par Health obtains reimbursement approval from governmental and private third-party payers before introduction. Reimbursement criteria, which vary by country, are becoming increasingly stringent and require management expertise and significant attention to obtain and maintain qualification for reimbursement. If Par Health is unable to obtain, and then maintain favorable pricing and reimbursement status in countries that represent significant markets, its anticipated revenue from and growth prospects for its products in such countries could be negatively affected. See the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States” and “Description of the Business—Regulatory Matters—Outside the United States” for additional information.

With regard to private payers, reimbursement of highly specialized products is typically reviewed and approved or denied on a patient-by-patient, case-by-case basis, after careful review of details regarding a patient’s health and treatment history that is provided to the insurance carriers through a prior authorization submission and appeal submission, if applicable. During this case-by-case review, the reviewer may refer to coverage guidelines issued by that carrier. These coverage guidelines are subject to ongoing review by insurance carriers. Because of the large number of insurance carriers, there is a large number of guideline updates issued each year.

We also anticipate that the U.S. Congress, state legislatures, and federal and state regulators may adopt or accelerate adoption of new healthcare policies and reforms intended to regulate drug pricing or the way in which such prices are made available on the market. This includes efforts by individual states in the United States to pass legislation and implement regulations designed to control pharmaceutical and biological product pricing, such as by passing laws that regulate how manufacturers make the 340B ceiling price available on the market, and/or by establishing Prescription Drug Affordability Boards (or similar entities) which may review high-cost drugs, set upper payment limits, and implement marketing cost disclosure and transparency measures.

In addition, a number of markets outside the United States in which Par Health operates have implemented or may implement tender systems in an effort to lower prices. Under such tender systems, manufacturers submit bids which establish prices for products. The company that wins the tender receives preferential reimbursement for a period of time. Accordingly, the tender system often results in companies underbidding one another by proposing low pricing in order to win the tender. Certain other countries may consider implementation of a tender system. Even if a tender system is ultimately not implemented, the anticipation of such could result in price reductions. Failing to win tenders, or the implementation of similar systems in other markets leading to price declines, could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

Par Health is unable to predict what additional legislation or regulation or changes in third-party coverage and reimbursement policies may be enacted or issued in the future or what effect such legislation, regulation and policy changes would have on its business.

Par Health’s reporting and payment obligations under the Medicare and Medicaid rebate programs, and other governmental purchasing and rebate programs, are complex. Any determination of failure to comply with these obligations or those relating to healthcare fraud and abuse laws could have a material adverse effect on its business.

The regulations regarding reporting and payment obligations with respect to Medicare and Medicaid reimbursement programs, and rebates and other governmental programs, are complex. Because Par Health’s processes for these calculations and the judgments used in making these calculations involve subjective decisions and complex methodologies, these accruals may have a higher inherent risk for material changes in estimates. In addition, they are subject to review and challenge by the applicable governmental agencies, and it is possible that such reviews could result in material adjustments to amounts previously paid. For more information, see the section of this Information Statement entitled “Risk Factors—Sales of Par Health’s products are affected by, and Par Health may be negatively impacted by any changes to, the reimbursement practices of governmental health administration authorities, private health coverage insurers and other third-party payers. In addition, reimbursement criteria or policies and the use of tender systems outside the United States could reduce prices for Par Health’s products or reduce its market opportunities.”

Pricing and rebate calculations vary among products and programs. The calculations are complex and are often subject to interpretation by Par Health, governmental or regulatory agencies and the courts. If Par Health becomes aware that its Medicaid reporting for a prior period was incorrect, or has changed as a result of recalculation of the pricing data, Par Health is obligated to resubmit the corrected data. Such restatements and recalculations could increase Par Health’s costs for complying with the laws and regulations governing the Medicaid Drug Rebate Program. Any corrections to Par Health’s rebate calculations could result in an overage or underage in its rebate liability for past quarters, depending on the nature of the correction. Price recalculations also may affect the ceiling price at which Par Health is required to offer its products to covered entities under the 340B program, and may require Par Health to issue refunds to 340B program-covered entities, which can be costly and burdensome. It is unclear how these restatements will impact a manufacturer’s liability with respect to the Part B and Part D inflation rebates, passed as part of the Inflation Reduction Act.

Civil monetary penalties can be applied if a manufacturer is found to have made a misrepresentation in the reporting of its average sales price for each misrepresentation and for each day in which the misrepresentation was applied, or if the manufacturer is found to have charged 340B program covered entities more than the statutorily mandated ceiling price. In addition to retroactive rebates and the potential for 340B program refunds, if a manufacturer is found to have knowingly submitted false average manufacturer prices or best price information to the government, or to have misrepresented that information, the manufacturer may be liable for significant civil monetary penalties per item of false information. A manufacturer’s failure to submit monthly/quarterly average manufacturer price and best price data on a timely basis could result in a significant civil monetary penalty per day for each day the information is late beyond the due date. Such failures also could be grounds for CMS to terminate the manufacturer’s Medicaid drug rebate agreement, pursuant to which it participates in the Medicaid program, or, if the manufacturer fails to comply with 340B program requirements, the HRSA could decide to terminate its 340B program participation agreement. In the event that CMS terminates a manufacturer’s rebate agreement or HRSA terminates its 340B program participation agreement, no federal payments would be available under Medicaid or Medicare Part B for the manufacturer’s covered outpatient drugs. Finally, manufacturers that fail to offer discounts under the Medicare Part D manufacturer discount program or that fail to comply with Part D inflation rebate program requirements may be liable for additional civil monetary penalties.

CMS periodically issues updates to its regulations under the Medicaid Drug Rebate Program that could impact Par Health’s price reporting obligations in various ways. Par Health’s failure to comply with these price reporting requirements could negatively impact Par Health’s financial results. Regulatory and legislative changes, and judicial rulings relating to the Medicaid Drug Rebate Program and related policies (including coverage expansion), have increased and will continue to increase Par Health’s costs and the complexity of compliance, have been and will continue to be time-consuming to implement, and could have a material adverse effect on its results of operations, particularly if CMS or another agency challenges the approach Par Health takes in its implementation.

CMS and the OIG within HHS have pursued manufacturers that were alleged to have failed to report these data to the government in a timely manner. Governmental agencies may also make changes in program interpretations, requirements or conditions of participation, some of which may have implications for amounts previously estimated or paid. Manufacturers cannot guarantee that a submission will not be found by CMS to be incomplete or incorrect.

As discussed within the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States,” the Inflation Reduction Act established and altered a number of schemes and programs. Manufacturers may be subject to civil monetary penalties for certain violations of the negotiation and inflation rebate provisions and an excise tax during a noncompliance period under the negotiation program. Drug manufacturers may be subject to civil monetary penalties with respect to their compliance with the new Part D manufacturer drug discount program. Manufacturers thus could be subject to additional liability with respect to these programs, as well.

As discussed within the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States,” Par Health is required to participate in the FSS pricing program in order to maintain eligibility to have its products paid for with certain federal funds. Pursuant to applicable law, knowing provision of false information in connection with a non-FAMP in connection with the FSS program filing can subject a manufacturer to significant civil monetary penalties for each item of false information. The FSS contract also contains extensive disclosure and certification requirements. In addition, if Par Health overcharges the government in connection with the FSS contract or Tricare Retail Pharmacy Rebate Program, whether due to a misstated FCP or otherwise, Par Health will be required to refund the difference to the government. Failure to make necessary disclosures and/or to identify contract overcharges can result in allegations against Par Health under the FCA and other laws and regulations. Unexpected refunds to the government, and any response to government investigation or enforcement action, would be expensive and time-consuming, and could have a material adverse effect on its business, financial condition, results of operations and growth prospects.

Any governmental body or agency that has commenced, or may commence, an investigation or other claim or action of or against Par Health relating to the sales, marketing, pricing, quality or manufacturing of pharmaceutical products could seek to impose, based on a claim of violation of fraud and false claims laws or otherwise, civil and/or criminal sanctions, including fines, penalties and possible exclusion from federal healthcare programs including Medicare and Medicaid. Some of the applicable laws may impose liability even in the absence of specific intent to defraud. Furthermore, should there be ambiguity with regard to how to properly calculate and report payments, and even in the absence of any such ambiguity, a governmental authority may take a position contrary to a position Par Health has taken, and may impose civil and/or criminal sanctions. In addition, from time to time, state attorneys general have brought cases against pharmaceutical companies, reported false pricing information, including in connection with certain drugs that are reimbursable under Medicaid, resulting in overpayment by state Medicaid programs for those drugs, and generally seek monetary damages and attorneys’ fees. Any such penalties or sanctions that Par Health might become subject to could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

For any marketed drug products which are covered in the United States by federal or state healthcare programs, such as the Medicare and Medicaid programs, Par Health has various obligations, including government price reporting and rebate requirements, which generally require medicines be offered at substantial rebates and/or discounts to the government and certain private purchasers including “covered entities” purchasing under the 340B program. Some of these programs require submission of pricing data and calculation of discounts and rebates pursuant to complex statutory formulas, as well as entry into government procurement contracts governed by the Federal Acquisition Regulations, and the guidance governing such requirements is not always clear or precise. Compliance with such requirements can require significant investment in personnel, systems and resources, but failure to properly calculate Par Health’s prices, or offer required discounts or rebates, could subject Par Health to substantial penalties. One component of the rebate and discount calculations under the Medicaid and 340B programs, respectively, is the “additional rebate,” a complex calculation which is based, in part, on the extent that a branded drug’s price increases over time more than the rate of inflation (based on the Consumer Price Index for All Urban Consumers). Because, effective January 1, 2024, the Medicaid rebate amount is no longer capped at 100% of a drug’s “average manufacturer price,” this “additional rebate” calculation can result in an increase in Medicaid rebate liability beyond such price. In addition, this “additional rebate” calculation can result in a 340B ceiling price of one penny when such price calculates to less than $0.01.

Cost-containment efforts of Par Health’s customers, purchasing groups, third-party payers, and governmental organizations could materially adversely affect its business.

In an effort to reduce costs, many existing and potential customers for Par Health’s products within the United States are members of GPOs and integrated delivery networks (“IDNs”). GPOs and IDNs negotiate pricing arrangements with healthcare product manufacturers and distributors and offer the negotiated prices to affiliated hospitals and other members. GPOs and IDNs typically award contracts on a category-by-category basis through a competitive bidding process. Bids are generally solicited from multiple manufacturers with the intention of driving down pricing. Due to the highly competitive nature of the GPO and IDN contracting processes, there is no assurance that Par Health will be able to obtain or maintain contracts with major GPOs and IDNs across Par Health’s product portfolio. Furthermore, the increasing leverage of organized buying groups may reduce market prices for Par Health’s products, thereby reducing its profitability. While having a contract with a GPO or IDN for a given product can facilitate sales to members of that GPO or IDN, having a contract is no assurance that sales volume of those products will be maintained. GPOs and IDNs increasingly are awarding contracts to multiple suppliers for the same product category. Even when Par Health is the sole contracted supplier of a GPO or IDN for a certain product, members of the GPO or IDN generally are free to purchase from other suppliers. Furthermore, GPO and IDN contracts typically are terminable without cause upon 60 to 90 days’ prior notice. Accordingly, Par Health’s net sales and results of operations may be negatively affected by the loss of a contract with a GPO or IDN. In addition, although Par Health has contracts with many major GPOs and IDNs, the members of such groups may choose to purchase from its competitors, which could result in a decline in its net sales. Distributors of Par Health’s products have and may continue to form strategic alliances and negotiate terms of sale more aggressively in an effort to increase their profitability. Failure to negotiate distribution arrangements having advantageous pricing and other terms of sale could cause Par Health to lose market share to its competitors or result in lower pricing on volume it retains, both of which could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows. Outside the United States, Par Health has experienced pricing pressure due to the concentration of purchasing power in centralized governmental healthcare authorities and increased efforts by such authorities to lower healthcare costs. Par Health frequently is required to engage in competitive bidding for the sale of its products to governmental purchasing agents. Par Health’s failure to maintain volume and pricing with historical or anticipated levels could materially adversely affect its business, financial condition, results of operations and cash flows.

Extensive laws and regulations govern the industry in which Par Health operates and any failure to comply with such laws and regulations, including any changes to those laws and regulations, may materially adversely affect Par Health.

The testing, development, manufacture, quality control, safety, effectiveness, approval, labeling, storage, record keeping, reporting, import, export, marketing, sale, promotion, and distribution of Par Health’s products are subject to comprehensive government regulations that govern and influence the development, testing, manufacturing, processing, packaging, holding, record keeping, safety, efficacy, approval, advertising, promotion, sale, distribution and import/export of Par Health’s products.

Under these laws and regulations, Par Health is subject to periodic inspection of its facilities, procedures and operations and/or the testing of its products by the FDA, the DEA and similar authorities within and outside the United States, which conduct periodic inspections to confirm that Par Health is in compliance with all applicable requirements. Par Health is also required to monitor, track, and report adverse events and product quality problems associated with its products to the FDA and other regulatory authorities including the competent authorities of the EU member states on behalf of the EMA and the competent authorities of other European countries. Failure to comply with the requirements of the FDA or other regulatory authorities, including a failed inspection, a failure to comply with product quality reporting requirements, such as submission of field alert reports, or a failure in Par Health’s adverse event reporting system, or any other unexpected or serious health or safety concerns associated with its products, including its opioid pain products, could result in adverse inspection reports, warning letters, product recalls or seizures, product liability claims, labeling changes, monetary sanctions, injunctions to halt the manufacture and distribution of products, civil or criminal sanctions, refusal of a government to grant approvals or licenses, restrictions on operations, or withdrawal of existing approvals and licenses. For instance, in the EU, the EMA’s Pharmacovigilance Risk Assessment Committee may propose to the Committee for Medicinal Products for Human Use that the authorization holder be required to take specific steps or advise that the existing marketing authorization be varied, suspended, or revoked. Any of these actions could cause a loss of customer confidence in Par Health’s products, which could adversely affect its sales, or otherwise have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows. In addition, the requirements of regulatory authorities, including interpretative guidance, are subject to change, and compliance with additional or changing requirements or interpretative guidance may subject Par Health to further review, result in product delays, or otherwise increase its costs, and thus have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

Furthermore, the FDA and various foreign regulatory authorities approve drugs for the treatment of specific indications, and products may be promoted or marketed only for the indications for which they have been approved. See the section of this Information Statement entitled “Description of the Business—Regulatory Matters—United States” for additional information. The laws and regulations relating to the promotion of products for unapproved uses are complex and subject to substantial interpretation by the FDA and other governmental agencies. Promotion of a product for unapproved use is prohibited; however, certain activities related to unapproved uses that Par Health and others in the pharmaceutical industry engage in are permitted by the FDA. Par Health has compliance programs in place, including policies, training and various forms of monitoring, designed to address these risks. Nonetheless, these programs and policies may not always protect Par Health from conduct by individual employees that violate these laws. If the FDA or any other governmental agency initiates an enforcement action against Par Health and it is determined that it violated prohibitions relating to the promotion of products for unapproved uses in connection with past or future activities, Par Health could be subject to substantial civil or criminal fines or damage awards and other sanctions, such as consent decrees and corporate integrity agreements pursuant to which its activities would be subject to ongoing scrutiny and monitoring to ensure compliance with applicable laws and regulations. Any such fines, awards or other sanctions could have an adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Par Health’s approved products, if successfully developed and approved, may cause undesirable side effects that limit their commercial profile, delay or prevent further development or regulatory approval, cause regulatory authorities to require labeling statements, such as boxed warnings or a REMS, or result in other negative consequences.

Par Health may observe undesirable side effects or other potential safety issues in clinical trials for Par Health’s product candidates, as part of an expanded access program or in commercial use or post-approval studies of any approved product. Clinical trials by their nature utilize a sample of the potential patient population. With a limited number of patients and limited duration of exposure, certain side effects of Par Health’s product candidates, if successfully developed and approved, may be uncovered only with a larger number of patients exposed to the product. Those side effects could be serious or life-threatening. If Par Health or others identify undesirable side effects caused by Par Health’s products:

Par Health believes that any of these events could prevent it from achieving or maintaining market acceptance of the affected products, could substantially increase the risks and costs of developing its product candidates or commercializing its approved products, and could significantly adversely impact its ability to successfully develop products, gain regulatory approval for product candidates, and commercialize its approved products, which could significantly adversely impact its ability to generate revenues.

Par Health may be unable to successfully develop, commercialize or launch new products or expand commercial opportunities for existing products or adapt to a changing technology and, as a result, its business may suffer.

Par Health’s future results of operations will depend, to a significant extent, upon its ability to successfully develop, commercialize and launch new products or expand commercial opportunities for existing products in a timely manner. There are numerous difficulties in developing, commercializing and launching new products or expanding commercial opportunities for existing products, including:

As a result of these and other difficulties, products currently in development by Par Health may or may not receive timely regulatory approvals, or approvals at all. This risk is heightened with respect to the development of proprietary branded products due to the uncertainties associated with the results of clinical trials, the costs and length of time associated with R&D of such products and the uncertainty of market acceptance. Moreover, the FDA regulates the facilities, processes and procedures used to manufacture and market pharmaceutical products in the U.S. manufacturing facilities must be registered with the FDA and all products made in such facilities must be manufactured in accordance with cGMP regulations enforced by the FDA. Compliance with cGMP regulations requires significant expenditures and the dedication of substantial resources. Before approval of any product, the FDA typically inspects both the facilities and procedures of Par Health and the manufacturing facilities for Par Health’s products to ensure compliance with regulatory standards, and those inspections are also conducted periodically once a product is approved. The FDA may also cause a suspension or withdrawal of product approvals if regulatory standards are not maintained. In the event an approved manufacturing facility for a particular drug is required by the FDA to curtail or cease operations, or otherwise becomes inoperable, obtaining the required FDA authorization to manufacture at the same or a different manufacturing site could result in production delays, which could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows. If Par Health or the manufacturing facilities for Par Health’s products fail to comply with applicable regulatory requirements, a regulatory authority may, among other things:

The occurrence of any event or penalty described above may inhibit or preclude Par Health’s ability to commercialize its products and generate revenue.

Advertising and promotion of Par Health’s products is heavily scrutinized by, among others, the FDA, the DOJ, the OIG within the HHS, state Attorneys General, the U.S. Congress and the public. Failure to comply with applicable FDA requirements and restrictions in this area may subject a company to adverse publicity and enforcement action, including enforcement letters, inquiries and investigations, and civil and criminal sanctions by the FDA or other government agencies.

Furthermore, the market perception and reputation of Par Health and its products are important to Par Health’s business and the continued market acceptance of its products. Any negative press reports or other commentary about Par Health or its products, whether accurate or not, could have a material adverse effect on Par Health’s business, reputation, financial condition, results of operations, or cash flows or could cause the market value of its ordinary shares and/or debt securities to decline.

With respect to generic products for which Par Health is the first developer to have its application accepted for filing by the FDA, and which filing includes a Paragraph IV certification, Par Health’s ability to obtain and realize the full benefits of 180 days of market exclusivity is dependent upon a number of factors including, being the first to file, the result of any litigation that might be brought against Par Health due to its filing and Paragraph IV certification, or not meeting regulatory, manufacturing or quality requirements or standards. If any of its drug applications are not timely approved, or if Par Health is unable to obtain and realize the full benefits of the respective market exclusivity period for its products, or if its products cannot be successfully manufactured or commercialized timely, its results of operations could be materially adversely affected. In addition, Par Health cannot guarantee that any investment Par Health makes in developing products will be recouped, even if Par Health is successful in commercializing those products. Finally, once developed and approved, new products may fail to achieve commercial acceptance due to various factors, including the price of the product, third-party reimbursement of the product, and the ineffectiveness of sales, marketing and distribution efforts to support the product.

Because Par Health has limited financial and management resources, Par Health focuses on a limited number of commercial and R&D programs. As a result, Par Health may forgo or delay pursuit of opportunities with other products or product candidates that later prove to have greater commercial potential. Par Health may focus its efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful and may not yield any commercially viable products. Par Health’s resource allocation decisions may cause it to fail to capitalize on other viable opportunities. If Par Health does not accurately evaluate the commercial potential or target market for a particular product candidate, it may relinquish valuable rights through future collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for Par Health to retain such sole development and commercialization rights. If any of these events occur, it may have a material adverse effect on Par Health’s business.

Par Health’s customer concentration may materially adversely affect its business.

Par Health sells a significant amount of its products to a limited number of national drug wholesalers and large pharmacy chains, and contracts with large GPOs for hospitals. In turn, these parties supply products, or contract products, to Par Health’s end user customers, which include pharmacies, hospitals, governmental agencies, and physicians. As further discussed in the section of this Information Statement entitled “Description of Business—Sales, Marketing and Customers,” sales to certain of these parties that supply Par Health products to many end user customers accounted for 10.0% or more of Par Health’s total net sales. If Par Health were to lose the business of any one of these parties, or if any one of these parties failed to fulfill its obligations, experienced difficulty in paying Par Health on a timely basis, or negotiated lower pricing terms, it could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

Par Health’s product concentration may materially adversely affect its business.

Par Health sells a wide variety of products, including generic pharmaceuticals (including APIs) and sterile injectables businesses. However, a small number of relatively significant products represent a significant percentage of Par Health’s net sales. Par Health’s ability to maintain and increase net sales from these products depends on several factors, including:

Par Health may be unable to protect its intellectual property rights successfully, intellectual property rights may be limited or Par Health may be subject to claims that it infringes on the intellectual property rights of others.

Par Health relies on a combination of patents, trademarks, copyrights, trade secrets, and proprietary information, including confidential business information, show-how and know-how, in addition to any market exclusivity gained from the regulatory approval process to support its business strategy. However, Par Health’s efforts to protect its intellectual property rights may not be sufficient. If Par Health does not obtain sufficient protection for its intellectual property; or if Par Health is unable to enforce its intellectual property rights successfully; or if there is a change in the way courts and regulators interpret the laws, rules and regulations applicable to its intellectual property, its competitiveness could be impacted, which could adversely affect its competitive position, business, financial condition, results of operations and cash flows.

Par Health’s pending patent applications may not result in the issuance of patents, may result in patents with suboptimal claim scope, or the patents issued to or licensed by Par Health in the past or in the future may be challenged or circumvented by competitors. Existing patents may be found to be unenforceable, invalid or too narrow to exclude Par Health’s competitors from using methods or making or selling products similar to those covered by its patents and patent applications. Regulatory agencies may refuse to grant Par Health the market exclusivity that it was anticipating, may refuse to grant the patent term extensions or adjustments it was anticipating, may deny the petitions it submitted in good faith, or may unexpectedly grant market exclusivity rights to other parties. In addition, Par Health’s ability to obtain and enforce intellectual property rights is limited by the unique laws of each country. In some countries, it may be particularly difficult to adequately obtain or enforce intellectual property rights (and in some cases such analog rights may not exist in the given jurisdiction), which could make it easier for competitors to capture market share in such countries by utilizing technologies and product features that are similar or identical to those developed or licensed by Par Health. Competitors also may harm Par Health’s sales by designing products or developing uses and methods that mirror the capabilities of its products or technology without infringing Par Health’s patents. Competitors may diminish the value of Par Health’s trade secrets by reverse engineering or by independent invention. Additionally, current or former employees, partners or other parties in similar positions of trust with Par Health may improperly disclose or otherwise misappropriate such trade secrets, or other confidential information, for the benefit of competitors or other third-parties, damage in view of which cannot be recouped even with a favorable judgment in a misappropriation case filed by Par Health. Par Health may not even become aware of any such improper disclosure or use, and, in the event Par Health does become aware, it may not have an adequate remedy available to it. Par Health operates in an industry characterized by extensive patent litigation and proceedings, whether in the courts, the ITC, or the USPTO, and Par Health may from time to time be a party to such litigation or proceedings.

The pursuit of or defense against patent infringement litigation as well as involvement in USPTO proceedings and other actions are costly and time-consuming and Par Health may not know or be able to reasonably anticipate or predict the outcomes of such litigation or proceedings for protracted periods of time. Par Health may be unsuccessful in its efforts to enforce its patent or other intellectual property rights and may be unsuccessful in its attempt to settle or otherwise advantageously dispose of any such litigation or proceeding. In addition, patent litigation against Par Health as a defendant can result in significant damage awards, including the possibility of treble damages and injunctions in the instances of an exemplary case determination. Additionally, Par Health could be forced to stop manufacturing and selling certain products, could be forced to recall certain products, or Par Health may need to enter into settlement agreements that require Par Health to make significant royalty or up-front payments in order to continue selling the affected products. Given the nature of its industry, Par Health is likely to face additional claims of patent infringement in the future and is likely to be required to enforce its own intellectual property claims against third-parties. A successful claim of patent or other intellectual property infringement against Par Health with a material damages ruling or material equitable remedy granted could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

Par Health’s competitors or other third-parties may allege that it is infringing their intellectual property, forcing it to expend substantial resources in litigation, the outcome of which is uncertain. Any unfavorable outcome of such litigation, including losses related to “at-risk” product launches, could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Companies that produce branded pharmaceutical products routinely bring litigation against ANDAs that seek regulatory approval to manufacture and market generic forms of branded products, alleging patent infringement or other violations of intellectual property rights. Patent holders may also bring patent infringement suits against companies that are currently marketing and selling approved generic products. Litigation often involves significant expense. Additionally, if the patents of others are held valid, enforceable and infringed by Par Health’s current products or future product candidates, it would, unless it could obtain a license from the patent holder, need to delay selling Par Health’s corresponding generic product and, if already selling the product, cease selling and potentially destroy existing product stock. Additionally, Par Health could be required to pay monetary damages or royalties to license proprietary rights from third-parties and Par Health may not be able to obtain such licenses on commercially reasonable terms or at all.

There may be situations in which Par Health may make business and legal judgments to market and sell products that are subject to claims of alleged patent infringement before final resolution of those claims by the courts based upon Par Health’s belief that such patents are invalid, unenforceable or are not infringed by Par Health’s marketing and sale of such products. This is commonly referred to in the pharmaceutical industry as an “at-risk” launch. The risk involved in an at-risk launch can be substantial because, if a patent holder ultimately prevails against us, the remedies available to such holder may include, among other things, damages calculated based on the profits lost by the patent holder, which can be significantly higher than the profits Par Health makes from selling the generic version of the product. Moreover, if a court determines that such infringement is willful, the damages could be subject to trebling. Par Health could face substantial damages from adverse court decisions in such matters. Par Health could also be at risk for the value of such inventory that Par Health is unable to market or sell.

Clinical studies required for Par Health’s product candidates are expensive and their outcome is highly uncertain. If any such studies are delayed or yield unfavorable results, regulatory approval for Par Health’s product candidates or new indications of its marketed products may be delayed or become unobtainable.

Par Health must conduct extensive testing of its product candidates before Par Health can obtain regulatory approval to market and sell them. In order to market these products in the United States for any other indications, Par Health will need to conduct appropriate clinical trials, obtain positive results from those trials, and obtain regulatory approval for such proposed indications. Conducting such studies is an expensive process and obtaining regulatory approval is uncertain. The regulatory review and approval process to obtain marketing approval requires the expenditure of substantial resources.

These tests and trials may not achieve favorable results for many reasons, including, among others, failure of the product candidate to demonstrate safety or efficacy, the development of serious or life-threatening adverse events (or side effects) caused by or connected with exposure to the product candidate (or prior or concurrent exposure to other products or product candidates), difficulty in enrolling and maintaining subjects in a clinical trial, lack of sufficient supplies of the product candidate or comparator drug, lack of sufficient funding to support a trial through its conclusion, and the failure of clinical investigators, trial monitors, contractors, consultants, or trial subjects to comply with the trial plan, protocol, or applicable regulations related to GLPs or GCPs. A clinical trial may fail because it did not include and retain a sufficient number of patients to detect the endpoint being measured or reach statistical significance. The FDA and other regulatory authorities have substantial discretion in the approval process and may refuse to accept any application or may decide that any data submitted is insufficient for approval and require additional studies or clinical trials or varying interpretations of the data obtained from clinical testing could delay, limit or prevent regulatory approval of product candidate.

Par Health will need to reevaluate any drug candidate that does not test favorably and either conduct new studies, which are expensive, or abandon that drug development program. The failure of clinical trials to demonstrate the safety and effectiveness of Par Health’s product candidates for the desired indication(s) would preclude the successful development of those candidates for such indication(s), which would have a material adverse effect on its business, financial condition, results of operations and cash flows.

Par Health may incur litigation liability, including product liability losses.

Par Health may become involved in various legal proceedings and government inquiries and investigations, including with respect to, but not limited to, patent infringement, product liability, personal injury, antitrust matters, breach of contract, Medicare and Medicaid reimbursement claims, opioid-related matters, promotional practices, compliance with laws relating to the manufacture and sale of products including controlled substances, and any challenges to orders issued in the Endo Bankruptcy Proceedings, 2020 Bankruptcy Proceedings, and the 2023 Bankruptcy Proceedings. Such proceedings, inquiries and investigations may involve claims for, or the possibility of, fines and penalties involving substantial amounts of money or other relief, including, but not limited to civil or criminal fines and penalties, changes in business practices and exclusion from participation in various government healthcare-related programs. Some of Par Health’s existing legal proceedings, inquiries and investigations and related matters are described in the section of this Information Statement entitled “Legal Proceedings.” If existing or future legal proceedings, inquiries or investigations were to result in an adverse outcome, the impact could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows. Even if one or more of these matters do not result in a direct adverse outcome, they could lead to distraction of management, the incurrence of additional costs and damage to Par Health’s reputation, among other potential results that could have a material adverse effect on its business.

With respect to product liability and clinical trial risks, in the ordinary course of business Par Health is subject to liability claims and lawsuits, including potential class actions, alleging that Par Health’s marketed products or products in development have caused, or could cause, serious adverse events or other injury. Side effects or adverse events known or reported to be associated with, or manufacturing defects in, the products sold by Par Health could exacerbate a patient’s condition, or could result in serious injury or impairment or even death. This could result in product liability claims against Par Health and/or recalls of one or more of its products. In many countries, including in EU member states, national laws provide for strict (no-fault) liability that applies even where damages are caused both by a defect in a product and by the act or omission of a third-party. Any such claim brought against Par Health, with or without merit, could be costly to defend and could result in an increase in Par Health’s insurance premiums. Par Health believes its current coverage level is adequate to address its current risk exposure related to product liability claims and lawsuits. However, some claims, such as those brought against Par Health related to its sale of opioids, might not be covered by its insurance policies. Moreover, where the claim is covered by its insurance, if its insurance coverage is inadequate, Par Health would have to pay the amount of any settlement or judgment that is in excess of its policy limits. Par Health may not be able to obtain insurance on terms acceptable to Par Health or at all since insurance varies in cost and can be difficult to obtain. Par Health’s failure to maintain adequate insurance coverage or successfully defend against product liability claims could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Par Health’s operations expose Par Health to the risk of violations of applicable health, safety and environmental laws and regulations and related liabilities and litigation.

Par Health is subject to numerous federal, state, local, and non-U.S. environmental protection and health and safety laws and regulations governing, among other things:

Par Health may not have been, or it may not at all times be, in full compliance with environmental and health and safety laws and regulations. In the event a regulatory authority concludes that Par Health is not in full compliance with these laws, it could be fined, criminally charged or otherwise sanctioned. Environmental laws are becoming more stringent, including outside the United States, resulting in increased costs and compliance burdens.

Certain environmental laws assess liability on current or previous owners of real property and current or previous owners or operators of facilities for the costs of investigation, removal, or remediation of hazardous substances or materials at such properties or at properties at which parties have disposed of hazardous substances. Liability for investigative, removal and remediation costs under certain federal and state laws is retroactive, strict (i.e., can be imposed regardless of fault) and joint and several. In addition to cleanup actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances. Par Health has, from time to time, received notification from the U.S. Environmental Protection Agency (“EPA”) and similar state environmental agencies that conditions at a number of sites where the disposal of hazardous substances has taken place require investigation, cleanup, and other possible remedial action. These agencies may require that Par Health reimburse the government for its costs incurred at these sites or otherwise pay for the costs of investigation and cleanup of these sites, including by providing compensation for natural resource damage claims arising from such sites. Primarily due to past operations, operations of predecessor companies or past disposal practices, Par Health has projects underway at a number of current and former manufacturing facilities as well as former disposal sites to investigate and remediate environmental contamination resulting from past operations, as further described in the section of this Information Statement entitled “Legal Proceedings.”

In the ordinary course of its business planning process, Par Health takes into account its known environmental matters as it plans for its future capital requirements and operating expenditures. The ultimate cost of site cleanup and timing of future cash outflows is difficult to predict, given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods. Based upon information known to date, Par Health believes its current capital and operating plans are adequate to address costs associated with the investigation, cleanup and potential remedial action for its known environmental matters.

While Par Health has planned for future capital and operating expenditures to comply with environmental laws, its costs of complying with current or future environmental protection and health and safety laws and regulations, or its liabilities arising from past or future releases of, or exposures to, hazardous substances may exceed its estimates or could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows. Par Health may also be subject to additional environmental claims for personal injury or cost recovery actions for remediation of facilities in the future based on its past, present or future business activities.

If Par Health is unable to attract and retain key scientific, technical, regulatory, compliance, and commercial personnel, it may be unable to maintain or expand its business.

Because of the specialized scientific nature of its business, Par Health’s ability to develop products and to compete with Par Health’s current and future competitors will remain highly dependent, in large part, upon its ability to attract and retain qualified scientific, technical, regulatory, compliance, and commercial personnel. The loss of key scientific, technical, regulatory, compliance, and commercial personnel, or the failure to recruit additional key scientific, technical, regulatory, compliance, and commercial personnel, could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows. There is intense competition for qualified personnel in Par Health’s industry, and Par Health may not be able to continue to attract and retain the qualified personnel necessary for the development or operation of its business.

Additionally, the Spin-off may lead to changes in employee roles, reporting structures or management oversight, which could lead to increased uncertainty or dissatisfaction. There is a risk that Par Health’s existing employees could leave Par Health due to perceived instability or reduction in growth opportunities, which may impact the continuity of Par Health’s operations. Furthermore, in connection with the Spin-off, Par Health and Mallinckrodt will enter into a transition services agreement (“TSA”) in which Par Health and Mallinckrodt agree to provide certain services for a transitional period to each other and each other’s subsidiaries. These transition services could involve temporary shifts in workload or increased responsibilities for current Par Health employees. This could contribute to employee dissatisfaction and increased risk of employee turnover, which may hinder Par Health’s ability to execute its business strategies during and after the Spin-off.

Par Health’s business depends on the continued effectiveness and availability of its information technology infrastructure, and failures of this infrastructure could harm its operations.

Significant disruptions to Par Health’s information technology systems or other cybersecurity incidents affecting information security could adversely affect its business. To remain competitive in its industry, Par Health must employ information technologies to support manufacturing processes, quality processes, distribution, financial reporting, as well as R&D and regulatory applications that capture, manage and analyze data generated in clinical trials, and it is critical that Par Health does so in a secure manner to maintain the confidentiality, integrity, and availability of such information systems, operational technologies, and data. Par Health also relies extensively on technology to allow concurrent work sharing around the world. As with all information technology, Par Health’s systems are vulnerable to potential damage or interruptions from natural disasters, power outages, telecommunications failures, and other unexpected events, as well as physical and cyber intrusions, sabotage, piracy, or intentional acts of vandalism and the potential risks associated with the deployment and use of artificial intelligence (“AI”) systems. Given the extensive reliance of Par Health’s business on technology, any substantial disruption or resulting loss of data that is not avoided or corrected by its backup measures could harm its business, financial condition, results of operations and cash flows.

Par Health also has outsourced significant elements of its operations to third parties, some of which are outside the United States. As a result, Par Health is managing many independent vendor relationships with third parties who may or could have access to its confidential information and systems. Furthermore, pursuant to the TSA, Mallinckrodt will provide Par Health with information technology infrastructure and applications support following the closing of the Spin-off. The size and complexity of Par Health’s information technology systems, and those of the third parties with whom Par Health contracts, make such systems and data potentially vulnerable to service interruptions and other cybersecurity incidents. Par Health and such third parties could be susceptible to third-party attacks on its information systems, which attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including insiders, hacktivists, criminal groups, nation states, and others.

Maintaining the secrecy of all Par Health’s confidential, proprietary, and/or trade secret information is important to its competitive business position. However, such information can be difficult to protect. While Par Health has taken steps to protect such information and made considerable investments in information technology, there can be no assurance that Par Health’s efforts will prevent service interruptions or other cybersecurity incidents affecting its systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information, including those caused by its own employees or others to whom Par Health has granted access to its systems, that could adversely affect its business operations or result in the loss, dissemination, or misuse of critical or sensitive information. As part of risk management processes, Par Health maintains cybersecurity insurance that provides coverage for certain costs related to cybersecurity incidents. However, the amount or type of coverage may not be sufficient to address costs for handling an incident, or future changes may occur to insurance coverage. A cybersecurity incident such as the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation, or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, human error, sabotage, industrial espionage, fraud, trickery, or other forms of deception, AI control failure, or for any other cause, could enable others to produce competing products, use Par Health’s proprietary technology or information, and/or adversely affect its business position. Further, any such event could result in financial, legal, business, and reputational harm to Par Health and could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Par Health faces risks related to its collection and use of data, which could result in investigations, inquiries, litigation, fines, legislative, and regulatory action.

Par Health may be subject to laws and regulations governing the privacy and security of health-related and other personal data it collects and maintains, including the GDPR, EU AI Act, Section 5 of the FTC Act, HIPAA, the CCPA as amended by the CPRA, and other state comprehensive privacy laws, consumer protection laws, and consumer health privacy laws. Any failure by Par Health or any of its third-party service providers to follow such laws could result in significant liability or reputational harm under such state, federal and international privacy, data protection and other laws. The landscape of federal and state laws regulating personal data is constantly evolving, and compliance with these laws requires a flexible privacy framework and substantial resources, and compliance efforts will likely be an increasing and substantial cost in the future.

Some of Par Health’s products are regulated as controlled substances, the making, use, sale, importation, exportation, and distribution of which are subject to significant regulation by the DEA and other regulatory agencies and authorities.

The DEA is the U.S. federal agency responsible for domestic enforcement of the CSA. The CSA classifies drugs and other substances based on identified potential for abuse. Schedule I controlled substances, such as heroin and LSD, have a high abuse potential and have no currently accepted medical use; thus, they cannot be lawfully marketed or sold. Some of Par Health’s products are considered controlled substances under the CSA. Schedule II controlled substances include molecules used in our opioid products such as codeine, oxycodone, morphine and hydrocodone, molecules used in our attention deficit/hyperactivity disorder (“ADHD”) products such as amphetamine, methylphenidate, dexmethylphenidate, and molecules used in our addiction treatment products such as methadone. Schedule III controlled substances include buprenorphine and ketamine, Schedule IV controlled substances include methohexital, clonazepam, phenobarbital, and zolpidem. The manufacturing, shipping, distribution, import, export, packaging, storing, prescribing, dispensing, selling, and use of controlled substances are subject to additional regulations, including under the CSA and DEA regulations. These regulations increase the personnel needs and the expense associated with commercialization of products. Because of their restrictive nature, these laws and regulations could also limit commercialization of Par Health’s controlled substance products. Failure by Par Health, or any of the third-party manufacturers that it relies on, to comply with these laws and regulations could also result in loss of DEA registrations, disruption in manufacturing and distribution activities, consent decrees, criminal and civil penalties, and state actions, among other consequences.

In addition, the DEA conducts periodic inspections of registered establishments that handle controlled substances and has stringent regulations on those establishments to prevent loss and diversion. Failure by Par Health, or any of the third-party manufacturers that it relies on, to maintain compliance with these regulations, particularly as manifested in loss or diversion, can result in regulatory action. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal proceedings.

Various states also independently regulate controlled substances. Though state-controlled substances laws often mirror federal law, because states are separate jurisdictions, they may separately schedule drugs as well. While some states automatically schedule a drug when the DEA does so, in other states there must be a rulemaking or a legislative action. Many states require separate state registrations in order to be able to obtain, manufacture, handle, distribute, and dispense controlled substances for clinical trials or commercial sale, and failure by Par Health, or any of the third-party manufacturers that it relies on, to meet applicable regulatory requirements could lead to enforcement and sanctions from the states in addition to those from the DEA or otherwise arising under federal law.

APIs imported into the EU must be certified as complying with the good manufacturing practice standards established by the EU, as stipulated by the International Conference for Harmonization. These regulations place the certification requirement on the regulatory bodies of the exporting countries. Accordingly, the national regulatory authorities of each exporting country must: (i) ensure that all manufacturing plants within their borders that export API into the EU comply with EU manufacturing standards, and (ii) for each API exported, present a written document confirming that the exporting plant conforms to EU manufacturing standards. The imposition of this responsibility on the governments of the nations exporting API may cause a shortage of API necessary to manufacture Par Health products, as certain governments may not be willing or able to comply with the regulation in a timely fashion, or at all.

From time to time, regulatory actions impose additional costs on manufacturers.

On October 31, 2024, the FDA approved a modification to the OA REMS to require manufacturers of opioid analgesics dispensed in outpatient settings to make prepaid mail-back envelopes available to dispensing pharmacies as a new drug disposal option for patients. Manufacturers participating in the OA REMS are required to comply with this measure as of March 31, 2025. To date, the initial compliance costs have not been material. However, the compliance costs could increase depending on the extent to which pharmacies and other dispensers elect to utilize these prepaid mail-back envelopes. Increased compliance costs could negatively impact our results of operations if we are unable to pass such costs to our customers. At this time, we are unable to estimate the potential impact of this measure.

Compliance with the Drug Supply Chain Security Act (“DSCSA”) requirements for product tracking and tracing may increase Par Health’s operational expenses and impose significant administrative burdens. As a result of these and other new requirements implemented by the government, Par Health may determine to change its current manner of operation, provide additional benefits or change its contract arrangements, any of which could have a material adverse effect on its business, financial condition and results of operations. In addition, the failure of any of Par Health’s trading partners (wholesale distributors, repackagers, dispensers, or third-party logistics providers) to comply with the DSCSA requirements may have an adverse effect on its business.

The DEA regulates the availability of controlled substances, including API, drug products under development and finished dose products.

The DEA regulates the availability of API, products under development, and marketed drug products that are in the Schedule II category by setting annual quotas. Par Health must periodically apply to the DEA for manufacturing quota to manufacture API and for procurement quota to manufacture finished dose products in our ADHD, addiction treatment and opioids product families. Given that the DEA has discretion to grant or deny manufacturing and procurement quota requests by Par Health or any of the third-party manufacturers that it relies on, the quota the DEA grants may be insufficient to meet Par Health’s customers’ needs. Over the past several years and into 2025, the DEA has reduced the amount aggregate quota available to manufacture certain opioid medications. (In other instances, such as for lisdexamfetamine, a molecule used in some ADHD medicines, the DEA has increased the aggregate quota available.) The DEA could take similar actions in the future to further reduce the aggregate quota amount. Future delay or refusal by the DEA to grant, in whole or in part, quota requests by Par Health or any of the third-party manufacturers that it relies on could delay or result in stopping the manufacture of Par Health’s current drug products, new product launches or the conduct of bioequivalence studies and clinical trials. Such delay or refusal also could require Par Health to allocate drug products among its customers. The DEA could also delay or refuse to provide customers who purchase API from Par Health with sufficient quota. Any of these factors could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

The manufacture of Par Health’s products is highly exacting and complex, and its business could suffer if Par Health, its suppliers, manufacturers, distributors, or collaboration partners encounter manufacturing, supply, or other problems.

The manufacture of Par Health’s products is highly exacting and complex, due in part to strict regulatory and manufacturing requirements. Many Par Health manufacturing sites are large in scale and complex in operations and therefore require continued investments in quality management and maintenance. These manufacturing sites have multi-year capital plans and risk assessments, but unplanned maintenance activities can have an adverse impact on cash flow projections and production plans. In addition, Par Health relies on third-party suppliers, manufacturers, distributors, and collaboration partners to provide services for certain core aspects of Par Health’s business, including supply and manufacture of key starting materials, components, and APIs used in its products and in its product development activities, packaging, shipping, warehousing and distribution.

Manufacturing complex pharmaceutical products carries inherent risk. Problems may arise during manufacturing for a variety of reasons including equipment malfunction, failure to follow specific protocols and procedures, defective raw materials, and environmental factors. If a batch of finished product fails to meet quality standards during a production run, then that entire batch of product may have to be discarded. These problems could lead to launch delays, product shortages, backorders, increased costs (including contractual damages for failure to meet supply requirements), lost revenue, damage to Par Health’s reputation and customer relationships, time and expense spent investigating, correcting, and preventing the root causes and, depending on the root causes, similar losses with respect to other products. If manufacturing problems are not discovered before the product is released to the market, Par Health also could incur product recall and product liability costs. If Par Health incurs a product recall or product liability costs involving one of its products, such product could receive reduced market acceptance, thereby reducing product demand and could harm its reputation and its ability to market its products in the future. Significant manufacturing problems could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

Additionally, Par Health and its third-party suppliers and contractors are subject to FDA, DEA, state and foreign regulatory, and legal requirements. Any failure by Par Health or Par Health’s third-party manufacturers to comply with cGMP or failure to scale up manufacturing processes for any investigational product candidates, including any failure to deliver sufficient quantities of Par Health’s investigational product candidates in a timely manner, could lead to a delay in, or failure to obtain, regulatory approval of its investigational products. In addition, any failures by Par Health or Par Health’s third-party manufacturers to comply with cGMP in manufacturing its approved products could be the basis for the FDA or other regulatory authorities to issue a warning letter, withdraw approvals, or take other regulatory or legal action, including recall or seizure of outside supplies of its products, total or partial suspension of production, suspension of ongoing clinical trials, refusal to approve pending applications or supplemental applications, detention of product, refusal to permit the import or export of products, injunction, or imposing civil and criminal penalties.

In September 2025, the FDA issued a Form FDA-483 with nine observations generally relating to cleaning, maintenance, and quality management at the conclusion of an inspection of Par Health’s manufacturing facility in Raleigh, North Carolina that manufactures API. Additionally, in late October 2025, the FDA issued (i) a Form FDA-483 with four observations relating to equipment design and quality management at the conclusion of an inspection of Par Health’s manufacturing facility in Rochester, Michigan that manufactures certain sterile injectables and (ii) a Form FDA-483 with two observations relating to protocols for certain manufacturing processes at the conclusion of an inspection of Par Health’s manufacturing facility in St. Louis, Missouri that manufactures API. Par Health is currently assessing the observations and their impacts, and is committed to resolving the FDA’s concerns. Par Health currently believes that it will be able to address the observations, the impacts of which are not currently expected to be material to its results of operations. However, there can be no assurance that the FDA will be satisfied with its responses, nor any assurance as to the timeframe that may be required for Par Health to adequately resolve the FDA’s concerns. If Par Health is unable to adequately resolve the FDA’s concerns in a timely manner, the FDA has the authority to undertake a number of enforcement actions, including issuing a warning letter, which could result in delayed approval of applications and supplements submitted to FDA, including requests for approval of certain manufacturing changes associated with products manufactured at this facility. In more severe cases, FDA actions have included an injunction that requires suspension of production at the facility, and/or product seizure. The consequences in more severe cases could adversely affect contracts associated with drugs manufactured at this facility and could result in loss of revenues, inventory write offs, customer actions, idle capacity charges, recalls, other costs of remediation, and damage to Par Health’s reputation and customer relationships. For additional information on our corrective actions at the Raleigh facility, see the section of this Information Statement entitled “Management’s Discussion and Analysis of Mallinckrodt’s Specialty Generics Business’ Financial Condition and Results of Operations—Significant Events—Regulatory Developments.”

Any interruption, delay, inability, mistake, or failure by Par Health’s suppliers, manufacturers, distributors and collaboration partners to meet Par Health’s projected timelines or their contractual obligations with Par Health on schedule or in accordance with its expectations, or any termination by these third parties of their arrangements with Par Health, which, in each case, could be the result of one or many factors outside of Par Health’s control, could delay or prevent the development, approval, manufacture, launch, or commercialization of Par Health’s products, result in non-compliance with applicable laws and regulations, cause Par Health to incur failure-to-supply penalties, disrupt its operations, or cause reputational harm to Par Health, any or all of which could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows. Par Health may also be unsuccessful in resolving any underlying issues with such suppliers, manufacturers, distributors, and partners or replacing them within a reasonable time and on commercially reasonable terms.

Several of Par Health’s products are manufactured by a single source, at a single manufacturing facility or stored at a single storage site. For example, Teikoku Seiyaku Co., Ltd. is the sole source of Par Health’s lidocaine patch 5% product and our plant in Raleigh, North Carolina, is our only facility in the United States that manufactures APAP. Loss or damage to a manufacturing facility or storage site due to a natural disaster or otherwise could adversely affect Par Health’s ability to manufacture sufficient quantities of key products or otherwise deliver products to meet customer demand or contractual requirements which may result in a loss of revenue and other adverse business consequences. Furthermore, while Par Health works closely with its suppliers to ensure the continuity of supply and to diversify its sources of components and materials, in certain instances Par Health does acquire components and materials from a sole supplier.

Although Par Health does carry strategic inventory and maintain insurance to mitigate the potential risk related to any related supply disruption, there can be no assurance that such measures will be effective. Because of the time required to obtain regulatory approval and licensing of a manufacturing facility, an alternate third-party manufacturer may not be available on a timely basis to replace production capacity in the event Par Health loses manufacturing capacity, experience supply challenges, or products are otherwise not available due to natural disaster, regulatory action or otherwise. The occurrence of any of these events could delay or prevent Par Health’s ability to achieve sales expectations, cause interruptions in Par Health’s supply of products to customers, cause Par Health to incur failure-to-supply penalties, disrupt Par Health’s operations or cause reputational harm, any or all of which could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Par Health’s global operations expose Par Health to risks and challenges associated with conducting business internationally.

Par Health operates globally with offices or activities in many countries. Par Health faces several risks inherent in conducting business internationally, including compliance with international and U.S. laws and regulations that apply to its international operations. These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, anti-bribery and anti-corruption laws such as the FCPA and similar local laws, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct, which also prohibit corrupt payments to governmental officials or certain payments or remunerations to customers. Given the high level of complexity of these laws, there is a risk that some provisions may be violated, inadvertently or through fraudulent or negligent behavior of individual employees, or through Par Health’s failure to comply with certain formal documentation requirements or otherwise. Violations of these laws and regulations could result in fines or criminal sanctions against Par Health, its officers or its employees, and prohibitions on the conduct of its business. Any such violations could include prohibitions on Par Health’s ability to offer its products in one or more countries and could materially damage its reputation, its international expansion efforts and its ability to attract and retain employees.

In addition to the foregoing, engaging in international business inherently involves a number of other difficulties and risks, including:

These or other factors or any combination of them may have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

New or increased tariffs and evolving trade relations between the United States and other countries could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

The U.S. government may seek to impose additional restrictions on international trade, such as increased tariffs on goods imported into the United States. Such tariffs could potentially disrupt Par Health’s existing supply chains and impose additional costs on Par Health’s business, including costs with respect to raw materials upon which Par Health’s business depends. Furthermore, if tariffs, trade restrictions or trade barriers are placed on products such as Par Health’s by foreign governments, it could cause Par Health to raise prices for its products, which may result in the loss of customers. If Par Health is unable to pass along increased costs to its customers, its margins could be adversely affected. Additionally, it is possible that further tariffs may be imposed that could affect imports of APIs and other materials used in Par Health’s products, or Par Health’s business may be adversely impacted by retaliatory trade measures taken by other countries, including restricted access to APIs or other materials used in Par Health’s products, causing Par Health to raise prices or make changes to its products. Further, the continued threats of new or increased tariffs, sanctions, trade restrictions, and trade barriers could have a generally more disruptive impact on the global economy and, therefore, negatively impact Par Health’s sales. Given the volatility and uncertainty regarding the scope and duration of these tariffs and other aspects of U.S. international trade policy, under the current U.S. administration, the impact on Par Health’s operations and results is uncertain and could be significant. Further governmental action related to tariffs, additional taxes, regulatory changes, or other retaliatory trade measures could occur in the future. Any of these factors could have a material adverse effect on Par Health’s business, financial condition, results of operations and cash flows.

Par Health has significant levels of intangible assets which utilize its future projections of cash flows in impairment testing. Should Par Health experience unfavorable variances from these projections, these assets may have an increased risk of future impairment.

At least annually, Par Health reviews the carrying value of its non-amortizing intangible assets, and for amortizing intangible assets when indicators of impairment are present. Events giving rise to asset impairments are an inherent risk in the pharmaceutical industry and often cannot be predicted. Conditions that could indicate impairment and necessitate an evaluation of intangible assets include, but are not limited to, a significant adverse change in the business climate or the legal or regulatory environment.

In performing its impairment tests, Par Health utilizes its future projections of cash flows. Projections of future cash flows are inherently subjective and reflect assumptions that may or may not ultimately be realized. Significant assumptions utilized in Par Health’s projections include, but are not limited to, its evaluation of the market opportunity for its products, the current and future competitive landscape and resulting impacts to product pricing, future legislative and regulatory actions or the lack thereof, planned strategic initiatives, the ability to achieve cost synergies from acquisitions, the realization of benefits associated with Par Health’s existing and anticipated patents and regulatory approvals. Given the inherent subjectivity and uncertainty in projections, Par Health could experience significant unfavorable variances in future periods or revise its projections downward. This would result in an increased risk that Par Health’s intangible assets may be impaired. If an impairment were recognized, this could have a material impact to Par Health’s financial condition and results of operations.

Par Health is subject to labor and employment laws and regulations, which could increase its costs and restrict its operations in the future.

Some of Par Health’s employees are represented by labor organizations and national works councils. Par Health’s management believes that its employee relations are satisfactory. However, further organizing activities or collective bargaining may increase Par Health’s employment-related costs and Par Health may be subject to work stoppages and other labor disruptions. Moreover, if Par Health is subject to employment-related claims, such as individual and class actions relating to alleged employment discrimination, wage-hour and labor standards issues, and such actions are successful in whole or in part, this may affect its ability to compete or have a material adverse effect on its business, financial condition, results of operations and cash flows.

Par Health may not be able to maintain a competitive effective corporate tax rate.

There cannot be any assurance as to what Par Health’s effective tax rate will be after the Spin-off, because of, among other things, uncertainty regarding the tax policies of the jurisdictions where Par Health will operate. Additionally, the tax laws of the United States and other jurisdictions could change in the future, and such changes could cause a material change in the combined company’s effective tax rate. For example, the Organisation for Economic Co-operation and Development continues to advance proposals for modernizing international tax rules. Future changes to U.S. and foreign tax laws could adversely affect Par Health and its affiliates by increasing Par Health’s effective tax rate and cash tax obligations, which could have a material adverse effect on Par Health’s competitive position, business, financial condition, results of operations and cash flows.

Risks Related to Our Indebtedness

The substantial indebtedness of certain entities that will become subsidiaries of Par Health could adversely affect Par Health’s financial condition and operating flexibility and prevent Par Health from fulfilling its obligations.

Certain entities that will become subsidiaries of Par Health have a substantial amount of indebtedness. As of September 26, 2025, such entities’ total debt principal outstanding was $1,200.0 million. In addition, Par Health and entities that will become its subsidiaries have $19.9 million in undiscounted finance lease liabilities. The substantial indebtedness of such entities could adversely affect Par Health’s and its subsidiaries’ ability to fulfill their financial obligations (including their ability to service their indebtedness) and have a negative impact on their financing options and liquidity position.

Such entities’ substantial indebtedness has significant consequences, including the following:

If Par Health and its subsidiaries cannot make scheduled payments on their debt, they will be in default and, as a result, creditors under any of their then-outstanding indebtedness could declare the then-outstanding principal and interest to be due and payable and any then-outstanding commitments to make further loans to be terminated, their secured creditors could foreclose against the assets securing such borrowings, and they could be forced into bankruptcy or liquidation.

Additionally, any future financing arrangements that Par Health and its subsidiaries may enter into could include terms that are not commercially beneficial to Par Health and its subsidiaries, which could further restrict their operations and exacerbate any impact on their results of operations and liquidity that may result from any of the factors described herein or other factors.

Any of these factors could have a material adverse effect on the business, financial condition, results of operations and cash flows of Par Health and its subsidiaries.

Par Health and its subsidiaries may not be able to generate sufficient cash to service all of their indebtedness and may be forced to take other actions to satisfy their obligations under their indebtedness, which may not be successful.

Par Health’s and its subsidiaries’ ability to make scheduled payments on or to refinance their going-forward debt obligations (including the debt obligations of certain entities that will become subsidiaries of Par Health described above) depends on their financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond their control. Par Health and its subsidiaries may be unable to maintain a level of cash flows from operating activities sufficient to permit them to fund their day-to-day operations or to pay the principal, premium, if any, and interest on their indebtedness.

If Par Health’s and its subsidiaries’ cash flows and capital resources are insufficient to fund their debt service obligations (including the debt obligations of certain entities that will become subsidiaries of Par Health described above) and other cash requirements, they could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to sell assets or operations, seek additional capital or restructure or refinance their indebtedness. Par Health and its subsidiaries may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow them to meet their scheduled debt service obligations. The agreements governing the existing indebtedness of certain entities that will become subsidiaries of Par Health restrict (a) such entities’ ability to dispose of assets and use the proceeds from any such dispositions (subject to customary exceptions and customary reinvestment provisions) and (b) their ability to raise debt capital to be used to repay their indebtedness when it becomes due. Par Health and its subsidiaries may not be able to consummate dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

The inability of Par Health and its subsidiaries to generate sufficient cash flows to satisfy their debt obligations, or to refinance their indebtedness on commercially reasonable terms or at all, would materially and adversely affect their financial position and results of operations.

If Par Health and its subsidiaries cannot make scheduled payments on their debt, they will be in default and, as a result, creditors under their then-outstanding indebtedness could declare the then-outstanding principal and interest to be due and payable and any then-outstanding commitments to make further loans to be terminated, their secured creditors could foreclose against the assets securing such borrowings, and they could be forced into bankruptcy or liquidation.

The terms of the agreements that govern the indebtedness of certain entities that will become subsidiaries of Par Health restrict their current and future operations, particularly their ability to respond to changes or to pursue their business strategies.

The agreements that govern the terms of the existing indebtedness of certain entities that will become subsidiaries of Par Health contain (and the agreements that would govern any future indebtedness of Par Health and its subsidiaries are expected to contain) various restrictive covenants that impose significant operating and financial restrictions and may limit the ability of Par Health and its subsidiaries to engage in acts that may be in their long-term best interest, including limitations or restrictions on the ability to:

In addition, the credit agreement governing the existing indebtedness of certain entities that will become subsidiaries of Par Health requires such entities to comply with a financial maintenance covenant if the revolving credit facility set forth therein is sufficiently drawn. Such entities’ ability to satisfy this financial maintenance covenant can be affected by events beyond their control and they cannot assure you that they will be able to comply.

A breach of the covenants under the agreements that govern the terms of any indebtedness of Par Health and its subsidiaries could result in an event of default under the applicable indebtedness. Such default may allow the applicable creditors to accelerate the related debt and terminate any commitments to make additional loans and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. Furthermore, if Par Health and its subsidiaries are unable to repay the amounts due and payable under any secured indebtedness, the applicable creditors will be able to proceed against the collateral granted to them to secure that secured indebtedness. Additionally, if a change in control transaction were to occur, such a transaction may accelerate the maturity dates on any indebtedness of Par Health and its subsidiaries. If the applicable creditors accelerate the repayment of any outstanding indebtedness of Par Health and its subsidiaries for the above reasons, or any other, Par Health and its subsidiaries may not have sufficient assets to repay such indebtedness.

As a result of these restrictions and related arrangements, Par Health and its subsidiaries may be:

These restrictions may affect the ability of Par Health and its subsidiaries to operate in accordance with their plans, otherwise achieve their operational and financial objectives in a timely manner or at all, and have an adverse effect on their business, financial condition, results of operations and cash flows.

In addition, the ability of Par Health and its subsidiaries to issue debt or enter into other financing arrangements on acceptable terms could be materially adversely affected if there is a material decline in the demand for their products or in the solvency of their customers or suppliers or other significantly unfavorable changes in economic conditions occur. In addition, volatility in the world financial markets could increase borrowing costs or affect the ability of Par Health and its subsidiaries to access the capital markets, which could have a material adverse effect on their competitive position, business, financial condition, results of operations and cash flows.

The revolving credit facility to which certain entities that will become subsidiaries of Par Health are currently party may not be extended upon maturity.

It may not be possible to extend the maturity date of the revolving credit facility to which certain entities that will become subsidiaries of Par Health are currently party to have continued access to the borrowing capacity thereunder beyond such maturity date on terms that are favorable or acceptable to Par Health and its subsidiaries, or at all. This could have a material adverse effect on the competitive position, business, financial condition, results of operations and cash flows of Par Health and its subsidiaries.

Variable-rate indebtedness exposes certain entities that will become subsidiaries of Par Health to interest rate risk, which could cause our debt service obligations to increase significantly.

Certain of the indebtedness of certain entities that will become subsidiaries of Par Health, including borrowings under the Facilities (as defined below), is subject to variable rates of interest and exposes such entities to interest rate risk. Any future borrowings could also be subject to variable rates of interest. If interest rates increase, the debt service obligations on any variable-rate indebtedness would increase, even if the amount borrowed under the applicable indebtedness remained the same. As of September 26, 2025, certain entities that will become subsidiaries of Par Health had variable-rate debt consisting of $1,200.0 million outstanding principal amount. An unfavorable movement in interest rates, primarily the Secured Overnight Financing Rate (“SOFR”), could result in higher interest expense and cash payments thereunder. Par Health and its subsidiaries may enter into interest rate cap or swap agreements, which would serve to reduce the volatility on future interest expense cash outflows, but they cannot provide assurance that they would be able to enter into any such arrangements on terms that are favorable or acceptable to Par Health and its subsidiaries, or at all or, if they did so, whether such arrangements would successfully mitigate any interest rate volatility.

Despite current and anticipated indebtedness levels, Par Health and its subsidiaries may still be able to incur more debt. This could further exacerbate the risks described above.

Par Health and its subsidiaries may be able to incur substantial additional indebtedness in the future. Although agreements governing the existing indebtedness of certain entities that will become subsidiaries of Par Health restrict (and the agreements governing any future indebtedness assumed or incurred are expected to restrict) the incurrence of additional indebtedness, these restrictions are and will be subject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with these restrictions could be substantial. If new debt is added to current debt levels, the related risks that Par Health and its subsidiaries now face could intensify.

Par Health and its subsidiaries may need additional financing in the future to meet their capital needs or to make acquisitions, and such financing may not be available on favorable or acceptable terms, and may be dilutive to existing shareholders. Any use of proceeds from future financings will be subject to the applicable restrictions from any then-existing indebtedness.

Par Health and its subsidiaries may need to seek additional financing for general corporate purposes. For example, Par Health and its subsidiaries may need to increase their investment in research and development activities or need funds to make acquisitions. Par Health and its subsidiaries may be unable to obtain any desired additional financing on terms that are favorable or acceptable to them, or at all. Depending on market conditions and subject to the restrictions from any then-existing indebtedness, adequate funds may not be available to Par Health and its subsidiaries on acceptable terms and they may be unable to fund their expansion, successfully develop or enhance products, or respond to competitive pressures, any of which could have a material adverse effect on their competitive position, business, financial condition, results of operations and cash flows. If Par Health and its subsidiaries raise additional funds through the issuance of equity securities, their shareholders will experience dilution of their ownership interest. In addition, even if Par Health and its subsidiaries are able to raise such additional funds, the use of proceeds therefrom will be subject to the limitations imposed by any then-existing indebtedness.

Risks Related to Irish Law

Irish law differs from the laws in effect in the United States and may afford less protection to the holders of our securities.

It may not be possible to enforce court judgments obtained in the United States against Mallinckrodt in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against Mallinckrodt or its directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against Mallinckrodt or those persons based on those laws. Mallinckrodt has been advised the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

A judgment obtained against Mallinckrodt will be enforced by the courts of Ireland if the following general requirements are met: (i) U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule) and (ii) the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it. A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. Where, however, the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that, in the meantime, the judgment may not be actionable in Ireland. It remains to be determined whether a final judgment given in default of appearance is final and conclusive. However, Irish courts may refuse to enforce a judgment by U.S. courts which meets the above requirements for one of the following reasons: (i) if the judgment is not for a definite sum of money; (ii) if the judgment was obtained by fraud; (iii) the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice; (iv) the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or (v) jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service in Ireland or outside Ireland under Order 11 of the Ireland Superior Courts Rules.

As an Irish company, Mallinckrodt is governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of Mallinckrodt securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

FORWARD-LOOKING STATEMENTS

This Information Statement and other materials Mallinckrodt have filed or will file with the SEC contain, or will contain, certain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although each of Mallinckrodt and Par Health believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it is possible that actual events may differ materially from its expectations. Examples of such forward-looking statements include:

This Information Statement uses words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “seek,” “potential,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “may,” “should,” “could,” “will” and other similar expressions to identify forward-looking statements, but they are not the only way to identify such statements.

Each of Mallinckrodt and Par Health cautions that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in Mallinckrodt’s and Par Health’s forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

Mallinckrodt and Par Health are not obligated to update these statements or publicly release the results of any revisions to them to reflect events or circumstances after the date of this Information Statement or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. New factors emerge from time to time and it is not possible for Mallinckrodt and Par Health to predict all of these factors. Further, Mallinckrodt and Par Health cannot assess the impact of each such factor on Par Health’s business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in these forward-looking statements.

Mallinckrodt and Par Health caution you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements. You should evaluate any statements made by Mallinckrodt or Par Health in light of these important factors and you are cautioned not to place undue reliance on any forward-looking statements.

DESCRIPTION OF THE PRIOR REORGANIZATION TRANSACTIONS

Before the Redemption, Mallinckrodt and its subsidiaries are expected to complete an internal reorganization to internally separate the Par Health Business from the Mallinckrodt Business. Broadly, the internal reorganization will be completed in two steps: (i) the contribution, transfer, and/or allocation of all operations, assets and liabilities related to the Par Health Business to certain Mallinckrodt subsidiaries (which contribution, transfer and/or allocation was substantially completed on or before August 1, 2025) and (ii) the subsequent contribution, transfer and/or allocation of such Mallinckrodt subsidiaries to Par Health. As a result, Par Health will own, directly or indirectly, the operations comprising, and the entities conducting, the Par Health Business.

These internal restructuring transactions have taken, and may further take, the form of asset and equity transfers, contributions, capital increases and similar transactions, and have involved, and may further involve, the formation of new subsidiaries in U.S. and non-U.S. jurisdictions.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of certain material U.S. federal income tax consequences of the Redemption to “U.S. holders” (as defined below) of Mallinckrodt Preferred Shares. This discussion is based on the Code, U.S. Treasury Regulations promulgated thereunder (“Treasury Regulations”), rulings and other published guidance issued by the IRS, and judicial decisions, in each case as in effect as of the date of this Information Statement and all of which are subject to differing interpretations and change at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this Information Statement. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This discussion applies only to U.S. holders of Mallinckrodt Preferred Shares who hold such shares, together with the Mallinckrodt Ordinary Shares to which such Mallinckrodt Preferred Shares are stapled, as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion assumes that the Separation and the Redemption, together with certain related transactions, will be consummated in accordance with the Separation Agreement and the other agreements related to the Separation and the Redemption and as described in this Information Statement. In addition, this discussion assumes that Mallinckrodt is properly treated as a foreign corporation for U.S. federal income tax purposes, that no Irish withholding tax will apply with respect to the Redemption, and that each Mallinckrodt Preferred Share is properly treated as inseparable from the Mallinckrodt Ordinary Share (or portion thereof) to which such Mallinckrodt Preferred Share is stapled for U.S. federal income tax purposes. Except as otherwise set forth herein, this discussion assumes that all Base Proceeds and Excess Proceeds are paid to holders of Mallinckrodt Preferred Shares in the same taxable year as the Redemption Date.

This discussion is for general information purposes only and does not constitute tax advice or an opinion of counsel. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders of Mallinckrodt Ordinary Shares or Mallinckrodt Preferred Shares in light of their particular circumstances, nor does it address tax considerations applicable to holders that are or may be subject to special treatment under the U.S. federal income tax laws, including, without limitation:

This discussion also does not address any tax consequences arising under any alternative minimum tax, the unearned Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith). In addition, no information is provided with respect to any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax, or with respect to any information reporting requirements, except as discussed below.

If a partnership, or any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Mallinckrodt Ordinary Shares and Mallinckrodt Preferred Shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Holders of Mallinckrodt Ordinary Shares and Mallinckrodt Preferred Shares that are partnerships and partners in such partnerships should consult their own tax advisors as to the consequences of the Redemption.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Mallinckrodt Ordinary Shares and Mallinckrodt Preferred Shares that is, for U.S. federal income tax purposes:

For purposes of this discussion, a “U.S. Qualified Shareholder” is a U.S. holder who receives Par Health Common Stock in exchange for his, her or its Mallinckrodt Preferred Shares (such exchange, the “Share Redemption”), and a “U.S. Non-Qualified Shareholder” is a U.S. holder who receives cash in exchange for his, her or its Mallinckrodt Preferred Shares (such exchange, the “Cash Redemption”).

THE FOLLOWING IS A GENERAL DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION PURPOSES ONLY. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REDEMPTION TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF UNITED STATES FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

U.S. Federal Income Tax Treatment of the Redemption Generally

The treatment of the Redemption generally for U.S. federal income tax purposes is subject to some uncertainty. However, based on the terms of the Mallinckrodt Preferred Shares, including the fact that each Mallinckrodt Preferred Share is automatically stapled to a corresponding Mallinckrodt Ordinary Share (or portion thereof) and cannot be transferred separately (other than pursuant to a redemption on such terms as may be determined by Mallinckrodt, including the Redemption), it is expected that the Redemption will be treated as a distribution with respect to the Mallinckrodt Ordinary Shares to which the Mallinckrodt Preferred Shares are stapled. The remainder of this discussion assumes that such treatment will be respected.

Material U.S. Federal Income Tax Consequences of the Share Redemption to U.S. Qualified Shareholders

The U.S. federal income tax consequences of the Share Redemption (including the qualification of the Share Redemption, together with certain related transactions, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code) are uncertain. The applicable law is complex and unclear, and there are no authorities that directly address a transaction involving the same or substantially similar facts and circumstances as those of the Share Redemption. Further, the qualification of the Share Redemption, together with certain related transactions, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code depends on the satisfaction of numerous statutory, regulatory and judicial requirements, the determination of which is inherently factual in nature. For example, the determination of whether the Share Redemption meets the “anti-device” requirement under Section 355(a) of the Code is generally based on the totality of facts and circumstances, and could be impacted by certain facts and circumstances outside of Mallinckrodt’s knowledge or control, including the composition of its shareholder base, and the intentions, actions and communications of certain shareholders or other persons other than Mallinckrodt and its management. In addition, the qualification of the Share Redemption under Section 355 of the Code (including the satisfaction of the “anti-device” requirement) can be impacted by transactions and events occurring after the Share Redemption, such as a sale, exchange or disposition of Mallinckrodt Ordinary Shares or Par Health Common Stock, even if, depending on the circumstances, such sale, exchange or disposition is effected without the involvement or approval of either Mallinckrodt or Par Health.

While Mallinckrodt initially intended to obtain an opinion from its tax advisors as to the treatment of the Share Redemption under Sections 368(a)(1)(D) and 355 of the Code, it ultimately determined not to obtain such opinion. This determination was motivated in part by the fact that, in order to support the tax opinion, such advisors would have required certain Mallinckrodt shareholders to represent that they would refrain from trading in Mallinckrodt and Par Health shares for two years after the Share Redemption. In weighing the considerations relevant to seeking such tax opinion, the Mallinckrodt Board considered that such shareholders (some of which buy and sell securities in the ordinary course of their businesses) may not be willing to provide such representations due to a general preference to preserve flexibility with respect to their investments. The Mallinckrodt Board also considered the fact that the U.S. federal income tax treatment of the Share Redemption is not expected to affect the tax liability of Mallinckrodt, Par Health or their respective subsidiaries. Consequently, the Mallinckrodt Board concluded that pursuing the tax opinion could potentially complicate or delay the consummation of the Share Redemption with minimal benefit to Mallinckrodt. Mallinckrodt also has not sought and does not intend to seek any ruling from the IRS regarding any matters relating to the Share Redemption.

Notwithstanding the legal and factual uncertainties discussed above, Mallinckrodt currently intends to report the Share Redemption, together with certain related transactions, as qualifying as a “reorganization” pursuant to Sections 368(a)(1)(D) and 355 of the Code and as a transaction that is generally tax-free to U.S. Qualified Shareholders under Section 355(a) of the Code. This determination is based on all relevant information available to Mallinckrodt as of the date hereof, including that Mallinckrodt’s decision to pursue the Separation, including the Share Redemption, was motivated by the compelling, corporate-level strategic rationales for completing the Separation and Redemption. However, Mallinckrodt’s position is not binding on its shareholders, the IRS or any court. Accordingly, there can be no assurance that the IRS would not assert that the Share Redemption should be treated as a taxable transaction for U.S. federal income tax purposes, or that a court would not sustain such a challenge.

If the Share Redemption, together with certain related transactions, qualifies as a “reorganization” pursuant to Sections 368(a)(1)(D) and 355 of the Code, the U.S. federal income tax consequences of the Share Redemption to U.S. Qualified Shareholders would generally be as described below under “—Material U.S. Federal Income Tax Consequences if the Share Redemption, Together with Certain Related Transactions, Qualifies as a ‘Reorganization’ Pursuant to Sections 368(a)(1)(D) and 355 of the Code.” Alternatively, if the Share Redemption is treated as a taxable distribution, the U.S. federal income tax consequences of the Share Redemption to U.S. Qualified Shareholders would generally be as described below under “—Material U.S. Federal Income Tax Consequences if the Share Redemption is Taxable.”

U.S. QUALIFIED SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SHARE REDEMPTION TO THEM.

Material U.S. Federal Income Tax Consequences if the Share Redemption, Together with Certain Related Transactions, Qualifies as a “Reorganization” Pursuant to Sections 368(a)(1)(D) and 355 of the Code

If the Share Redemption, together with certain related transactions, qualifies as a “reorganization” pursuant to Sections 368(a)(1)(D) and 355(a) of the Code, the U.S. federal income tax consequences to U.S. Qualified Shareholders of the receipt of Par Health Common Stock in the Share Redemption generally are as follows:

U.S. Qualified Shareholders of Mallinckrodt Ordinary Shares that have purchased or acquired different blocks of Mallinckrodt Ordinary Shares on different dates or at different prices should consult their tax advisors regarding the allocation of their aggregate tax basis in, and the holding period of, shares of Par Health Common Stock received in the Share Redemption. Any U.S. Qualified Shareholders who receive additional shares of Par Health Common Stock at the expiration of the Escrow Period (or earlier) should consult their tax advisors regarding the allocation of their aggregate tax basis in, and the holding period of, shares of Par Health Common Stock received.

Material U.S. Federal Income Tax Consequences if the Share Redemption is Taxable

If the Share Redemption, together with certain related transactions, does not qualify as a “reorganization” under Sections 368(a)(1)(D) and 355(a) of the Code, in general, for U.S. federal income tax purposes, U.S. Qualified Shareholders who receive Par Health Common Stock in the Share Redemption would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares, as described below under “—Material U.S. Federal Income Tax Consequences of the Cash Redemption to U.S. Non-Qualified Shareholders.” In addition, if the Share Redemption is treated as a taxable distribution, a U.S. Qualified Shareholder’s tax basis in the Par Health Common Stock received in the Share Redemption will equal the fair market value of such Par Health Common Stock as of the Effective Time, and the holding period of the Par Health Common Stock received in the Share Redemption will begin on the day after the Redemption Date.

Material U.S. Federal Income Tax Consequences of the Cash Redemption to U.S. Non-Qualified Shareholders

The Cash Redemption is expected to constitute a distribution by Mallinckrodt to U.S. Non-Qualified Shareholders subject to Section 301 of the Code. The Cash Redemption will be taxable as dividend income to the extent paid out of Mallinckrodt’s current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the Cash Redemption exceeds Mallinckrodt’s current and accumulated earnings and profits, the Cash Redemption will be treated as a tax-free return of capital to the extent of the U.S. Non-Qualified Shareholder’s adjusted tax basis in his, her or its Mallinckrodt Common Shares, and thereafter as capital gain.

If the Cash Redemption is taxable as a dividend for U.S. federal income tax purposes, the dividend received by a non-corporate U.S. Non-Qualified Shareholder generally will be eligible for taxation as “qualified dividend income,” which is generally taxable at lower rates than generally apply to ordinary income, if Mallinckrodt qualifies for the income tax treaty between the United States and Ireland (the “Treaty”) for purposes of determining whether a dividend constitutes “qualified dividend income” and the non-corporate U.S. Non-Qualified Shareholder satisfies certain holding period requirements. The rules for determining whether Mallinckrodt qualifies for the Treaty for purposes of determining whether a dividend constitutes “qualified dividend income” are unclear and subject to limited guidance, and there can be no assurance that Mallinckrodt qualifies or will qualify for the Treaty for these purposes. U.S. Non-Qualified Shareholders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Any such dividends received by corporate U.S. Non-Qualified Shareholders will generally not be eligible for the dividends-received deduction available to U.S. corporations under the Code.

Based on its current estimates, Mallinckrodt believes that it will have current and accumulated earnings and profits that exceed the aggregate amount of the Cash Redemption and the Share Redemption, and therefore that the entire amount of the Cash Redemption and the Share Redemption (if applicable) will constitute a taxable dividend.

Information Reporting and Backup Withholding

Distributions of Par Health Common Stock to U.S. Qualified Shareholders and payments of cash to U.S. Non-Qualified Shareholders may be subject to information reporting and backup withholding (currently at a rate of 24%), unless such U.S. holder delivers a properly completed IRS Form W-9 certifying such U.S. Non-Qualified Shareholder’s correct taxpayer identification number and certain other information, or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

THE FOREGOING DISCUSSION IS A GENERAL DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION UNDER CURRENT LAW. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES THAT MAY BE IMPORTANT TO PARTICULAR HOLDERS AND IT DOES NOT CONSTITUTE TAX ADVICE. ALL HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REDEMPTION TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF UNITED STATES FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

IRISH TAX CONSIDERATIONS

This is a summary of the principal Irish tax considerations of the Redemption for holders of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares based on Irish taxation laws and the practices of the Irish Revenue Commissioners (the “Irish Revenue”) currently in force in Ireland. Changes in law and/or administrative practice may result in alteration of the tax considerations described below, possibly with retrospective effect. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each of the Mallinckrodt shareholders. It deals with holders of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares who beneficially own their Mallinckrodt Preferred Shares, together with the Mallinckrodt Ordinary Shares to which such Mallinckrodt Preferred Shares are stapled, as an investment. Particular rules not discussed below may apply to certain classes of shareholders such as dealers in securities, collective investment schemes, insurance companies, trustees and shareholders who have, or who are deemed to have, acquired their Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares by virtue of an Irish office or employment (performed or carried on to any extent in Ireland).

The summary does not constitute tax or legal advice and the comments below are of a general nature only. The summary is not exhaustive and holders of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares should consult their professional advisers on the tax implications of the acquisition, ownership and disposal of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares under the laws of their country of residence, citizenship or domicile. If you are in doubt as to your tax position or are subject to tax in a jurisdiction other than Ireland, you should consult an appropriate professional adviser without delay.

Taxation of Chargeable Gains

The current rate of tax on chargeable gains (where applicable) in Ireland is 33%.

Non-Resident Shareholders

Mallinckrodt shareholders that are neither resident nor ordinarily resident in Ireland for Irish tax purposes, and whose Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares are not used in or for the purposes of a trade carried on by such shareholders through an Irish branch or agency or used, held or acquired for use by or for the purposes of an Irish branch or agency, should not be liable for Irish tax on chargeable gains (“Irish CGT”) on the Redemption.

Irish Resident Shareholders

Mallinckrodt shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes or whose Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares are used in or for the purposes of a trade carried on by such shareholders through an Irish branch or agency or are used, held or acquired for use by or for the purposes of an Irish branch or agency, will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish CGT in respect of any chargeable gain realized on the Redemption. Such shareholders should consult their own tax advisors as to the Irish tax consequences of Redemption.

A Mallinckrodt shareholder who is an individual and who is temporarily not resident in Ireland may, under Irish anti-avoidance legislation, still be liable to Irish tax on any chargeable gain realized on the Redemption during the period in which such individual is a non-resident.

Stamp Duty

No Irish stamp duty should be payable on the Redemption.

Dividend Withholding Tax (“DWT”)

Distributions made by Mallinckrodt will, in the absence of one of many exemptions, be subject to DWT, currently at a rate of 25%.

For DWT and Irish income tax purposes, a distribution includes any distribution that may be made by Mallinckrodt to holders of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares, including cash dividends, non-cash dividends and additional shares taken in lieu of a cash dividend. Where an exemption from DWT does not apply in respect of a distribution made to Mallinckrodt shareholders, Mallinckrodt is responsible for withholding DWT before making such distribution and forwarding the relevant payment to the Irish Revenue.

On the basis that the Mallinckrodt Preferred Shares will be treated as being paid up for new consideration received by Mallinckrodt, the issuance of the Mallinckrodt Preferred Shares should not be considered as an income distribution for Mallinckrodt shareholders so should not be subject to DWT.

On the basis that the Mallinckrodt Preferred Shares will be redeemed and canceled in accordance with their terms, for an amount not exceeding the amount of new consideration treated as paid up for Irish tax purposes on the issuance of the Mallinckrodt Preferred Shares, the Redemption Consideration received by a Mallinckrodt shareholder on the Redemption of their Mallinckrodt Preferred Shares should therefore be for an amount not greater than the nominal value of the Mallinckrodt Preferred Shares redeemed. Accordingly, the receipt of the Redemption Consideration should not be considered as an income distribution for Mallinckrodt shareholders so should not be subject to DWT.

Any holder of Mallinckrodt Preferred Shares and Mallinckrodt Ordinary Shares who has any doubt about his or her own taxation position or who is subject to taxation in any jurisdiction other than Ireland is strongly recommended to consult his or her independent professional adviser immediately.

DESCRIPTION OF MATERIAL INDEBTEDNESS

ST 2020, Inc. (“ST 2020”), a wholly owned subsidiary of Mallinckrodt that will become a wholly owned subsidiary of Par Health, and MEH, Inc. (the “Borrower”), a wholly owned subsidiary of ST 2020, are party to a credit agreement, dated as of July 31, 2025 (the “Credit Agreement”), with the lenders named therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and OPY Credit Corp., as trading agent, providing for $1,350,000,000 in aggregate principal amount of senior secured credit facilities (the “Facilities”), comprising (i) a $1,200,000,000 senior secured term loan facility (the “Term Facility”) and (ii) a $150,000,000 senior secured revolving credit facility (the “Revolving Facility”). The Borrower borrowed $1,200,000,000 under the Term Facility on August 1, 2025. The Facilities mature on July 31, 2030, unless extended pursuant to the terms of the Credit Agreement.

The Term Facility will amortize in quarterly installments as follows: (i) commencing with the fiscal quarter ending December 31, 2025 through (and including) the fiscal quarter ending September 30, 2026, 0.625% of the initial aggregate principal amount of the Term Facility, (ii) from the last day of the fiscal quarter ending December 31, 2026 through (and including) the last day of the fiscal quarter ending September 30, 2027, 1.25% of the initial aggregate principal amount of the Term Facility, (iii) from the last day of the fiscal quarter ending December 31, 2027 through (and including) the last day of the fiscal quarter ending September 30, 2028, 1.875% of the initial aggregate principal amount of the Term Facility and (iv) from the last day of the fiscal quarter ending December 31, 2028 through the maturity date of the Term Facility, 2.50% of the initial aggregate principal amount of the Term Facility, with the balance payable on the maturity date of the Term Facility. The Facilities are subject to customary mandatory prepayment provisions, including requirements to prepay the Term Facility with (i) 75% of annual Excess Cash Flow (as defined in the Credit Agreement), beginning with the 2026 fiscal year, to prepay the Term Facility (subject to specified adjustments and with the applicable percentage being reduced to (x) 50% if the first lien net leverage ratio as of the end of the applicable fiscal year is less than or equal to 1.90 to 1.00, but greater than 1.40 to 1.00 and (y) 25% if the first lien net leverage ratio as of the end of the applicable fiscal year is less than or equal to 1.40 to 1.00) and (ii) 100% of the net proceeds of asset sales and casualty events (subject to customary exceptions and customary reinvestment provisions). Amounts outstanding under the Facilities may be prepaid at any time. Certain mandatory and voluntary prepayments of the Term Facility are subject to payment of a premium equal to (a) before July 31, 2026, a customary make-whole premium, (b) on or after July 31, 2026, but before July 31, 2027, 2.0% of the aggregate principal amount of loans under the Term Facility being prepaid, (c) on or after July 31, 2027, but before July 31, 2028, 1.0% of the aggregate principal amount of loans under the Term Facility being prepaid and (d) thereafter, $0.

The Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants applicable to ST 2020 and its subsidiaries (including the Borrower), including covenants governing: incurrence of liens, incurrence of indebtedness, fundamental changes, asset sales, restricted payments and investments, transactions with affiliates, burdensome agreements, modification of terms of restricted junior indebtedness, changes in nature of business and accounting changes. Additionally, in the event the aggregate outstanding revolving credit exposure under the Revolving Facility exceeds 40% of the aggregate revolving commitments then in effect, ST 2020 and the Borrower will be required to comply with a maximum first lien net leverage ratio commencing with the test period ending December 31, 2025 not to exceed (i) on or before March 31, 2027, 4.00 to 1.00, (ii) after March 31, 2027 and on or before March 31, 2028, 3.25 to 1.00 and (iii) thereafter, 2.50 to 1.00. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations. Borrowings under the Facilities will be made in U.S. dollars and bear interest at rates per annum, determined, at the Borrower’s option, by reference to (i) for base rate loans, the applicable base rate (subject to a 3.00% floor) plus 6.00% and (ii) for SOFR loans, the applicable Term SOFR (as defined in the Credit Agreement) (subject to a 2.00% floor) plus 7.00%. The Borrower is also required to pay quarterly in arrears a commitment fee on undrawn commitments under the Revolving Facility at a per annum rate equal to 0.25%.

The obligations under the Credit Agreement are guaranteed by ST 2020 and certain subsidiaries of the Borrower from time to time and secured by a lien on substantially all the assets (with certain exceptions) of the Borrower and the guarantors in accordance with the terms of the Credit Agreement and the related security documents.

As of September 26, 2025, the applicable interest rate on loans under the Facilities was approximately 11.31%, the aggregate outstanding principal amount of loans under the Term Facility was $1,200,000,000 and the Revolving Facility was undrawn.

In addition, Par Health and entities that will become its subsidiaries have $19.9 million in undiscounted finance lease liabilities.

LEGAL PROCEEDINGS

This section includes information about certain legal proceedings involving or relating to Par Health or Mallinckrodt. In some instances, these matters may also be referenced in the notes to the Mallinckrodt Historical Financial Statements or the Endo Historical Financial Statements. However, the purposes and standards for disclosure differ; the Historical Financial Statements prepared on a carve-out basis of accounting reflect the discussion of matters and management’s conclusion with respect to any loss contingencies (if applicable) related to those matters as of the relevant historical periods in time and in respect of certain materiality considerations that were deemed appropriate by the respective management teams in the context of those separate, carve-out financial statements and relevant disclosures are provided as of the dates such judgments and disclosures were made. Discussion of legal proceedings in this section reflect the judgment of Mallinckrodt and Par Health’s management in respect of those matters which are or may be deemed material in the context of the Par Health business on a combined basis. As a result, the disclosures of legal proceedings in the separate, carve-out financial statements may reflect, among other things, assumptions and considerations that may not align with the disclosure thresholds or legal standard applicable to this section.

Par Health or its subsidiaries is or will be subject to various legal proceedings and claims, including government investigations, environmental matters, product liability matters, patent infringement claims, antitrust matters, personal injury claims, employment disputes, contractual and other commercial disputes and other legal proceedings, all in the ordinary course of business, including those described below. Although it is not feasible to predict the outcome of these matters, Par Health believes, unless otherwise indicated below, given the information currently available, that the ultimate resolution of any particular matter, or matters that have the same legal or factual issues, will not have a material adverse effect on its financial condition, results of operations and cash flows.

Governmental Proceedings

Generic Pricing Subpoena. In March 2018, Mallinckrodt received a grand jury subpoena issued by the U.S. District Court for the Eastern District of Pennsylvania (“EDPA”) pursuant to which the Antitrust Division of the U.S. Department of Justice is seeking documents regarding generic products and pricing, communications with generic competitors and other related matters. Mallinckrodt produced documents in early 2019 and is otherwise cooperating in the investigation. Par Health cannot otherwise predict the duration or outcome of this matter at this time.

MNK 2011 LLC (formerly known as MNK 2011 Inc. and Mallinckrodt Inc.) v. U.S. Food and Drug Administration and United States of America. In November 2014, the FDA reclassified Mallinckrodt’s Methylphenidate extended release (“ER”) in the Orange Book. In November 2014, Mallinckrodt filed a complaint in the U.S. District Court for the District of Maryland Greenbelt Division against the FDA and the United States (“MD Complaint”) for judicial review of the FDA’s reclassification. In July 2015, the court granted the FDA’s motion to dismiss with respect to three of the five counts in the MD Complaint and granted summary judgment in favor of the FDA with respect to the two remaining counts (“MD Order”). In October 2016, the FDA initiated proceedings, proposing to withdraw approval of Mallinckrodt’s ANDA for Methylphenidate ER. The U.S. Court of Appeals for the Fourth Circuit then issued an order placing Mallinckrodt’s appeal of the MD Order in abeyance pending the outcome of the withdrawal proceedings. The parties exchanged documents and in April 2018, Mallinckrodt filed its submission in support of its position in the withdrawal proceedings. A potential outcome of the withdrawal proceedings is that the Methylphenidate ER products may lose their FDA approval and have to be withdrawn from the market. Par Health cannot otherwise predict the duration or outcome of this matter at this time.

U.S. Attorney’s Office Subpoena W.D. Va. In February 2025, Mallinckrodt received a subpoena duces tecum from the U.S. Attorney’s Office for the Western District of Virginia (“WDVA USAO”) seeking production of data and information for the time period from January 1, 1996 to the present relating to pharmacy benefit managers, including remuneration provided to or rebates negotiated with pharmacy benefit managers and also including communications with pharmacy benefit managers related to the prescription, administration, or safety or efficacy of opioids. Mallinckrodt has since received two additional subpoenas from WDVA USAO seeking related material as recently as April 2025. Mallinckrodt is in the process of responding to the subpoenas and is cooperating with the investigation. Par Health cannot predict the eventual scope, duration or outcome of this matter at this time.

U.S. Department of Justice Civil Investigative Demand. In March 2025, Mallinckrodt received a Civil Investigative Demand (“CID”) issued by the U.S. Department of Justice under the False Claims Act seeking production of data and information from the time period of January 1, 2018 to the present relating to hydrocodone/acetaminophen products manufactured in Mallinckrodt’s Hobart, NY facility, including documentation pertaining to whether those products contain the amount of hydrocodone they purport to contain. Mallinckrodt is in the process of responding to the CID and is cooperating with the investigation. Par Health cannot predict the eventual scope, duration or outcome of this matter at this time.

Grand Jury Subpoenas

U.S. Attorney’s Office Subpoena W.D. Va. In August 2023, Mallinckrodt received a grand jury subpoena from the WDVA USAO. Subsequently, Mallinckrodt received additional grand jury subpoenas from the WDVA USAO, most recently, in July 2025. The subpoenas seek production of certain data and information for the time period from July 17, 2012 to the present, including information and data relating to Mallinckrodt’s controlled substances compliance program, Mallinckrodt’s reporting of suspicious orders for controlled substances, chargebacks and other transactions, financial accounts related to these issues, financial transactions involving prescription drug products and communications between Mallinckrodt and the U.S. Drug Enforcement Administration.

U.S. Attorney’s Office Subpoena E.D.PA. In May 2024, Mallinckrodt received a grand jury subpoena from the United States Attorney’s Office for the Eastern District of Pennsylvania seeking production of data and information with respect to a customer for the time period from January 1, 2020 to May 2024, including information and data relating to potentially suspicious orders for controlled substances. Mallinckrodt suspended sales to this customer in October 2023 before receipt of the subpoena.

Par Health is in the process of responding to the subpoenas from both U.S. Attorneys’ Offices and is cooperating in the investigations. Par Health cannot predict the eventual scope, duration or outcome of the investigations at this time.

Patent Litigation

Generic Products. Par Health continues to pursue development of a portfolio of generic products, some of which require submission of a Paragraph IV certification against patents listed in the FDA’s Orange Book for the branded product asserting that Par Health’s proposed generic product does not infringe and/or the Orange Book patent(s) are invalid and/or unenforceable. In the case of litigation filed against Par Health for such potential generic products, those litigation matters can either be settled or the litigation pursued through a trial and any potential appeals of the lower court decision in order to successfully launch those generic products in the future.

Baxter Healthcare. Endo Operations Limited exclusively licenses several patents that relate to Endo USA’s ADRENALIN^® (epinephrine in sodium chloride injection) product. On May 30, 2025, Endo Operations Limited received a Notice of Paragraph IV Certification from Baxter regarding its supplemental NDA seeking approval from the FDA to market its 4 mg/ 250 mL presentation of epinephrine in sodium chloride injection product. On July 10, 2025, Endo Operations Limited, Endo USA, PH Health Limited and Par Health USA, LLC (the “Endo Parties”) filed an action against Baxter in the District of Delaware, captioned Endo Operations Limited, Endo USA, Inc., PH Health Limited, and Par Health USA, LLC v. Baxter Healthcare Corporation, No. 25-861 (D. Del.), for infringement of the licensed patents. The filing of the action triggered a 30-month stay of FDA’s approval of Baxter’s 4 mg/ 250 mL presentation of epinephrine in sodium chloride injection, which expires on November 30, 2027. The Endo Parties filed an amended complaint in September 2025. In October 2025, Baxter filed a motion to dismiss the amended complaint.

Generic Pharmaceutical Antitrust Multi-District Litigation

In August 2016, a multi-district litigation (“MDL”) was established in the EDPA relating to allegations of antitrust violations with respect to generic pharmaceutical pricing (“Generic Pricing MDL”). Plaintiffs in the Generic Pricing MDL, captioned In re: Generic Pharmaceuticals Pricing Antitrust Litigation, allege a conspiracy of price-fixing and customer allocation among generic drug manufacturers beginning in or around July 2009. The Generic Pricing MDL includes lawsuits against Mallinckrodt and dozens of other pharmaceutical companies, including a complaint filed by Attorneys General for 51 States, Territories and the District of Columbia seeking monetary damages and injunctive relief (“AG Litigation”). Since its inception, the Generic Pricing MDL has expanded to encompass dozens of pharmaceutical companies and more than 200 generic pharmaceutical drugs. Although the AG Litigation had been consolidated in the EDPA in the Generic Pricing MDL, a recent legislative change exempted state antitrust enforcement actions arising under federal antitrust law from MDLs. As a result, the plaintiffs sought and won a remand to the jurisdiction in which the case was filed, the District of Connecticut. As a result of this change and resulting action, Mallinckrodt filed its answer to the plaintiffs’ amended complaint in September 2024. While Mallinckrodt is not subject to monetary damages in connection with these matters, as a result of the 2020 Bankruptcy Proceedings and vigorously disagrees with the plaintiffs’ characterization of the facts and law, Par Health is not able to reasonably estimate whether any injunctive relief will be granted and, if granted, whether it will materially impact Par Health’s financial position or operations. The joint defense group filed joint motions for summary judgment that are fully briefed before the court.

Environmental Remediation and Proceedings

Mallinckrodt is involved in various stages of investigation and cleanup related to environmental remediation matters at a number of sites, including as described below. The ultimate cost of site cleanup and timing of future cash outlays is difficult to predict, given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations and alternative cleanup methods. Mallinckrodt concluded that, as of September 26, 2025, it was probable that it would incur remediation costs in the range of $16.9 million to $51.5 million. Mallinckrodt also concluded that, as of September 2025, the best estimate within this range was $35.6 million, of which $0.9 million was included in accrued and other current liabilities and the remainder was included in environmental liabilities on the unaudited condensed consolidated balance sheet as of September 26, 2025. While it is not possible at this time to determine with certainty the ultimate outcome of these matters, Par Health believes, given the information currently available, that the final resolution of all known claims, after taking into account amounts already accrued, will not have a material adverse effect on its financial condition, results of operations and cash flows.

Lower Passaic River, New Jersey. Mallinckrodt and approximately 70 other companies (“CPG”) are parties to a May 2007 Administrative Order on Consent with the EPA to perform a remedial investigation and feasibility study (“RI/FS”) of the 17-mile stretch known as the Lower Passaic River Study Area (“River”). Mallinckrodt’s potential liability stems from former operations at Lodi and Belleville, New Jersey (the “Lodi facility” and the “Belleville facility” respectively). In April 2014, the EPA issued a revised Focused Feasibility Study (“FFS”), with remedial alternatives to address cleanup of the lower 8-mile stretch of the River. The EPA estimated that the cost for the remediation alternatives ranged from $365.0 million to $3.2 billion and the EPA’s preferred approach had an estimated cost of $1.7 billion. In April 2015, the CPG presented a draft of the RI/FS of the River to the EPA that included alternative remedial actions for the entire 17-mile stretch of the River. In March 2016, the EPA issued the Record of Decision (“ROD”) for the lower 8 miles of the River with a slight modification on its preferred approach and a revised estimated cost of $1.38 billion. In October 2016, the EPA announced that Occidental Chemicals Corporation (“OCC”) had entered into an agreement to develop the remedial design.

In August 2018, the EPA finalized a buyout offer of $0.3 million with Mallinckrodt, limited to its former Lodi facility, for the lower 8 miles of the River. In September 2021, the EPA issued the ROD for the upper 9 miles of the River selecting source control as the remedy for the upper 9 miles with an estimated cost of $441.0 million. In September 2022, Mallinckrodt entered into a conditional $0.3 million Early Cash-Out Consent Decree (“CD”) with the EPA as a buyout for its portion of the upper part of the River related to its former Lodi facility; finalization of the CD is subject to the EPA approval following the public comment period. The comment period resulted in a modification to the CD by the EPA which includes a cost reopener of $3.7 billion to the covenant not to sue. In January 2024, the United States filed the modified CD with the DNJ and a motion for entry and response to comments was filed. One of the parties, OCC, filed a brief in opposition to the motion to enter the modified CD. In December 2024, the judge granted the motion to enter the modified CD and the requests from OCC for discovery, oral argument and a hearing were denied. In January 2025, Nokia of America appealed the judge’s decision to the Third Circuit Court of Appeals. It is expected that the U.S. Department of Justice will file a response to the OCC and Nokia briefs in October 2025.

The portion of the liability related to the Belleville facility was discharged against Mallinckrodt as a result of the plan of reorganization effective June 16, 2022. The portion of the liability related to the Lodi facility remains a part of the reserve until the CD is lodged.

As of September 26, 2025, Mallinckrodt estimated that its remaining liability related to the River was $21.1 million, which was included within environmental liabilities on the unaudited condensed consolidated balance sheet as of September 26, 2025. Despite the issuance of the revised FFS and the RODs for both the lower and upper River by the EPA, the RI/FS by the CPG, and the conditional CD by the EPA, there are many uncertainties associated with the final agreed-upon remediation, potential future liabilities and Mallinckrodt’s allocable share of the remediation. Given those uncertainties, the amounts accrued may not be indicative of the amounts for which Mallinckrodt may be ultimately responsible and will be refined as the remediation progresses.

Other Matters

Par Health or its subsidiaries are defendants in a number of other pending legal proceedings relating to present and former operations, acquisitions and dispositions. Par Health does not expect the outcome of these proceedings, either individually or in the aggregate, to have a material adverse effect on its financial condition, results of operations and cash flows.

CAPITALIZATION

The following table sets forth Par Health’s capitalization as of June 27, 2025, on a historical basis and on a pro forma basis to give effect to the pro forma adjustments included in Par Health’s Pro Forma Financial Information (as defined in the section of this Information Statement entitled “Unaudited Pro Forma Condensed Combined Financial Information”). The information below is not necessarily indicative of what Par Health’s capitalization would have been had the Spin-off been completed as of June 27, 2025. In addition, it is not indicative of Par Health’s future capitalization. This table should be read in conjunction with the Historical Financial Statements and the sections of this Information Statement entitled “Unaudited Pro Forma Condensed Combined Financial Information”, “Management’s Discussion and Analysis of Mallinckrodt’s Specialty Generics Business’ Financial Condition and Results of Operations” and “Management’s Discussion and Analysis of Endo’s Sterile Injectable and Generic Pharmaceuticals Business’ Financial Condition and Results of Operations.”

DIVIDENDS

Until the end of the Escrow Period described in the section of this Information Statement entitled “Information About the Transaction—Closing of Redemption,” Par Health will not be permitted to pay any dividends on its capital stock. Any declaration and payment of future dividends to holders of Par Health Common Stock will be at the sole discretion of the Par Health Board and will depend on many factors, including Par Health’s financial condition, earnings, capital requirements, level of indebtedness and statutory and contractual restrictions applying to the payment of dividends and other considerations that the Par Health Board deems relevant.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“Pro Forma Financial Information”) has been prepared in accordance with Article 11 of Regulation S-X and presents the unaudited pro forma condensed combined balance sheet as of June 27, 2025, and the unaudited pro forma condensed combined statements of operations for the six months ended June 27, 2025, and for the fiscal year ended December 27, 2024. The unaudited Pro Forma Financial Information gives effect to the completed merger between Mallinckrodt and Endo, the Financing (as defined below), Endo’s reorganization and application of fresh start accounting, and the spin-off of Mallinckrodt SGx and Endo GxSI as described below.

The unaudited Pro Forma Financial Information is not necessarily indicative of the financial results that would have occurred if the transactions described below occurred on the dates indicated, nor is it indicative of the financial position or results of operations in future periods.

The following Pro Forma Financial Information is derived from the Historical Financial Statements, which were prepared on a carve-out basis as these businesses did not operate as standalone entities for the periods presented. Accordingly, such historical financial statements reflect allocations of certain corporate and shared costs including costs related to support functions that are provided on a centralized basis, such as expenses for executive oversight, treasury, tax, accounting and finance, legal, human resources, shared services, compliance, information technology, selling, research and development (“R&D”) and other corporate functions, as well as employee-related costs (including restructuring costs), and other operating costs, that are either specifically identifiable or clearly applicable to the Mallinckrodt SGx and Endo GxSI businesses.

The unaudited Pro Forma Financial Information should be read in conjunction with the accompanying notes to the unaudited Pro Forma Financial Information. In addition, the unaudited Pro Forma Financial Information was based on and should be read in conjunction with the following:

The unaudited Pro Forma Financial Information reflects the pro forma effects of the following:

The Term Facility bears interest at a rate of Term SOFR (as defined in the Credit Agreement) plus 7.00% per annum, subject to a Term SOFR floor of 2.00%. The Company capitalized $28.3 million of certain third-party debt issuance costs in connection with executing the Credit Agreement. Approximately $26.8 million of the capitalized costs was attributed to the Term Facility and was recorded as a direct reduction of long-term debt on the unaudited pro forma condensed combined balance sheet. Approximately $1.5 million was attributed to the Revolving Facility and recorded within other assets on the unaudited pro forma condensed combined balance sheet. These capitalized costs will be amortized into interest expense over the five-year term of the Credit Agreement. Certain of the proceeds received from the Financing were utilized by Parent and its subsidiaries to prepay and redeem historical debt of Parent and its subsidiaries and fund transaction costs related to the Business Combination.

ST 2020, the Borrower and certain of their subsidiaries, which shall be members of the SpinCo Group, will remain liable for the indebtedness under the Credit Agreement upon the separation of the Company from Mallinckrodt and such indebtedness is therefore given effect to in the unaudited pro forma condensed combined balance sheet as of June 27, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 27, 2025 and the year ended December 27, 2024.

The unaudited pro forma condensed combined balance sheet as of June 27, 2025 combines the unaudited combined balance sheet of Mallinckrodt SGx as of June 27, 2025 and the unaudited combined balance sheet of Endo GxSI as of June 30, 2025, giving effect to the Business Combination, the Financing, and the Spin-off, as if they had occurred or been consummated on June 27, 2025. The Reorganization and Fresh-Start Accounting is reflected in the historical combined balance sheet of Endo GxSI as of June 30, 2025. The quarterly balance sheet information is combined within the Pro Forma Financial Information, given the difference in the fiscal year end of Mallinckrodt SGx and Endo GxSI is less than one quarter.

The unaudited pro forma condensed combined statement of operations for the six months ended June 27, 2025 combines the unaudited combined statements of operations of Mallinckrodt SGx for the six months ended June 27, 2025 and Endo GxSI for the six months ended June 30, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 27, 2024 combines the audited combined statements of operations of Mallinckrodt SGx for the year ended December 27, 2024 and Endo GxSI for the period from April 24, 2024 through December 31, 2024 (Successor) and for the period from January 1, 2024 through April 23, 2024 (Predecessor). The quarterly and annual income statement information is combined within the Pro Forma Financial Information, given the difference in the fiscal year end of Mallinckrodt SGx and Endo GxSI is less than one quarter. The unaudited pro forma condensed combined statements of operations give effect to the Business Combination, the Financing, the Reorganization and Fresh-Start Accounting, and the Spin-off as if they had been consummated on December 30, 2023, the beginning of the most recently completed fiscal year.

The Business Combination is reflected in the unaudited Pro Forma Financial Information, using the acquisition method of accounting under ASC Topic 805, Business Combinations (“ASC 805”), which requires that one of the two companies in the Business Combination be designated as the acquirer for accounting purposes. Mallinckrodt, Mallinckrodt SGx’s parent, was designated as the accounting acquirer in the Business Combination for accounting purposes. The assets and liabilities of Endo have been measured at fair value based on various preliminary estimates, using assumptions that Mallinckrodt believes are reasonable based on information that is currently available. Mallinckrodt’s basis reflecting the fair market value of assets and liabilities acquired has been presented in the unaudited condensed pro forma financial statements of the Endo GxSI businesses as push-down adjustments.

Mallinckrodt SGx has historically operated as a reportable segment of Mallinckrodt, with its financial results consolidated under Mallinckrodt and reported within the Mallinckrodt SGx segment. Generic Pharmaceuticals and Sterile Injectables have historically operated as reportable segments of Endo, with their financial results consolidated under Endo and reported within the Generic Pharmaceuticals and Sterile Injectables segments. Mallinckrodt SGx and Generic Pharmaceuticals and Sterile Injectables have not historically operated as standalone entities, and separate financial statements were not previously prepared. In connection with the anticipated Spin-off, the combined historical financial statements of Mallinckrodt SGx and Endo GxSI were prepared on a carve-out basis derived from the historical accounting records of Mallinckrodt and Endo. The assets and liabilities of Mallinckrodt SGx and Endo GxSI transferred to Par Health in connection with the Spin-off will be recorded at Mallinckrodt’s carrying values in the financial statements of Par Health.

The unaudited pro forma adjustments are preliminary and have been presented solely for the purpose of providing unaudited Pro Forma Financial Information prepared in accordance with Article 11 of Regulation S- X. Accounting for the acquisition of Endo in accordance with ASC 805 will be reflected in Mallinckrodt’s financial statements. As such, Mallinckrodt’s basis in the assets and liabilities acquired has been presented in the unaudited condensed pro forma financial statements of the Endo GxSI businesses as push-down adjustments. The acquisition accounting for the Endo acquisition is preliminary, pending finalization of various estimates and analyses. Since the unaudited Pro Forma Financial Information has been prepared based on preliminary estimates of fair values attributable to the Business Combination, the actual amounts eventually recorded, including goodwill, may differ materially from the information presented and could have a material impact on the accompanying unaudited Pro Forma Financial Information and the combined company’s future results of operations and financial position. As described further in Note 4, the unaudited Pro Forma Financial Information reflects modifications to the preliminary estimated fair value of certain assets and liabilities acquired in the Business Combination to reflect refined expectations regarding the future performance of the Endo GxSI businesses.

The unaudited Pro Forma Financial Information does not reflect any cost or growth synergies that the combined Company may achieve as a result of the Business Combination or the Spin-off nor the costs to combine operations or to achieve these cost or growth synergies.

The unaudited Pro Forma Financial Information has been prepared to include transaction accounting adjustments (including the impact of changes to capital structure) and autonomous entity adjustments to reflect the financial condition and results of operations as if Par Health were a standalone entity, which management believes are reasonable and supportable. Transaction accounting adjustments have been presented to show the impact and associated cost as a result of the Spin-off, including the transfer of additional benefit plan and other employee benefit assets and liabilities, and the tax matters agreement. Autonomous entity adjustments have been presented to show the impact of items such as the transition services agreement and lease agreement and incremental costs expected to be incurred as an autonomous entity. Actual future costs incurred may materially differ from these estimates.