Form 8-K

8-K — Amphastar Pharmaceuticals, Inc.

Accession: 0001297184-26-000031

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001297184

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — amph-20260507x8k.htm (Primary)

EX-99.1 (amph-20260507xex99d1.htm)

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8-K

8-K (Primary)

Filename: amph-20260507x8k.htm · Sequence: 1

Amphastar Pharmaceuticals, Inc._May 7, 2026

0001297184false00012971842026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event Reported): May 7, 2026

Amphastar Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36509

33-0702205

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

11570 6th Street

Rancho Cucamonga, California

91730

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (909) 980-9484

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AMPH

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, Amphastar Pharmaceuticals, Inc. issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

Press release, dated May 7, 2026, issued by Amphastar Pharmaceuticals, Inc.

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2026

Amphastar Pharmaceuticals, Inc.

By:

/s/ WILLIAM J. PETERS

William J. Peters

Chief Financial Officer, Executive Vice President and Treasurer

EX-99.1

Filename: amph-20260507xex99d1.htm · Sequence: 2

EXHIBIT 99.1

Amphastar Pharmaceuticals Reports Financial Results for the Three Months Ended March 31, 2026

- Net revenues of $171.2 million for the three months ended March 31, 2026

- GAAP net income of $6.4 million, or $0.14 per share, for the first quarter

- Adjusted non-GAAP net income of $19.5 million, or $0.42 per share, for the first quarter

- Company to hold a conference call today at 2:00 p.m. Pacific Time

RANCHO CUCAMONGA, CA – May 7, 2026 – Amphastar Pharmaceuticals, Inc. (NASDAQ: AMPH) (“Amphastar” or the “Company”), a biopharmaceutical company focused on developing, manufacturing, and commercializing technically challenging generic and proprietary injectable, inhalation, and intranasal products, today reported results for the three months ended March 31, 2026.

“In the first quarter of 2026, we continued to strengthen our commercial foundation and core business, highlighted by the approval and subsequent launch of Ipratropium Bromide HFA, while also making meaningful advancements across our pipeline that will support our long‑term strategy,” said Dr. Jack Zhang, Amphastar’s President and Chief Executive Officer. “To begin the year, we broadened our portfolio through an exclusive license agreement for a fully synthetic corticotropin compound. At the same time, we remain committed to investing in our proprietary pipeline and capabilities, which we believe will support sustainable long-term growth.”

Three Months Ended

March 31,

2026

2025

(in thousands, except per share data)

Net revenues

171,171

170,528

GAAP net income

6,420

25,285

Adjusted non-GAAP net income*

19,478

36,871

GAAP diluted EPS

0.14

0.51

Adjusted non-GAAP diluted EPS*

0.42

0.74

* Adjusted non-GAAP net income and adjusted non-GAAP diluted EPS are non-GAAP financial measures. Please see the discussion in the section entitled “Non-GAAP Financial Measures” and the reconciliation of GAAP to non-GAAP financial measures in Table III of this press release.

First Quarter Results

Three Months Ended

March 31,

Change

2026

2025

Dollars

(in thousands)

Net revenues:

BAQSIMI®

32,434

38,355

(5,921)

(15)

Primatene MIST®

29,763

29,051

712

Epinephrine

19,213

18,587

626

Lidocaine

13,460

13,644

(184)

(1)

Glucagon

9,170

20,843

(11,673)

(56)

Other products

67,131

50,048

17,083

Total net revenues

171,171

170,528

643

Changes in net revenues as compared to the first quarter of the prior year were primarily driven by:

● BAQSIMI® sales decreased primarily due to a lower average selling price, as a result of a change in gross-to-net discounts due to changes in chargebacks and rebates and changes to the customer mix, impacting sales of approximately $8.0 million. This decrease was partially offset by an increase in unit volumes, contributing $2.0 million in sales driven by our continued marketing efforts

● Primatene MIST® sales increased due to an increase in unit volumes

● Epinephrine sales increased primarily due to an increase in demand for our epinephrine pre-filled syringe, as a result of other supplier shortages, contributing $4.1 million in sales. This increase was partially offset by a decrease in our epinephrine multi-dose vial product, as a result of increased competition, impacting sales by $3.5 million

● Glucagon sales decreased primarily due to a decrease in unit volumes, impacting sales by $6.1 million, as well as a lower average selling price, which impacted sales by $5.6 million, as a result of competition and the continued shift to ready to use glucagon products such as BAQSIMI®

● Other pharmaceutical product sales increased primarily due to recently launched products including an increase in albuterol sales of $2.8 million, iron sucrose sales of $1.4 million and teriparatide sales of $2.2 million, which we launched in August 2024, August 2025, and December 2025, respectively. An increase in dextrose sales, driven by heightened demand resulting from supplier shortages in the market also positively impacted sales

Three Months Ended

March 31,

Change

2026

2025

Dollars

(in thousands)

Net revenues

171,171

170,528

643

Cost of revenues

100,849

85,277

15,572

Gross profit

70,322

85,251

(14,929)

(18)

as % of net revenues

41.1%

50.0%

Changes in the cost of revenues and gross margin were primarily driven by:

● Lower average selling price for our higher margin products, such as BAQSIMI®, glucagon, phytonadione, and our epinephrine multi-dose vial product

● Increased manufacturing expenses due to the expansion of our manufacturing facility in Rancho Cucamonga, CA

Three Months Ended

March 31,

Change

2026

2025

Dollars

(in thousands)

Selling, distribution, and marketing

11,927

11,866

General and administrative

18,028

15,996

2,032

Research and development

26,737

20,096

6,641

● General and administrative expenses increased primarily due to an increase in legal expenses, expenses associated with implementing a new ERP system and salary and personnel-related expenses

● Research and development expenses increased primarily due to spending for our insulin, inhalation, and proprietary pipeline products. Additionally, we had a $2.0 million upfront payment for the licensing agreement that we entered into with Nanjing Hanxin Pharmaceutical Technology Co., Ltd., during the quarter

Three Months Ended

March 31,

Change

2026

2025

Dollars

(in thousands)

Non-operating expenses:

Interest income

2,400

2,089

311

Interest expense

(6,553)

(6,286)

(267)

Other income (expenses), net

575

(2,234)

2,809

(126)

Total non-operating expenses, net

(3,578)

(6,431)

2,853

(44)

The change in non-operating expenses, net, is primarily a result of foreign currency fluctuation, as well as mark-to-market adjustments relating to our interest rate swap contracts during the three months ended March 31, 2026.

Cash flow provided by operating activities for the three months ended March 31, 2026, was $47.8 million.

Pipeline Information

The Company currently has one abbreviated new drug application (“ANDA”) and one biosimilar insulin candidate filed with the FDA targeting products with a combined market size exceeding $1.6 billion, along with two biosimilar products in development targeting products with a market size exceeding $3.7 billion, and two generic products in development targeting products with a market size of over $0.8 billion. This market information is based on IQVIA data for the 12 months ended March 31, 2026. The Company is developing multiple proprietary products with injectable, topical and intranasal dosage forms.

The Company’s proprietary pipeline also includes four recently in-licensed products including three proprietary peptides targeting oncology and ophthalmology indications, and a fully synthetic corticotropin compound designed to address inflammatory and autoimmune conditions.

Conference Call Information

The Company will hold a conference call to discuss its financial results today, May 7, 2026, at 2:00 p.m. Pacific Time.

To access the conference call, dial toll-free (877) 407-0989 or (201) 389-0921 for international callers, ten minutes before the conference.

The call can also be accessed on the Investors page on the Company’s website, www.amphastar.com.

Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company is disclosing non-GAAP financial measures when providing financial results. The Company believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with GAAP. As a result, the Company is disclosing certain non-GAAP results, including (i) Adjusted non-GAAP net income (loss) and (ii) Adjusted non-GAAP diluted EPS, which generally excludes amortization expense, share-based compensation, impairment charges, certain debt issuance costs, legal settlements, and other one-time events in order to supplement investors’ and other readers’ understanding and assessment of the Company’s financial performance because the Company’s management uses these measures internally for forecasting, budgeting, and measuring its operating performance. Whenever the Company uses such non-GAAP measures, it will provide a reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation

of non-GAAP measures to their most directly comparable GAAP measures set forth below and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.

Market Data

This press release contains market data that we obtained from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and sound as of the date of this press release, actual results may differ from the projections.

About Amphastar Pharmaceuticals, Inc.

Amphastar is a biopharmaceutical company that focuses on developing, manufacturing, and commercializing technically challenging generic and proprietary injectable, inhalation, and intranasal products. Additionally, the Company sells active pharmaceutical ingredient, or API products. Most of the Company’s finished products are contracted and distributed through group purchasing organizations, drug wholesalers, and drug retailers. More information and resources are available at www.amphastar.com.

Amphastar’s logo and other trademarks or service marks of Amphastar, including, but not limited to Amphastar®, BAQSIMI®, Primatene MIST®, REXTOVY®, Amphadase®, and Cortrosyn®, are the property of Amphastar.

Forward Looking Statements

All statements in this press release and in the conference call referenced above that are not historical are forward-looking statements, including, among other things, statements relating to our expectations regarding future financial performance and business trends, our future growth and our ability to continue to scale, sales and marketing of our products, market size and expansion, product portfolio, product development, the timing of FDA filings or approvals, the timing of product launches, acquisitions and other matters related to our pipeline of product candidates, the timing and results of clinical trials, the impact of our products, including their potential for continued revenue growth, the strategic trajectory of and market for our product pipeline, our long-term strategic vision, our ability to leverage our existing expertise and technology, the impacts of any licensing agreements and ability to commercialize additional therapies, our in-house manufacturing expertise, our ability to deliver high-quality, affordable therapies to patients, our commercial momentum and position in the market. These statements are not facts but rather are based on Amphastar’s historical performance and our current expectations, estimates, and projections regarding our business, operations, and other similar or related factors. Words such as “may,” “might,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Amphastar’s control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Amphastar’s filings with the Securities and Exchange Commission (“SEC”), including in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and our other filings or reports that we may file with the SEC. In particular, there can be no guarantee that our sales strategies will be successful, or that we will continue to experience significant sales of BAQSIMI®. You can locate these reports through our website at http://ir.amphastar.com and on the SEC’s website at www.sec.gov. The forward-looking statements in this release speak only as of the date of the release. Amphastar undertakes no obligation to revise or update information or any forward-looking statements in this press release or the conference call referenced above to

reflect events or circumstances in the future, even if new information becomes available or if subsequent events cause our expectations to change.

Contact Information:

Amphastar Pharmaceuticals, Inc.

Bill Peters

Chief Financial Officer

(909) 476-3416

Table I

Amphastar Pharmaceuticals, Inc.

Condensed Consolidated Statement of Operations

(Unaudited; in thousands, except per share data)

Three Months Ended

March 31,

2026

2025

Net revenues

171,171

170,528

Cost of revenues

100,849

85,277

Gross profit

70,322

85,251

Operating expenses:

Selling, distribution, and marketing

11,927

11,866

General and administrative

18,028

15,996

Research and development

26,737

20,096

Total operating expenses

56,692

47,958

Income from operations

13,630

37,293

Non-operating expenses:

Interest income

2,400

2,089

Interest expense

(6,553)

(6,286)

Other income (expenses), net

575

(2,234)

Total non-operating expenses, net

(3,578)

(6,431)

Income before income taxes

10,052

30,862

Income tax provision

3,632

5,577

Net income

6,420

25,285

Net income per share:

Basic

0.14

0.53

Diluted

0.14

0.51

Weighted-average shares used to compute net income per share:

Basic

45,322

47,641

Diluted

46,458

49,890

Table II

Amphastar Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

March 31,

December 31,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

170,939

170,177

Restricted cash

235

Short-term investments

121,012

112,635

Restricted short-term investments

2,200

Accounts receivable, net

147,848

143,560

Inventories

170,194

176,890

Income tax refunds and deposits

9,605

17,167

Prepaid expenses and other assets

11,650

13,152

Total current assets

633,683

636,016

Property, plant, and equipment, net

307,231

310,567

Finance lease right-of-use assets

185

221

Operating lease right-of-use assets

71,496

42,931

Goodwill and intangible assets, net

559,623

565,965

Other assets

33,480

31,135

Deferred tax assets

42,464

Total assets

1,648,162

1,629,299

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities

152,688

148,348

Income taxes payable

414

239

Current portion of long-term debt

1,671

1,641

Current portion of operating lease liabilities

9,705

7,928

Total current liabilities

164,478

158,156

Long-term reserve for income tax liabilities

5,926

Long-term debt, net of current portion and unamortized debt issuance costs

609,801

608,749

Long-term operating lease liabilities, net of current portion

65,201

37,684

Other long-term liabilities

29,365

29,979

Total liabilities

874,771

840,494

Commitments and contingencies

Stockholders’ equity:

Preferred stock: par value $0.0001; 20,000,000 shares authorized; no shares issued and outstanding

—

Common stock: par value $0.0001; 300,000,000 shares authorized; 62,134,449 and 44,636,846 shares issued and outstanding, respectively, as of March 31, 2026 and 61,779,883 and 45,645,497 shares issued and outstanding, respectively, as of December 31, 2025

Additional paid-in capital

543,816

535,380

Retained earnings

673,301

666,881

Accumulated other comprehensive loss

(5,736)

(5,314)

Treasury stock

(437,996)

(408,148)

Total stockholders' equity

773,391

788,805

Total liabilities and stockholders’ equity

1,648,162

1,629,299

Table III

Amphastar Pharmaceuticals, Inc.

Reconciliation of Non-GAAP Measures

(Unaudited; in thousands, except per share data)

Three Months Ended

March 31,

2026

2025

GAAP net income

6,420

25,285

Adjusted for:

Intangible asset amortization

6,270

6,240

Share-based compensation

9,274

8,393

Litigation provision

1,000

—

Income tax provision on pre-tax adjustments

(3,486)

(3,047)

Adjusted non-GAAP net income

19,478

36,871

Adjusted non-GAAP net income per share:

Basic

0.43

0.77

Diluted

0.42

0.74

Weighted-average shares used to compute adjusted non-GAAP net income per share:

Basic

45,322

47,641

Diluted

46,458

49,890

Three Months Ended March 31, 2026

Selling,

General

Research

Cost of

distribution

and

Income

revenue

and marketing

administrative

development

tax provision

GAAP

100,849

11,927

18,028

26,737

3,632

Intangible asset amortization

(6,250)

—

(1)

(19)

—

Share-based compensation

(2,456)

(360)

(5,137)

(1,321)

—

Litigation provision

—

(1,000)

—

Income tax provision on pre-tax adjustments

—

3,486

Non-GAAP

92,143

11,567

11,890

25,397

7,118

Three Months Ended March 31, 2025

Selling,

General

Research

Cost of

distribution

and

Income

revenue

and marketing

administrative

development

tax provision

GAAP

85,277

11,866

15,996

20,096

5,577

Intangible asset amortization

(6,220)

—

(1)

(19)

—

Share-based compensation

(2,338)

(313)

(4,569)

(1,173)

—

Income tax provision on pre-tax adjustments

—

3,047

Non-GAAP

76,719

11,553

11,426

18,904

8,624

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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