ANI Pharmaceuticals (ANIP) Proxy filing summary

Executive summary

• Achieved record net revenues of $883.4 million in 2025, up 43.8% year-over-year, and adjusted non-GAAP EBITDA of $229.8 million, a 47.3% increase, driven by Rare Disease and Generics growth.

• Rare Disease portfolio generated $422.6 million in revenue, with flagship product Cortrophin Gel growing 75.6% year-over-year and expanding into new indications.

• Generics revenue grew 27.6% to $384.1 million, supported by new product launches and ongoing R&D investment.

• Focus remains on accelerating Rare Disease leadership, disciplined Generics execution, and strategic capital deployment.

Voting matters and shareholder proposals

• Election of seven director nominees for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (Say on Pay) and on the frequency of future Say on Pay votes.

• Approval of the Amended and Restated 2022 Stock Incentive Plan, increasing authorized shares by 962,000.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent; separate CEO and Chair roles.

• Annual board and committee self-assessments, stock ownership guidelines, and a clawback policy are in place.

• Committees: Audit and Finance, Compensation, and Nominating and Corporate Governance, all with independent chairs.

• ESG oversight is assigned to the Nominating and Corporate Governance Committee.