S-3ASR 1 ny20081412x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on September 3, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3ASR

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMNEAL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			93-4225266 (I.R.S. Employer Identification Number)

400 Crossing Boulevard

Bridgewater, New Jersey 08807

Telephone: (908) 947-3120

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason B. Daly

Executive Vice President, Chief Legal Officer and Corporate Secretary

400 Crossing Boulevard

Bridgewater, New Jersey 08807

Telephone: (908) 947-3120

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Richard A. Fenyes, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			i
THE COMPANY			1
RISK FACTORS			2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			6
DESCRIPTION OF CAPITAL STOCK			7
SELLING STOCKHOLDERS			10
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			11
PLAN OF DISTRIBUTION			14
LEGAL MATTERS			17
EXPERTS			17
INFORMATION INCORPORATED BY REFERENCE			18
WHERE YOU CAN FIND MORE INFORMATION			18


	Shares of Amneal Class A Common Stock Beneficially Owned Prior to the Offering		Shares of Class A Common Stock Being Offered	Shares of Class A Common Stock Beneficially Owned After the Offering⁽¹⁾
Name of selling stockholder	(#)	(%)	(#)	(#)	(%)
CKR Investments, LLC	3,573,771	1.0%	3,573,771	—	—
CKR Dynasty, LLC	2,807,963	*%	2,807,963	—	—
Shivkan Holdings, LLC	3,573,771	1.0%	3,573,771	—	—
Shivkan Dynasty, LLC	2,807,963	*%	2,807,963	—	—
Rock Nola, LLC	12,763,469	3.7%	12,763,469	—	—
NP Investor Group, LLC	118,771	*%	118,771	—	—
Arjun Tarsadia Trust dated January 27, 2005	143,589	*%	143,589	—	—
Greg and Nola Casserly Trust dated May 3, 1995	1,750,238	*%	283,632	1,466,606	*%
Padmesh M. Patel Family Trust dated May 20, 2002	841,231	*%	124,089	717,142	*%
GLI Three, LLC	141,816	*%	141,816	—	—
Patel Family Trust dated December 6, 2006	130,363	*%	28,363	102,000	*%
Tejash and Sunita Patel Family Trust dated September 16, 2015	348,363	*%	28,363	320,000	*%
Dipan Patel Living Trust dated February 24, 2017	569,767	*%	141,816	427,951	*%
Cepheid Capital, LLC	283,632	*%	283,632	—	—
Anantya Capital, LLC	124,089	*%	124,089	—	—
AP-1 Trust	3,404,540	*%	354,540	3,050,000	*%
AP-2 Trust	3,080,288	*%	354,540	2,725,748	*%
AP-3 Trust	4,659,704	1.3%	354,540	4,305,164	1.2%
AP-5 Trust	4,659,704	1.3%	354,540	4,305,164	1.2%
AP-7 Trust	1,189,859	*%	144,710	1,045,149	*%
AP-9 Trust	1,189,859	*%	144,710	1,045,149	*%
Sunil Patel Family Trust dated February 6, 1990	511,634	*%	289,421	222,213	*%


SEC registration fee			$69,507
Legal fees and expenses			$75,000
Accounting fees and expenses			$100,000
Miscellaneous			$25,000
Total			$269,507


Exhibit Number			Description
1.1*			Form of Underwriting Agreement.
3.1			Amended and Restated Certificate of Incorporation of Amneal Pharmaceuticals, Inc. (formerly Amneal NewCo Inc.) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 8, 2023)
3.2			Amended and Restated Bylaws of Amneal Pharmaceuticals, Inc. (formerly Amneal NewCo Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A filed on December 15, 2023)
4.1			First Amendment to the Third Amended and Restated Stockholders Agreement by and among Amneal, Amneal Intermediate Inc., Amneal LLC, and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2026).
4.2			Third Amended and Restated Stockholders Agreement, dated as of November 7, 2023, by and among Amneal Group, Amneal Pharmaceuticals LLC, Amneal Intermediate Inc. and Amneal Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K,12B filed on November 8, 2023).
4.3			Amendment No. 1, dated as of August 2, 2019, to Second Amended and Restated Stockholders Agreement, by and among Amneal Pharmaceuticals Holding Company, LLC, a Delaware limited liability company, AP Class D Member, LLC, a Delaware limited liability company, AP Class E Member, LLC, a Delaware limited liability company, AH PPU Management, LLC, a Delaware limited liability company, and Amneal Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 5, 2019).
4.4			Description of Registrant’s Securities (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed on March 14, 2024).
5.1			Opinion of Simpson Thacher & Bartlett LLP.
23.1			Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
23.2			Consent of Ernst & Young LLP.
23.3			Consent of Grant Thornton LLP.
24.1			Powers of Attorney.
107			Filing Fee Table


			AMNEAL PHARMACEUTICALS, INC.

			By:			/s/ Anastasios Konidaris
						Anastasios Konidaris
						Executive Vice President, Chief Financial Officer


Signature	Title	Date

/s/ Chirag Patel	President, Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	September 3, 2026
Chirag Patel		September 3, 2026

/s/ Chintu Patel	Co-Chief Executive Officer and Director (Co-Principal Executive Officer)	September 3, 2026
Chintu Patel		September 3, 2026

/s/ Anastasios Konidaris	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	September 3, 2026
Anastasios Konidaris		September 3, 2026

*	Chairman of the Board and Director	September 3, 2026
Paul M. Meister	Chairman of the Board and Director	September 3, 2026

*	Director	September 3, 2026
Jeffrey P. George	Director	September 3, 2026

*	Director	September 3, 2026
J. Kevin Buchi	Director	September 3, 2026

*	Director	September 3, 2026
John J. Kiely, Jr.	Director	September 3, 2026

/s/ Anastasios Konidaris

Anastasios Konidaris

Attorney-In-Fact

September 3, 2026