Perrigo (PRGO) risk factors, FY2025 10-K

Perrigo's FY2025 10-K, filed Feb 26, 2026, lists 41 risk factors in 3 groups. Against the prior year's 42: 7 new, 8 dropped, 9 substantially reworded.

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Risk factors listed
413 groups
New this year
7vs 42 last year
Dropped
8since the prior 10-K
Substantially reworded
9of those kept
Section length
14k wordsItem 1A

What the changes say

  • Perrigo added risks regarding guidance volatility, cybersecurity, AI use, and leadership changes.
  • Goodwill impairment jumped to $1.542 billion.
  • Strategic reviews were launched for oral care and infant formula.

What changed since the prior 10-K

New

  • NewOperational Risks

    Our ability to achieve operating results in line with published guidance is inherently subject to significant uncertainties, and related share-price volatility may heighten our susceptibility to investor lawsuits and activist shareholder activity

    Failing to meet financial guidance could trigger stock-price volatility and shareholder lawsuits.

  • NewOperational Risks

    Our exposure to cybersecurity threats and third‑party information system vulnerabilities could result in a material adverse effect on our business

    Cybersecurity threats and third-party system vulnerabilities could disrupt business operations.

  • NewOperational Risks

    industrial espionage, interruptions or other system issues, unauthorized access and computer viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess and address

    Cyber-attacks like phishing and ransomware have caused immaterial disruptions, posing ongoing operational risks.

  • NewOperational Risks

    Our inability to timely and responsibly leverage emerging technologies, including generative artificial intelligence, could result in a material adverse effect on our business, and the use of emerging technologies generally could result in regulatory action, legal liability, operational challenges or reputational harm

    Inability to leverage emerging technologies like generative AI could hurt competitiveness and create regulatory liabilities.

  • NewOperational Risks

    We are subject to data privacy laws and regulations and our failure in compliance could result in a material adverse effect on our business

    Failure to comply with data privacy laws like the CCPA and GDPR could harm the business.

  • NewOperational Risks

    Management transition and our ability to attract and retain key personnel create uncertainties which may negatively impact our business

    Leadership transitions, including discontinued EVP roles and Roberto Khoury's appointment as CCO, create uncertainty.

  • NewTax Related Risks

    authorities, could be unfavorable, which could have a material adverse effect on our business

    Unfavorable outcomes from tax audits or litigation could materially affect operating results and cash flows.

Dropped

  • DroppedOperational Risks

    As the COVID-19 pandemic demonstrated, the global economy and the self-care markets in which we compete are susceptible to impacts from public health crises

  • DroppedOperational Risks

    A cybersecurity breach, disruption or misuse of our information systems, or our external business partners’ information systems could have a material adverse effect on our business

  • DroppedOperational Risks

    which, individually or collectively, could result in financial, legal, business or reputational harm to us and could have a material adverse effect on our business, financial condition and results of operations

  • DroppedOperational Risks

    Management transition creates uncertainties, and any difficulties we experience in managing such transitions may negatively impact our business

  • DroppedStrategic Risks

    The synergies and benefits expected from acquiring HRA Pharma and Gateway may not be realized in the amounts anticipated or at all and integrating HRA Pharma and Gateway's business may be more difficult, time consuming or costly than expected

  • DroppedStrategic Risks

    Failure to effectively monitor and respond to ESG matters, including our ability to set and meet reasonable goals related to climate change and sustainability efforts, may negatively affect our business and operations

  • DroppedStrategic Risks

    Our ability to achieve operating results in line with published guidance is inherently subject to numerous risks and other factors beyond our control. Publishing earnings guidance subjects us to risks, including increased stock volatility, that could lead to potential lawsuits by investors

  • DroppedTax Related Risks

    The resolution of uncertain tax positions, including any ongoing disputes with U.S. and foreign tax authorities, could be unfavorable, which could have a material adverse effect on our business

Reworded

  • 94% rewrittenStrategic Risks

    Our business, financial condition, and results of operations are subject to risks arising from the international scope of our operations

    Updated to mention 2025 U.S. tariffs, potential pharmaceutical tariffs, and the February 2026 Supreme Court ruling striking down certain tariffs.

  • 90% rewrittenStrategic Risks

    There can be no assurance that our business strategy and related strategic initiatives, including restructurings, will be executed effectively or achieve their intended effects

    Removed specific mentions of Project Energize and Supply Chain Reinvention Program, generalizing the restructuring and initiative risks.

  • 58% rewrittenOperational Risks

    Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control

    Retained core consumer self-care store brand dependency and retailer promotional activity risks without major text alterations.

    Was: Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, and our results may be volatile due to these or other circumstances beyond our control

  • 54% rewrittenStrategic Risks

    We have recorded significant goodwill and intangible assets on our balance sheet as a result of previous acquisitions, which could become impaired and lead to material charges in the future

    Updated goodwill and intangible asset net book value to $2.1 billion and total three-year impairments to $1,542.0 million.

  • 44% rewrittenStrategic Risks

    Moreover, the financing of any acquisition can have a material impact on our liquidity, credit ratings and financial position. Alternatively, issuing equity to pay all or a portion of acquisition purchase price would dilute our existing shareholders

    Added disclosure that the company commenced a strategic review and is exploring alternatives for its oral care and infant formula businesses.

  • 43% rewrittenStrategic Risks

    We operate in jurisdictions that could be affected by economic and geopolitical instability, which could have a material adverse effect on our business

    Retained geopolitical instability and travel advisory risks for regulatory inspections without altering core text.

  • 34% rewrittenOperational Risks

    We operate in highly regulated industries, and any inability to timely meet current or future regulatory requirements could have a material adverse effect on our business and operating results

    Added potential or actual government shutdowns to the list of regulatory and compliance challenges.

  • 29% rewrittenOperational Risks

    Disruption of our supply chain, including as a result of pandemics, global health crises, wars or other civil unrest, including the war in Ukraine, or in the Middle East, could have a material adverse effect on our business, financial condition, results of operations and cash flows

    Added the ability to manufacture to the supply chain disruption and pandemic risk factors.

    Was: Disruption of our supply chain, including as a result of the pandemics, global health crises, or wars or other civil unrest, including the war in Ukraine, or in the Middle East, could have a material adverse effect on our business, financial condition, results of operations and cash flows

  • 29% rewritten

    Litigation and Insurance Risks

All 41 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Litigation and Insurance Risks29% rewritten

Tax Related Risks

  1. 02Capital and Liquidity Risks
  2. 34authorities, could be unfavorable, which could have a material adverse effect on our businessNew
  3. 35Changes to tax laws and regulations or the interpretation thereof could have a material adverse effect on our results of operations and the ability to utilize cash in a tax efficient manner
  4. 36Our effective tax rate or cash tax payment requirements may change in the future, which could adversely impact our future results of operations
  5. 37Our indebtedness could adversely affect our ability to invest in our business and implement our strategic initiatives
  6. 38We cannot guarantee that we will buy back our ordinary shares pursuant to our announced share repurchase plan or that our share repurchase plan will enhance long-term shareholder value
  7. 39Any additional shares we may issue could dilute your ownership in the Company
  8. 40We are incorporated in Ireland; Irish law differs from the laws in effect in the United States and may afford less protection to, or otherwise adversely affect, our shareholders
  9. 41We may be limited in our ability to pay dividends in the future

Operational Risks

  1. 03We face competition from other consumer packaged goods and pharmaceutical companies, which may threaten the demand for and pricing of our products
  2. 04If we do not continue to develop, manufacture, and market innovative products, introduce new line extensions, and expand into adjacent categories that meet customer demands, our net sales may be negatively impacted and we may lose market share
  3. 05We operate in highly regulated industries, and any inability to timely meet current or future regulatory requirements could have a material adverse effect on our business and operating results34% rewritten
  4. 06Limitations on reimbursement, continuing healthcare reforms, and changes to reimbursement methods in the United States and other countries may have an adverse effect on our financial condition and operating results
  5. 07Unfavorable publicity or consumer perception of the safety, quality, and efficacy of our products could have a material adverse effect on our business
  6. 08Lack of availability, or significant increases in the cost, of raw materials used in manufacturing our products could have a material adverse effect on our profit margins and operating results
  7. 09Disruption of our supply chain, including as a result of pandemics, global health crises, wars or other civil unrest, including the war in Ukraine, or in the Middle East, could have a material adverse effect on our business, financial condition, results of operations and cash flows29% rewritten
  8. 10A disruption at any of our main manufacturing facilities could have a material adverse effect on our business, financial position, and results of operations
  9. 11Our business could be negatively affected by the performance of our collaboration partners and suppliers, and any such adverse impact could be material
  10. 12Our business depends upon certain customers for a significant portion of our sales, therefore our business would be adversely affected by a disruption of our relationship with these customers or any material adverse change in these customers' businesses
  11. 13Our businesses could be adversely affected by deteriorating economic conditions in the countries in which we operate, shifts in the retail landscape, and changes in consumer behavior, and our results may be volatile due to these or other circumstances beyond our control58% rewritten
  12. 14Our ability to achieve operating results in line with published guidance is inherently subject to significant uncertainties, and related share-price volatility may heighten our susceptibility to investor lawsuits and activist shareholder activityNew
  13. 15Our exposure to cybersecurity threats and third‑party information system vulnerabilities could result in a material adverse effect on our businessNew
  14. 16industrial espionage, interruptions or other system issues, unauthorized access and computer viruses. Such events may be difficult to detect, and once detected, their impact may be difficult to assess and addressNew
  15. 17Our inability to timely and responsibly leverage emerging technologies, including generative artificial intelligence, could result in a material adverse effect on our business, and the use of emerging technologies generally could result in regulatory action, legal liability, operational challenges or reputational harmNew
  16. 18We are subject to data privacy laws and regulations and our failure in compliance could result in a material adverse effect on our businessNew
  17. 19Management transition and our ability to attract and retain key personnel create uncertainties which may negatively impact our businessNew

Strategic Risks

  1. 20We may not realize the benefits of business acquisitions, divestitures, and other strategic transactions, which could have a material adverse effect on our operating results
  2. 21Moreover, the financing of any acquisition can have a material impact on our liquidity, credit ratings and financial position. Alternatively, issuing equity to pay all or a portion of acquisition purchase price would dilute our existing shareholders44% rewritten
  3. 22We have recorded significant goodwill and intangible assets on our balance sheet as a result of previous acquisitions, which could become impaired and lead to material charges in the future54% rewritten
  4. 23There can be no assurance that our business strategy and related strategic initiatives, including restructurings, will be executed effectively or achieve their intended effects90% rewritten
  5. 24If we are unable to maintain effective internal control over financial reporting, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares could be adversely affected
  6. 25Our business, financial condition, and results of operations are subject to risks arising from the international scope of our operations94% rewritten
  7. 26Additionally, we are subject to periodic reviews and audits by governmental authorities responsible for administering import and export regulations. To the extent that we are unable to successfully defend against an audit or review, we may be required to pay assessments, penalties, and increased duties
  8. 27We operate in jurisdictions that could be affected by economic and geopolitical instability, which could have a material adverse effect on our business43% rewritten
  9. 28The international scope of our business exposes us to risks associated with foreign exchange rates
  10. 29We are and may become involved in lawsuits and may experience unfavorable outcomes of such proceedings
  11. 30Increased scrutiny on pricing practices and competition, including antitrust enforcement activity by government agencies and class action litigation, may have an adverse impact on our business and operating results, which could be material
  12. 31The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the self-care and pharmaceutical industries
  13. 32If we fail to adequately protect our intellectual property, competitors may manufacture and market similar products
  14. 33Significant increases in the cost or decreases in the availability of the insurance we maintain could adversely impact our operating results and financial condition. Disputes with insurers on the scope of existing policies may limit the coverage available under such policies

Other Perrigo 10-Ks

  • FY2024 10-K risk factors
    42 risks

    Perrigo faces significant risks from regulatory compliance, legal and antitrust scrutiny, and supply chain disruptions. Debt obligations totaling $3.6 billion and international operational exposure dominate the risk profile.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.