ANI PHARMACEUTICALS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

ANI PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 9, 2026

To Our Stockholders:

At ANI Pharmaceuticals, our purpose is clear: Serving Patients, Improving Lives. We believe the progress we made in 2025 positions us to fulfill this mission for years to come. We delivered record financial performance while continuing to advance our transformation into a leading Rare Disease company. Importantly, our Generics and Brands businesses generated meaningful cash flows to support our Rare Disease business. Our success reflects the strength of our strategy and the dedication of our employees throughout our organization. As we progress through 2026, I am confident that we are well-positioned to deliver continued growth and meaningful value creation for all of our stakeholders.

A Year of Record Performance

2025 marked a year of exceptional growth across the organization, led by continued momentum in Rare Disease and sustained execution in Generics. For the full year 2025, we generated record net revenues of $883.4 million, representing 43.8% growth year-over-year, and an increase in adjusted non-GAAP EBITDA 1 of 47.3% to $229.8 million. Since 2022, we have more than tripled revenue and more than quadrupled adjusted non-GAAP EBITDA, reflecting the strength of our R&D capabilities, operational execution and disciplined focus on our strategic priorities.

Rare Disease – Driving our Transformation

At the core of our efforts is our Rare Disease franchise. In 2025, our Rare Disease portfolio generated $422.6 million in revenue, including $347.8 million in net sales from our lead product Purified Cortrophin® Gel (“Cortrophin Gel”), which grew 75.6% year-over-year.

Cortrophin Gel’s performance was broad-based as we expanded our reach into underpenetrated indications across neurology, nephrology, rheumatology, pulmonology, and ophthalmology, allowing us to serve more patients. More than half of Cortrophin Gel prescribers were new to ACTH therapy, highlighting our success in expanding awareness of this important treatment option.

We also see a meaningful opportunity for Cortrophin Gel in acute gouty arthritis flares, an indication unique to the Cortrophin Gel label. In 2025, acute gouty arthritis flares accounted for approximately 15.0% of Cortrophin Gel utilization. Following successful pilots in primary care and podiatry, we are now investing in a dedicated organization of approximately 90 people to expand adoption in this underserved patient population. This measured investment reflects our confidence in Cortrophin Gel’s multi-year growth runway and our focus on high-return commercial initiatives.

Within ophthalmology, 2025 was a reset year for ILUVIEN. Our efforts centered on strengthening the commercial organization, expanding peer-to-peer education, and implementing alternative access pathways to help physician practices navigate Medicare-related dynamics. We remain confident in the long-term opportunity across both diabetic macular edema and chronic non-infectious uveitis affecting the posterior segment and are committed to returning the franchise to sustainable growth in 2026.

1 Adjusted non-GAAP EBITDA is not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). See Appendix B to this Proxy Statement for the definition of this non-GAAP measure and a reconciliation to the most directly comparable GAAP financial measure.

Generics and Brands – Supporting Sustainable Growth

Beyond Rare Disease, our Generics business delivered another year of strong performance in 2025, reflecting the depth of our R&D capabilities, U.S. based manufacturing footprint and operational excellence. Generics revenue grew 27.6% to $384.1 million, driven by a steady cadence of new product launches and consistent reliable supply of existing products. We continue to invest a high single-digit percentage of Generics revenue into R&D to sustain 10 to 15 product launches annually. Our Brands business remains an important contributor to ANI, characterized by reliability of supply, strong margins, and cash flow generation.

Continued Momentum into 2026 and Beyond

As we continue to grow, ANI remains focused on three priorities: accelerating our transformation to a leading Rare Disease company, maintaining disciplined execution in Generics, and deploying capital thoughtfully to expand the scope and scale of our Rare Disease business. With a clear strategy and a solid financial foundation, we believe ANI is well positioned to build on this momentum and continue delivering for patients and our stockholders.

Sincerely,

Nikhil Lalwani

Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, May 21, 2026, 9:00 A.M. (Eastern Time)

Virtual Meeting Only — No Physical Meeting Location

The Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held as a virtual-only meeting on Thursday, May 21, 2026 at 9:00 A.M. Eastern Time. We have adopted a virtual format for the Annual Meeting to provide a convenient experience to all stockholders regardless of location. If you received a 16-digit control number included on your proxy card or on the voting instruction form that accompanied your proxy materials, you will be able to attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visitingwww.virtualshareholdermeeting.com/ANIP2026.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided in the accompanying Proxy Statement.

Only holders of record of the Company’s Common Stock and Class C Special Stock as of the close of business on March 23, 2026 are entitled to notice of and to vote at the Annual Meeting.

Your vote is very important. Regardless of whether you plan to attend the virtual Annual Meeting, we strongly encourage you to vote in advance of the Annual Meeting. If you are a stockholder of record of Common Stock or Class C Special Stock, please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of Common Stock or Class C Special Stock in "street name" through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by your bank broker or other nominee, which include instructions for voting by Internet or telephone. For specific instructions on how to vote your shares, please refer to the section titled “How to Vote” on page 2 of the accompanying Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026.

THIS NOTICE OF THE 2026 ANNUAL MEETING, THE 2026 PROXY STATEMENT AND THE 2025 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM.

By Order of the Board of Directors,

Meredith W. Cook

Senior Vice President, General Counsel and Corporate Secretary

April 9, 2026

TABLE OF CONTENTS

i

Forward-Looking Statements

This proxy statement (including the CEO letter to stockholders) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this proxy statement (including the CEO letter to stockholders) are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “may,” “will,” “should,” “could,” “expects,” “estimates,” “plans,” “potential,” “future,” “believes,” “intends,” “continue,” other words of similar meaning, derivations of such words, and the use of future dates. Such forward-looking statements include, but are not limited to, statements concerning our planned future operations, strategies and growth potential; our financial performance, including our estimates of our expenses and capital requirements, and our expectations regarding our revenue potential (including revenue from licensing, royalties and sales) of our products; our beliefs regarding the strength of our strategy and dedication of our employees; our belief that we are well-positioned to deliver continued growth and meaningful value creation for all of our stakeholders; our focus on our current priorities of accelerating our leadership in Rare Disease, maintaining disciplined execution in Generics, and deploying capital thoughtfully to expand the scope and scale of our Rare Disease business; our development pipeline, including the structure, focus, success, cost and timing of our development activities, including nonclinical studies and clinical trials, and the reporting of data from those activities; our manufacturing capabilities and our ability to comply with significant regulations with respect to the manufacture of our products or, where applicable, our reliance on third parties to do the same; and selling and marketing strategies and associated costs to support the sales of our branded products, including Cortrophin Gel and ILUVIEN.

Any forward-looking statements in this proxy statement (including the CEO letter to stockholders) are based on the reasonable beliefs of our management as well as assumptions made by and information currently available to our management. Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors, some of which cannot be predicted or quantified, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in our Annual Report on Form 10-K, as well as in our other periodic reports filed with the U.S. Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can we assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

ii