PERRIGO Co plc

Note 11

NOTE 11 -INDEBTEDNESS

Total borrowings are summarized as follows (in millions):

(1) Discussed collectively herein as the "Senior Secured Credit Facilities".

(2) Discussed below collectively as the “2032 Notes”.

• Debt denominated in euros subject to fluctuations in the euro-to-U.S. dollar exchange rate.

Credit Agreements

On April 20, 2022, we and our indirect wholly owned subsidiary, Perrigo Investments, LLC (the “Borrower”) entered into the senior secured credit facilities, which consisted of (i) a $1.0 billion five-year revolving credit facility (the “Revolver”), (ii) a $500.0 million five-year Term Loan A facility (the “Term Loan A Facility” and the Term A Loans thereunder, the “Term A Loans”), and (iii) a $1.1 billion seven-year Term Loan B facility (the “Term Loan B Facility” and the Term B Loans thereunder borrowed on April 20, 2022, the “2022 Term B Loans”, pursuant to a Credit Agreement (the “Credit Agreement”).

On December 15, 2023, we and the Borrower entered into Amendment No. 1 and Incremental Assumption Agreement (the “Amendment”) to the Credit Agreement. The Amendment provided for a fungible add on to the 2022 Term B Loans in an aggregate principal amount of $300.0 million (the “2023 Incremental Term B Loans”). The terms of the 2023 Incremental Term B Loans, including pricing and maturity, are identical to the 2022 Term B Loans. The net proceeds from the 2023 Incremental Term B Loans were used to settle the cash tender offer by Perrigo Finance Unlimited Company (“Perrigo Finance”), a public unlimited company incorporated under the laws of Ireland and an indirect wholly-owned finance subsidiary of Perrigo for $300.0 million in aggregate principal amount of 3.900% Senior Notes due 2024 (“2024 Notes”). The tender offer was settled on December 15, 2023, and Perrigo Finance accepted for purchase $300.0 million of the 2024 Notes and paid approximately $295.1 million in aggregate cash consideration (excluding accrued interest). On December 15, 2024, we and the Borrower entered into Amendment No. 2 to the Credit Agreement, which established a new tranche of loans under the Term B Facility (the “Term B Loans”) and which refinanced all of the 2023 Incremental Term B Loans and the 2022 Term B Loans outstanding under the Credit Agreement in the aggregate amount of $984.7 million, which resulted in a repricing to lower interest rate and increased the discount by $1.5 million. The Term B Loans will mature on April 20, 2029.

Note 11

On March 20, 2026, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Perrigo Investments, the other subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A. and J. P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent and the other lenders party thereto. The Amended and Restated Credit Agreement amends and restates the Credit Agreement to, among other things, (i) extend the maturity of the Revolving Facility (defined below), (ii) eliminate the credit spread adjustment applicable to loans under the Revolving Facility and (iii) amend such other provisions of the Credit Agreement for the benefit of the Company. The Amended and Restated Credit Agreement provides for a $1.0 billion revolving credit facility maturing on March 20, 2031 (the “Revolving Facility”) and a $972.4 million term loan B facility maturing on April 20, 2029 (the “Term Loan B Facility” and together with the Revolving Facility, the “Senior Secured Credit Facilities”). The outstanding balance and maturity date of the Term Loan B Facility remain unchanged under the Amended and Restated Credit Agreement. The Company used the proceeds from a drawdown on the Revolving Facility to prepay the Term A Loans (as defined in the Credit Agreement) in their entirety, together with any accrued and unpaid interest and fees thereon and pay any associated transaction costs.

The Senior Secured Credit Facilities are being incurred by Perrigo Investments and will continue to be guaranteed, along with any hedging or cash management obligations entered into with a lender, by the Company and certain other wholly-owned subsidiaries of the Company (the “Guarantor Subsidiaries”). Additionally, the Borrower and the Guarantor Subsidiaries provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.300% Notes due 2043 issued by the Company, and the Guarantor Subsidiaries, the Company and the Borrower provide full and unconditional guarantees, jointly and severally, on a senior unsecured basis, of the 5.150% Notes due 2030, the 6.125% USD Notes due 2032, the 5.375% Euro Notes due 2032 and the 4.900% Notes due 2044 issued by Perrigo Finance.

We are subject to financial covenants in the Senior Secured Credit Facilities. The agreements contain financial covenants that require the Borrower and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio of 3.00 to 1.00 at the end of each fiscal quarter and (b) not fall below a minimum interest coverage ratio of 3.00 to 1.00 at the end of each fiscal quarter, provided that such covenants apply only to the Revolving Facility and the Term Loan B Facility. If we consummate certain qualifying acquisitions during the term of the loan, we can elect to increase the maximum first lien secured net leverage ratio covenant to 3.25 to 1.00 for the quarter in which the acquisition occurs and the three following fiscal quarters thereafter.

During the three months ended September 26, 2026, principal repayments of $2.5 million were made on the Term Loan B Facility. During the nine months ended September 26, 2026, principal repayments of $426.8 million were made on the Term Loan A Facility and Term Loan B Facility.

Using proceeds received as a result of the Dermacosmetics Business divestment, a repayment was made in the amount of $335.0 million on the Revolving Facility on May 12, 2026. As of September 26, 2026, borrowings outstanding under the Revolving Facility totaled $92.6 million. There wereno borrowings outstanding under the Revolver as of December 31, 2025.

We were in compliance with all the covenants under our debt agreements as of September 26, 2026.

Other Financing

We have overdraft facilities available that we use to support our cash management operations. We report any balances outstanding in the above table under “Other financing”. There wereno material borrowings outstanding under the overdraft facilities as of September 26, 2026 or December 31, 2025.

We have financing leases that are reported in the above table under “Other financing” (refer to Note 7).