HARROW, INC.

In addition to the other information contained in this Quarterly Report, you should consider the risk factors and the other information in our Annual Report on Form 10-K for the year ended December 31, 2025, including our audited financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any such risks actually occur, our business, financial condition, results of operations and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock would likely decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Below we provide, in supplemental form, material changes or additions to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K, which are incorporated herein by reference.

The following new risk factor supplements the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

Products licensed from third parties contain category-based commercialization restrictions and could require divestiture of competitive products.

We license commercial rights to certain of our products, including VEVYE, under agreements that contain covenants restricting the parties’ ability to develop, market, or commercialize other products. In the case of VEVYE, the license agreement restricts us, in essence, from commercializing other prescription products indicated for the treatment of dry eye disease in the United States and Canada. The agreement also provides that, if we acquire a product whose commercialization would violate our restriction, we must notify the licensor and use commercially reasonable efforts to divest or terminate our rights to commercialize that product within a specified period, generally twelve months, and that compliance with those obligations avoids a breach of the restriction.

In October 2026, we completed the acquisition of TYRVAYA nasal spray, a prescription product indicated for the treatment of the signs and symptoms of dry eye disease. Out of an abundance of caution, and without conceding that the license agreement restricts sale of TYRVAYA, we provided notice to the VEVYE licensor of the acquisition. We have not yet obtained the consent or waiver of the licensor of VEVYE and the parties have not agreed on whether the restriction applies to our acquisition of TYRVAYA. Discussions with the VEVYE licensor remain ongoing.

If we cannot reach an acceptable arrangement with the VEVYE licensor regarding TYRVAYA, we may need to seek an alternative arrangement to achieve the financial outcome we expected from the acquisition, including divesting the asset or terminating certain of our rights to commercialize TYRVAYA in the United States and Canada. We may be unable to complete any such divestiture or rights termination on favorable terms, or at all, and the proceeds may be substantially less than the consideration we paid. We may also remain obligated to pay up to $70,000,000 in contingent milestone payments to the seller unless a purchaser or licensee assumes those obligations, and we may not realize the anticipated benefits of the TYRVAYA acquisition. If we were determined to be in material breach of the license agreement and failed to cure, the VEVYE licensor could seek to terminate the agreement, which would materially harm our business. Any resolution with the VEVYE licensor may also require us to agree to modified economic terms or other commitments that are less favorable to us than our current arrangements.

The following risk factor amends and restates in its entirety the risk factor titled “Our sales depend on coverage and reimbursement from government and commercial third-party payors, and pricing and reimbursement pressures have affected, and are likely to continue to affect, our profitability” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Our sales depend on coverage and reimbursement from government and commercial third-party payors, and pricing and reimbursement pressures have affected, and are likely to continue to affect, our profitability.

Sales of our products depend on the availability and extent of coverage and reimbursement from third-party payors, including government healthcare programs and private insurance plans. Payors continue to implement measures to manage utilization and contain costs, including step edits, prior authorization, formulary restrictions, increased patient cost sharing, and reimbursement rate reductions. These actions may reduce the number of patients for whom our products are reimbursed, delay or restrict patient access, and limit our ability to increase prices or maintain pricing levels, any of which could adversely affect our revenues and profitability.

In the United States, legislative and regulatory actions continue to focus on reducing drug costs, including measures affecting Medicare reimbursement and manufacturer financial obligations. In addition, policymakers and CMS have advanced proposals that would reference prices in other economically comparable countries in determining Medicare beneficiary cost-sharing and/or additional manufacturer rebate obligations, sometimes described as “most-favored-nation” or international reference pricing policies. CMS has proposed mandatory demonstration models, including GLOBE for Medicare Part B and GUARD for Medicare Part D, that would assess additional manufacturer rebates based on international benchmarks for certain therapeutic categories that include ophthalmology or ophthalmic agents. Because certain of our ophthalmic products are reimbursed under Medicare Part B, and we may develop or acquire additional products reimbursed by government programs, these and similar initiatives could be particularly relevant to our business. Moreover, because we do not own global rights to many of the products we market in the United States and generally do not control commercialization or pricing outside the United States for those products, we may have limited or no ability to affect non-U.S. pricing that could be used as a benchmark under most-favored-nation or international reference pricing initiatives, which could increase our exposure to such policies.

Our reported revenues also depend on significant estimates of variable consideration, including estimates for government rebates, commercial rebates, chargebacks, wholesaler fees, distribution service fees, returns, administrative fees, patient assistance programs, and other gross-to-net revenue deductions. These estimates require judgment and are based on available information regarding contractual terms, channel inventory, product utilization, payor mix, wholesaler and distributor data, government program requirements, and historical and expected claims activity. Actual deductions may differ from our estimates, and we may be required to adjust revenues in future periods as new information becomes available or as claims are submitted, reconciled, disputed, validated, settled, or otherwise resolved.

From time to time, we may receive rebate claims, chargebacks, fee-for-service deductions, invoices, or other claims from government agencies, wholesalers, distributors, customers, former product owners, or other third parties that we believe are unsupported, overstated, duplicative, attributable to another party or product, or otherwise inconsistent with applicable contracts, statutes, regulations, or program requirements. The resolution of these matters may require significant management judgment, data reconciliation, legal analysis, and interaction with third parties, and may involve uncertainty regarding matters such as product attribution, labeler codes, utilization data, 340B exclusions, Medicaid and Medicare program rules, wholesaler deduction timing, and other assumptions. If our estimates are inaccurate, if disputed amounts are ultimately resolved adversely to us, or if we are unable to obtain credits, offsets, refunds, recoupments, or other recoveries for amounts we believe were improperly claimed or deducted, our revenues, gross margins, cash flows, financial condition, and results of operations could be adversely affected.

We cannot predict the scope, timing, or ultimate impact of these or other policy, payor, reimbursement, pricing, or gross-to-net developments. If such developments decrease coverage or reimbursement, increase rebates or other price concessions, limit utilization, or result in revenue adjustments that differ materially from our estimates, our business, financial condition, results of operations, and cash flows could be materially adversely affected.