Mallinckrodt plc Files 8-K on Security Holder Rights and Bylaws

TL;DR

MNK filed an 8-K on Oct 8th regarding changes to security holder rights & bylaws.

AI Summary

Mallinckrodt plc filed an 8-K on October 15, 2025, reporting on events that occurred on October 8, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also lists "Other Events" and "Financial Statements and Exhibits" as items of disclosure.

Why It Matters

This filing signals potential changes affecting Mallinckrodt's security holders and corporate governance, which could impact investor decisions.

Risk Assessment

Risk Level: medium — Changes to security holder rights and bylaws can indicate significant corporate events or restructuring that may affect the company's future operations and stock value.

Key Players & Entities

• Mallinckrodt plc (company) — Registrant
• October 8, 2025 (date) — Date of Earliest Event Reported
• October 15, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — of 45,564 preferred shares, par value US$0.001 per share (each, a " Preferred Share ")
• $0.01 — outstanding ordinary share, par value US$0.01 per share (the " Ordinary Shares "), of
• $10,000,000,000 — Ordinary Shares following an initial US$10,000,000,000 having first been paid in aggregate to
• $3,005,000,000 — rized share capital of the Company to US$3,005,000,000 and 25,000 divided into 500,000,000 Ord

Filing Documents

• tm2528698d1_8k.htm (8-K) — 37KB
• tm2528698d1_ex3-1.htm (EX-3.1) — 405KB
• tm2528698d1_ex4-1.htm (EX-4.1) — 42KB
• tm2528698d1_ex99-1.htm (EX-99.1) — 8KB
• tm2528698d1_ex3-1img001.jpg (GRAPHIC) — 2KB
• tm2528698d1_ex3-1img002.jpg (GRAPHIC) — 46KB
• tm2528698d1_ex3-1img003.jpg (GRAPHIC) — 27KB
• tm2528698d1_ex99-1img001.jpg (GRAPHIC) — 210KB
• tm2528698d1_ex99-1img002.jpg (GRAPHIC) — 160KB
• 0001104659-25-099660.txt ( ) — 1368KB
• mnk-20251008.xsd (EX-101.SCH) — 3KB
• mnk-20251008_lab.xml (EX-101.LAB) — 33KB
• mnk-20251008_pre.xml (EX-101.PRE) — 22KB
• tm2528698d1_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modifications to Rights of Security Holders. On October 10, 2025, Mallinckrodt plc (the " Company ") declared the issuance (the " Issuance ") of 45,564 preferred shares, par value US$0.001 per share (each, a " Preferred Share "), of the Company for each outstanding ordinary share, par value US$0.01 per share (the " Ordinary Shares "), of the Company to shareholders of record as of the close of business on October 8, 2025 (the " Record Date "). The Preferred Shares were issued pursuant to article 3(d) of the Articles of Association of the Company (the " Articles of Association ") and the resolution of the board of directors of the Company on September 10, 2025, authorizing the Issuance and adopting the preferences, limitations and relative rights described in the Mallinckrodt plc 2025 Preferred Share Terms (the " Preferred Share Terms "), . The Preferred Share Terms include the following terms, among others: Voting Rights The Preferred Shares do not carry the right to attend, speak or vote at general meetings of the Company, and the holders of the Preferred Shares will have no right, in their capacity as holders of the Preferred Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such meeting. Dividends The Preferred Shares do not carry the entitlement to a dividend and the holders of the Preferred Shares will have no right, in their capacity as holders of the Preferred Shares, to participate in any dividends declared and paid by the Company. Redemption The Preferred Shares are redeemable at the option of the Company, acting by the Board of Directors (the " Board ") in its absolute discretion, at any time for (i) nil consideration; or (ii) such other consideration as may be determined by the Board in its absolute discretion (including any price that is less than, equal to or greater than the nominal value of the Preferred Shares) (the " Redemption Consideration "), and such Redemption Cons

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year . The disclosure set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.03 in its entirety. On October 8, 2025, the shareholders of the Company, approved an ordinary resolution to subdivide and increase the authorized share capital of the Company to US$3,005,000,000 and 25,000 divided into 500,000,000 Ordinary Shares of US$0.01 each, 3,000,000,000,000 Preferred Shares of US$0.001 each and 25,000 Ordinary A Shares of 1.00 each. The Articles of Association reflecting the amended authorized share capital of the Company were subsequently filed with the Irish Companies Registration Office, effective as of October 8, 2025. This summary does not purport to be complete and is qualified in its entirety by reference to the Articles of Association of the Company effective as of October 8, 2025, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On October 14, 2025, the Company mailed a letter to its shareholders, including brokers holding Ordinary Shares and Preferred Shares on behalf of beneficial holders, to notify them of the Issuance and provide certain other information in relation to the ownership of the Preferred Shares. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. The following exhibits are filed as part of this report: Exhibit Number Description 3.1 Memorandum and Articles of Association of Mallinckrodt plc, effective as of October 8, 2025 4.1 Mallinckrodt plc 2025 Preferred Share Terms 99.1 Letter to Shareholders and Brokers, dated October 14, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MALLINCKRODT PLC Date: October 15, 2025 By: /s/ Mark Tyndall Name: Mark Tyndall Title: Executive Vice President and Chief Legal Officer & Corporate Secretary -4-

View Full Filing

View this 8-K filing on SEC EDGAR