PRELIMINARY COPY DATED SEPTEMBER16, 2019 — SUBJECT TO COMPLETION

AMAG PHARMACEUTICALS, INC.

CONSENT REVOCATION STATEMENT

BY THE BOARD OF DIRECTORS OF AMAG PHARMACEUTICALS, INC.
IN OPPOSITION TO A CONSENT SOLICITATION BY CALIGAN PARTNERS LP

September [•], 2019

This consent revocation statement (including the annex attached hereto, this “Consent Revocation Statement”) and the enclosedGREEN Consent Revocation Card are being furnished by the Board of Directors (the “Board”) of AMAG Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “AMAG”) as of the Record Date (as defined below), to the holders of outstanding shares of the Company’s common stock, par value $0.01 per share (the “AMAG Common Stock”), in connection with the Board’s opposition to the solicitation of written consents from the Company’s stockholders (the “Caligan Consent Solicitation”) by Caligan Partners LP and certain other participants (collectively “Caligan”). This Consent Revocation Statement and the enclosedGREENConsent Revocation Card are first being mailed to stockholders on or about September [•], 2019.

The primary purpose of the Caligan Consent Solicitation is to replace four of the nine directors that you duly elected with a slate of nominees chosen by Caligan (the “Caligan Nominees”). Caligan proposes to effect this by soliciting your written consent to five proposals, each of which is described in this Consent Revocation Statement.

A consent in favor of Caligan’s proposals would be a consent to replace four of the Board’s nine directors with the Caligan Nominees, who would then comprise nearly half of the Board.Caligan has no duty to act in the best interests of the Company’s stockholders (including when selecting potential nominees to serve on the Board).

YOUR BOARD, WHICH IS COMPOSED OF EIGHT INDEPENDENT DIRECTORS, IS COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL OF OUR STOCKHOLDERS.

YOUR BOARD UNANIMOUSLY OPPOSES THE CALIGAN CONSENT SOLICITATION AND URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY CALIGAN BUT INSTEAD TO SIGN, DATE AND RETURN THEGREEN CONSENT REVOCATION CARD INCLUDED WITH THESE MATERIALS.

The record date for purposes of determining stockholders entitled to give their written consent to the Caligan Proposals is the close of business on [•], 2019 (the “Record Date”). Only holders of record as of the close of business on the Record Date may execute, withhold or revoke consents with respect to the Caligan Consent Solicitation.

As of the Record Date, there were [•] shares of AMAG Common Stock outstanding, each of which is entitled to one vote on each of the Caligan Proposals (as defined below). None of the Caligan Proposals will be effective unless the delivery of the written consents complies with the Amended and Restated Bylaws of the Company (the “Bylaws”) and with Section 228(c) of the Delaware General Corporation Law (“DGCL”). For the Caligan Proposals to be effective under Delaware law and the Bylaws, properly completed and unrevoked written consents from holders of record representing at least a majority of the shares of AMAG Common Stock outstanding as of the close of business on the Record Date must be delivered to the Company within 60 days of the earliest dated written consent delivered to the Company. A stockholder delivered the first written consent to the Company on [•], 2019. Therefore, properly completed and unrevoked consents must be received from holders of the requisite number of shares of AMAG Common Stock no later than [•], 2019 under applicable law in order for the Caligan Proposals to become effective.

If you have previously signed and returned Caligan’s white consent card, you have every right to change your decision and revoke your consent prior to the time the consents become effective. Whether or not you have signedexpect to attend the white consent card, we urge youAnnual Meeting online, please promptly complete your proxy by Internet, telephone or mail as indicated above in order to markassure representation of your shares. If completing a proxy by mail, no postage need be affixed if the “REVOKE MY CONSENT” boxes on the enclosedGREEN Consent Revocation Card and to sign, date and mail the cardproxy is mailed in the postage-paid envelope provided. Although submitting a consent revocation willUnited States. Do not havesend any legal effectcertificates with your proxy. Even if you have not previously submitted a consent card, it will help us keep track ofvoted by proxy, you may still vote during the progress of the consent process. Regardless of the number of shares you own, it is important for you to deliver aGREENConsent Revocation Card.PLEASE ACT TODAY AND MAKE YOUR VOICE HEARD REGARDING THE FUTURE OF YOUR COMPANY.

If you have any questions about giving your consent revocation or require assistance, please call:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF CONSENT REVOCATION MATERIALS

Copies of the Consent Revocation Statement and any other consent solicitation materials provided by the Company are available without charge on our website atwww.amagpharma.com under“Investors”. Information on our website does not constitute part of the Company’s consent revocation materials.

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QUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION STATEMENT

YOUR BOARD URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY CALIGAN, BUT INSTEAD TO SIGN AND RETURN THEGREEN CONSENT REVOCATION CARD INCLUDED WITH THIS CONSENT REVOCATION STATEMENT.

If you have previously signed and returned Caligan’s white consent card, you have every right to change your decision and revoke your consent prior to the date the consents become effective. Whether or not you have signed the white consent card, we urge you to mark the “REVOKE MY CONSENT” boxes on the enclosedGREEN Consent Revocation Card and to sign, date and mail the card in the postage-paid envelope provided.Please act today and make your voice heard regarding the future of your company.

Q:     Why Am I Receiving This Consent Revocation Statement?

A:     Caligan became a stockholder of AMAG on June21, 2019 and rapidly accumulated beneficial ownership of approximately 10.3% of AMAG Common Stock. Caligan is now soliciting consents from AMAG stockholders to (i) remove, without cause, the following four members of the Board: Gino Santini, Davey S. Scoon, John A. Fallon, M.D. and James R. Sulat, (ii) elect Caligan’s four hand-picked nominees to serve on the Board: Paul Fonteyne, David Johnson, Lisa Gersh and Kenneth Shea, and (iii) implement certain other corporate actions related to the Bylaws (collectively, the “Caligan Proposals”).

You are receiving this Consent Revocation Statement as a stockholder of AMAG as of the Record Date for the Caligan Consent Solicitation. As further described below, you should sign, date and deliver the enclosedGREEN Revocation Card, by mail,meeting electronically if you wish to:

1.      revoke any consent that to may have delivered or caused to be delivered to approveattend the Caligan Proposals; or

2.      express your opposition to the Caligan Proposals, even if you have not delivered a consent.

You should carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged not to sign any white consent card you may receive from Caligan. Instead, you can reject the solicitation efforts of Caligan and revoke your consent by promptly completing, signing, dating and mailing the enclosedGREEN Consent Revocation Card using the postage-paid envelope provided.

Q:     Who Is Conducting This Solicitation for Consent Revocation?

A:     AMAG’s Board of Directors.

Q:     What Are We Asking You to Do?

A:     You are being asked to revoke any consent that you may have delivered in favor of the Caligan Proposals described in the Caligan Consent Solicitation Statement and, by doing so, preserve the current composition of your Board, which will continue to act in your best interests. If you have not previously submitted a consent, the Board recommends that you do not sign any white consent card sent to you by Caligan.

You may revoke a previously submitted consent and express your opposition to the Caligan Proposals (regardless of whether you have previously submitted a consent) by signing, dating and delivering the enclosedGREENConsent Revocation Card by mail using the enclosed pre-paid envelope to our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”). By checking “REVOKE MY CONSENT” and signing, dating and delivering theGREEN Consent Revocation Card, you will be revoking (or instructing your nominee to revoke) any consent previously delivered to Caligan. You will also be authorizing AMAG to act on your behalf to take any steps necessary to ensure that such revocation is properly executed. Your revocation, if any, will be executed in accordance with the instructions specified on theGREEN Consent Revocation Card.

Please be aware that if you sign aGREEN Consent Revocation Card but do not check any of the boxes on the card, you will be treated as having revoked any prior consent to all of the Caligan Proposals except that you will not be treated as having revoked your consent to removal of any director or election of any director whose name is written in the space provided in theGREEN Consent Revocation Card.

Q:     Why Should I Oppose Caligan’s Efforts to Replace Nearly Half the Board?

A:     Your Board has unanimously determined that the Caligan Proposals are not in the best interests of the Company’s stockholders and that stockholders should reject these proposals. AMAG held its 2019 Annual Meeting on May16, 2019, less than four months ago, where our stockholders elected each member of the current Board. Each of the four directorsonline. Please note, however, that Caligan is seeking to remove, Gino Santini, Davey S. Scoon, John A. Fallon M.D. and James R. Sulat, brings valuable experience and expertise to your Board. The biographical information of each director, including their experience, qualifications, attributes and skills, led to our Board’s recommendation that each should serve as a member of the Board. For more information on each director’s background, please see “Information about the Current Directors of the Company” on page 9 of this Consent Revocation Statement. While AMAG’s existing corporate governance provides multiple avenues for stockholders to express their views, the Board does not believe that another director election less than four months after the last one is in the best interests of AMAG or its stockholders. Rather, the Board believes that stockholder interests would be best served by allowing your validly elected directors to continue implementing AMAG’s strategic priorities and working to drive stockholder value.

As a result, your Board unanimously opposes the solicitation by Caligan and urges stockholders to reject the solicitation and revoke any consent previously submitted. For more information on the Board’s reasons and recommendations, please see “Reasons to Reject the Caligan Proposals” on page 5 of this Consent Revocation Statement.

Q:     What Happens if the Caligan Proposals Pass?

A:     If unrevoked consents representing a majority of the AMAG Common Stock outstanding as of the Record Date are delivered to us by [•], 2019, four of the nine current members of your Board would be replaced with the Caligan Nominees. In addition, the Bylaws would be amended to fix the size of the Board at no more than nine directors and to require a unanimous vote of directors for the Board to amend the Bylaws in any respect.

Q:     If I Have Already Delivered a Consent, Is It Too Late for Me To Change My Mind?

A:     No. You have every right to revoke your consent by delivering aGREENConsent Revocation Card at any time until the consents become effective. The consents will not become effective unless and until valid and unrevoked consents of record holders of at least a majority of the outstanding shares of AMAG Common Stock as of the Record Date are received by our Corporate Secretary prior to [•], 2019, the deadline for the Caligan Consent Solicitation under Delaware law.

Q:     What Should I Do to Revoke My Consent?

A:     Mark the “REVOKE MY CONSENT” boxes next to each proposal listed on the enclosedGREEN Consent Revocation Card. Then, sign, date and return theGREENConsent Revocation Card in the envelope provided. It is important that you date theGREEN Consent Revocation Card when you sign it.

If you beneficially own shares of AMAG Common Stock (but are not a record holder), including because your shares are held for you in an account withof record by a stock brokerage firm, bank nominee or other similar “street name” holder, you should sign, date and deliver theGREEN Consent Revocation Card to revoke the previously delivered consent with respect to your shares. By checking “REVOKE MYCONSENT” and signing, dating and delivering theGREEN Consent Revocation Card, you will be instructing your broker, bank, financial institutioncustodian or other nominee holderand you wish to act onvote at the Annual Meeting online, you must obtain a proxy issued in your behalf to take any steps necessary to ensurename from that a revocation is properly executed on your behalf.You will also be authorizing AMAG to act on your behalf to take any steps necessary to ensure that such revocation is properly executed. Your revocation, if any, will be executed in accordance with the instructions specified on theGREEN Consent Revocation Card.

Q:     What Is the Effect of Delivering aGREEN Consent Revocation Card?

A:     Marking “REVOKE MY CONSENT” on theGREEN Consent Revocation Card for a Caligan Proposal will have the effect of revoking any prior consent to such Caligan Proposal. Marking “DO NOT REVOKE MY CONSENT” for a Caligan Proposal will have no effect on any earlier dated consent that you may have delivered to Caligan with respect to such Caligan Proposal or, if you have not previously delivered a consent to Caligan

consenting to such Caligan Proposal, will have no effect on the outcome of the consent solicitation. Marking “ABSTAIN” on theGREEN Consent Revocation Card for a Caligan Proposal will be treated as an abstention on such Caligan Proposal. The approval of the Caligan Proposals requires the unrevoked consent to take the proposed actions of record holders of at least a majority of the outstanding shares of AMAG Common Stock as of the Record Date under Delaware law. An abstention with respect to a Caligan Proposal would not be considered a consent to take the proposed action, and therefore an abstention on theGREEN Consent Revocation Card would have the effect of revoking any previously delivered consent.

If theGREEN Consent Revocation Card is signed and returned, it will be voted in accordance with your instructions.If no direction is made with respect to any Caligan Proposal or all Caligan Proposals, by signing and dating theGREEN Consent Revocation Card, you will be treated as having revoked your consent with respect to each Caligan Proposal where no instruction was given, in accordance with the recommendations of the Board of Directors of the Company, except that you will not be deemed to have revoked your consentholder. Please refer to the removalenclosed form for instructions.

Important Notice Regarding the Availability of any director, or the election of any director, whose name is written in the space provided on Caligan Proposals 1 and 2.

Even if you have not submitted a consent, we urge you to submit aGREEN Consent Revocation Card because it will help us keep track of the progress of the consent solicitation process.

Q:     What Happens if I Do Nothing?

A:     If you do not send in any consent that Caligan may send you and do not return the enclosedGREEN Consent Revocation Card, you will effectively be declining to give your consent to the Caligan Proposals.

Q:     If I Submit aGREEN Consent Revocation Card Revoking My Consent, Can I Subsequently Revoke Such Consent Revocation?

A:     If you change your mind after submitting a Consent Revocation on the enclosedGREENConsent Revocation Card, you can submit a later dated consent to Caligan thereafter so long as such consent is submitted during the solicitation periodProxy Materials for the Caligan Consent Solicitation. DeliveryAnnual Meeting to be Held online on June 2, 2020, at 10:00 a.m., Eastern Time:

This Proxy Statement and Notice, the Proxy Card, and AMAG's 2019 Annual Report to Stockholders and any other proxy materials are available free of a later dated consent would havecharge atwww.amagpharma.com under the effectheading "Investors."

Table of revoking the earlier dated consent revocation.Contents

Q:     Who Is Entitled to Consent, Withhold Consent or Revoke a Previously Given Consent with Respect to the Caligan Proposals?

AMAG PHARMACEUTICALS, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
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A:     In accordance with Delaware law and the Bylaws, the Board has set [•], 2019 as the Record Date for the determination of the Company stockholders who are entitled to execute, withhold or revoke consents in connection with the Caligan Consent Solicitation. Only stockholders of record as of the close of business on the Record Date may execute, withhold or revoke consents with respect to the Caligan Proposals.

Q:     Who Should I Contact if I Have Questions About the Solicitation?

A:     Please contact Innisfree M&A Incorporated, the firm assisting us in soliciting the revocation of consents:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833

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AMAG PHARMACEUTICALS, INC.
1100 Winter Street
Waltham, Massachusetts 02451

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2020

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

The Annual Meeting

        Our Board of Directors (the "Board") is soliciting your proxy to vote at the 2020 Annual Meeting of Stockholders of AMAG Pharmaceuticals, Inc. (the "Annual Meeting") to be held online on Tuesday, June 2, 2020, at 10:00 a.m., local time, and at any adjournments or postponements of the Annual Meeting. This Proxy Statement explains the agenda, voting information and procedures for the Annual Meeting. Please read it carefully. This Proxy Statement and the accompanying proxy card were first mailed to our stockholders on or about April 29, 2020.

        At the Annual Meeting, the following proposals will be subject to a vote of our stockholders: (1) to elect the following nine nominees, nominated by our Board, to serve as directors, each to hold office until the next annual meeting and until his or her successor is elected and qualified, or until his or her earlier resignation or removal: Scott D. Myers, John A. Fallon, M.D., Paul Fonteyne, David Johnson, Kathrine O'Brien, Anne M. Phillips, M.D., FRCPC, Gino Santini, Davey S. Scoon and James R. Sulat; (2) to approve a stock option exchange program, pursuant to which employees may exchange eligible stock options for new stock options with an exercise price equal to the fair market value of the Company's common stock at the time of the exchange (the "Non-Executive Option Exchange Program"); (3) to approve a stock option exchange program, pursuant to which certain executive employees may exchange eligible stock options for new stock options with an exercise price equal to the fair market value of the Company's common stock at the time of the exchange (the "Executive Option Exchange Program"); and (4) an advisory vote on the compensation of our named executive officers.

        In this Proxy Statement, references to "Company," "AMAG," "we," "us," or "our" mean AMAG Pharmaceuticals, Inc. Any reference in this Proxy Statement to information found on our website,www.amagpharma.com, is for information purposes only and does not incorporate such information by reference into this Proxy Statement.

Who Is Entitled To Attend And Vote At The Annual Meeting?

        Only stockholders of record at the close of business on April 6, 2020, the record date (the "Record Date") for the Annual Meeting, are entitled to attend and vote at the Annual Meeting. On the Record Date, there were 34,269,975 shares of common stock outstanding and entitled to vote.

        If on the Record Date your shares were registered directly in your name with our transfer agent/registrar, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote electronically during the Virtual Annual Meeting or by proxy as described below.

        If on the Record Date your shares were held through a broker, bank, custodian or other nominee (each, a "Nominee"), then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that Nominee. Only your Nominee can vote your shares, but you have the right to give specific instructions to your Nominee regarding how to vote your shares

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at the Annual Meeting. Please follow the instructions for voting by proxy provided by your Nominee. You are also invited to attend the Virtual Annual Meeting.

How Many Votes Do I Have?

        Each stockholder is entitled to one vote for each share of our common stock held by such stockholder on the Record Date.

How Do I Vote?

        If you are a stockholder of record, you may vote online at the Annual Meeting or by proxy by following the instructions on the enclosed proxy card. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by telephone or Internet as instructed in the enclosed proxy card, or by completing, signing and dating the enclosed proxy card and returning it in the envelope provided. No postage is required if your proxy card is mailed in the United States. You may still attend the Annual Meeting online and vote during the meeting electronically even if you have already voted by proxy. If you plan to attend the Annual Meeting online, go to www.virtualshareholdermeeting.com/AMAG2020. Have your 16-digit control number from your proxy card available and follow the instructions on the site.

        If you are a beneficial owner of shares registered in the name of your Nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization. Simply follow the instructions for voting provided by your Nominee to ensure that your vote is counted. You may still attend the Annual Meeting online and vote during the meeting electronically even if you have already voted by proxy. However, if your shares are held in the name of your Nominee, to attend the meeting and vote your shares electronically during the Annual Meeting online, you must have your 16-digit control number from your broker.

        We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on June 2, 2020. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Technical support will be available starting at 9:45 a.m., Eastern Time on June 2, 2020.

        The persons named as attorneys-in-fact in the enclosed proxy card, Edward Myles and Joseph D. Vittiglio, were selected by the Board and are officers of AMAG. All properly executed proxies submitted in time to be counted at the Annual Meeting will be voted by such persons at the Annual Meeting. Where a choice has been specified in such proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications.If no such specifications are indicated, such proxies will be voted FOR each of the director nominees identified in Proposal 1, FOR Proposal 2 (the approval of the Non-Executive Option Exchange Program), FOR Proposal 3 (the approval of the Executive Option Exchange Program), and FOR Proposal 4 (the advisory vote on the compensation of our named executive officers).

        If any other matter should be presented at the Annual Meeting upon which a vote properly may be taken, shares represented by proxy will be voted in accordance with the judgment of the persons named in such proxy. At present, the Board knows of no other matters to be presented at the Annual Meeting.

How Many Votes Are Required To Approve Each Proposal?

        For Proposal 1, the election of nine directors, each nominee shall be elected as a director if the votes cast for such nominee's election exceed the votes cast against such nominee's election (i.e., a majority of the votes cast). Our Corporate Governance Guidelines provide that if an incumbent

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director is not elected by a majority of votes cast, the Governance and Risk Committee shall promptly consider his or her resignation, and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Governance and Risk Committee's recommendation within 30 days following certification of the stockholder vote.

        For each of Proposal 2 (the approval of the Non-Executive Option Exchange Program), Proposal 3 (the approval of the Executive Option Exchange Program), and Proposal 4 (the advisory vote on the compensation of our named executive officers), the vote of the holders of at least a majority of shares of common stock present or represented and voting on the matter at the Annual Meeting is required for approval (i.e., a majority of the votes cast). For non-routine matters, broker non-votes (discussed below) are not considered to have been voted "For" or "Against" a particular proposal and therefore have no effect on Proposals 1, 2, 3 or 4. Similarly, abstentions are not counted as voting on a matter and thus will have no effect on any of the Proposals.

        When a quorum is present at any meeting of stockholders, the holders of a majority of the stock present or represented and voting on a matter shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, our certificate of incorporation or our by-laws. At present, the Board knows of no other matters to be presented for stockholder action at the Annual Meeting.

What Does It Mean If I Receive More Than One Proxy Card?

        If you receive more than one proxy card, your shares may be registered in more than one name or are registered in different accounts. Please complete, sign, date, and return all proxy cards or vote by Internet or telephone as instructed on such proxy cards to be sure that all of your shares are voted.

Can I Change My Vote After I Deliver My Proxy?

        Yes. You may change your vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:

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Duly completing a later-dated proxy relating to the same shares and delivering it before the taking of the vote at the Annual Meeting.



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Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities.



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Delivering written notice to us before the taking of the vote at the Annual Meeting that you are revoking your proxy. Such notice should be sent to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Secretary.



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Attending the Annual Meeting online and voting during the meeting electronically. Simply attending the meeting online will not, in itself, revoke your proxy.

        If you wish to revoke a delivered proxy and your shares are held by a Nominee, you should follow the revocation instructions provided by that Nominee.

What Are "Broker Non-Votes" And What Discretion Does My Broker Have To Vote My Shares Held In "Street Name"?

        Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the Nominee holding the shares. Under national securities exchange rules, if the beneficial owner does not provide voting instructions, the Nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. A broker non-vote occurs when a Nominee holding the shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the

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Nominee does not have discretionary voting power and has not received instructions from the beneficial owner as to how to vote such shares.

        Pursuant to applicable stock exchange rules, (a) the election of directors, (b) the approval of the Non-Executive Option Exchange Program, (c) the approval of the Executive Option Exchange Program and (d) the advisory vote on compensation paid to our named executive officers, are considered non-routine matters. For non-routine matters, brokers do not have authority, discretionary or otherwise, to vote your shares unless they receive proper instructions to do so from you in a timely manner. If you hold your shares in street name, we strongly encourage you to submit your proxy by following the instructions provided by your Nominee and exercise your right to vote as a stockholder as promptly as possible.

What Constitutes A Quorum At The Annual Meeting?

        A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of at least a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date are present at the Annual Meeting, either online or represented by proxy. On the Record Date, there were 34,269,975 shares of our common stock outstanding and entitled to vote.

        Abstentions and broker non-votes are counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. If there is no quorum, the chairman of the meeting or the holders of a majority of shares present at the Annual Meeting, present online or represented by proxy, may adjourn the meeting to another date.

What Materials Should I Be Receiving In Connection With The Annual Meeting?

        Our Annual Report, including audited financial statements for the year ended December 31, 2019, is being mailed to you along with this Proxy Statement and Notice. This Proxy Statement and the accompanying Notice and proxy card were first mailed to our stockholders on or about April 29, 2020.

This Proxy Statement and Notice, the Proxy Card, and AMAG's 2019 Annual Report to Stockholders and any other proxy materials are also available free of charge atwww.amagpharma.com under the heading "Investors."

        If you share an address with any of our other stockholders, your household might receive only one copy of the Notice and Proxy Statement and Annual Report. To request individual copies of any of these materials for each stockholder in your household, please contact our Investor Relations Department by telephone at (617) 498-3300 or by post at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Investor Relations. We will deliver copies of the Notice and Proxy Statement and/or Annual Report promptly following your telephonic or mailed request. You may also contact Broadridge Financial Solutions, Inc. ("Broadridge") or your bank, broker or other custodian to request individual copies of any of these materials for each stockholder in your household. To ask that only one copy of any of these materials be mailed to your household, please contact your broker. For additional details on this practice (referred to as "householding") please see the discussion below under "Delivery of Documents to Stockholders Sharing an Address."

How Are We Soliciting Proxies And Tabulating Votes?

        We will bear all costs of solicitation of proxies. In addition to these proxy materials, our directors, officers and employees, without additional remuneration, may also solicit proxies through telephone, e-mail and in-person conversations. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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        We have engaged Innisfree M&A Incorporation ("Innisfree") to assist with the solicitation of proxies. Please contact Innisfree with any inquiries:

Innisfree M&A Incorporated
501 Madison Avenue, 20^th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 750-0926
Banks and Brokers may call collect: (212) 750-5833

        Votes will be tabulated by Broadridge.

How Can I Find Out The Results Of The Voting At The Annual Meeting?

        Preliminary voting results will be announced online at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.

When Are Stockholder Proposals And Director Nominations Due For Next Year's Annual Meeting?

        To be considered for inclusion in next year's proxy materials, stockholder proposals (other than director nominations, which can only be submitted as described below) must be submitted in writing to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Secretary and must be received by us no later than December 30, 2020. Proposals must satisfy the requirements and procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        If you wish to nominate a director or submit a proposal for consideration at our 2021 annual meeting of stockholders, you must submit such nomination or proposal in writing to our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Secretary. Such nomination or proposal must be received by us no earlier than February 2, 2021 and no later than March 4, 2021 and must satisfy the requirements described in our by-laws. For additional details, please see the discussion below under "Stockholder Proposals."

DELINQUENT SECTION 16(A) REPORTS

        Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of our common stock, referred to herein as "Reporting Persons," to file with the Securities and Exchange Commission (the "SEC"), initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all such filings. Based on our review of the copies of such filings received by us with respect to the year ended December 31, 2019, and written representations from our directors and executive officers who served in such capacity during the year ended December 31, 2019, we believe that all Reporting Persons complied with all Section 16(a) filing requirements for the year ended December 31, 2019, with the exception of one report on Form 3 for each of Kenneth Shea and Camber Capital Management LP, each of which reports was inadvertently filed late.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Unless otherwise noted, the following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2020 by the following persons:

•

Each person known by us to beneficially own more than 5% of our common stock;



•

Each of our directors and nominees for director;



•

Each of our named executive officers listed in the "Summary Compensation Table" included in this Proxy Statement; and



•

All of our current directors and executive officers as a group.

        "Beneficial ownership" is determined in accordance with the rules of the SEC and includes voting and investment power with respect to those shares. Pursuant to the rules of the SEC, the number of shares of common stock deemed outstanding includes shares issuable upon settlement of restricted stock units ("RSUs") and performance-based RSUs ("PSUs") held by the respective person or group that will vest or which may be settled within 60 days of March 31, 2020 and pursuant to options held by the respective person or group that are currently exercisable or may be exercised within 60 days of March 31, 2020. These stock options, RSUs and PSUs shall be deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned by such person or group but shall not be deemed to be outstanding for the purpose of computing the percentage of shares beneficially owned by any other person or group.

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PROPOSAL 1: ELECTION OF DIRECTORS

        You are being asked to vote for nine directors at this Annual Meeting, each of whom is currently a member of our Board. If you are voting by proxy, the persons named as proxies in the enclosed proxy card will vote "For" each of the nine nominees named below, unless you instruct otherwise.

        Each director elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each of the nominees has indicated his or her willingness to serve, if elected. The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board may recommend in the place of such nominee.

        The brief biographies below include certain information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Board to conclude that such nominee should continue to serve on the Board. Companies with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act are referred to in the biographies below as "public" companies. Two of our current directors, Robert J. Perez and Barbara Deptula, will not be nominees for election at the Annual Meeting. Additionally, in January 2020, AMAG announced that Mr. Heiden planned to step down as AMAG's President and Chief Executive Officer and that the Board had initiated a search for his successor. On April 28, 2020, the Board announced that it had appointed Scott D. Myers to serve as the President and Chief Executive Officer of AMAG and appointed Mr. Myers to serve as a member of the Board, and we are asking stockholders to approve the nomination of Mr. Myers for election to the Board at the Annual Meeting. In connection with Mr. Myers' appointment as President and Chief Executive Officer and appointment to the Board, Mr. Heiden resigned from our Board, effective April 28, 2020.

        Scott D. Myers, age 54, was appointed to our Board in April 2020 in connection with his appointment as President and Chief Executive Officer of AMAG. Prior to joining AMAG, Mr. Myers served as Chairman (starting in June 2018) and Chief Executive Officer (starting in September 2018) of Rainier Therapeutics ("Rainier"), a private clinical stage oncology company focused on metastatic bladder cancer, until January 2020. Prior to joining Rainier, Mr. Myers was the Chief Executive Officer, President and a member of the Board of Directors of Cascadian Therapeutics ("Cascadian"), a publicly traded oncology company, from April 2016 to March 2018. Before joining Cascadian, Mr. Myers was Chief Executive Officer of Aerocrine, AB, a Swedish gene therapy company, from September 2011 to July 2015. Mr. Myers also serves on the Board of Directors of Selecta Biosciences, a publicly traded medical device company, and Harpoon Therapeutics, a publicly traded oncology company. Mr. Myers holds a B.A. in Biology from Northwestern University and an M.B.A. from the Graduate School of Business at the University of Chicago. Our Board believes that Mr. Myers' experience managing strategic transactions in the life sciences industry and leading companies with development stage and commercial assets will contribute to the Board's expertise in developing, managing and commercializing AMAG's product portfolio.

        John A. Fallon, M.D., age 72, has been a director since September 2014. From 2004 until January 2016, Dr. Fallon served as Senior Vice President and Chief Physician Executive at Blue Cross & Blue Shield of Massachusetts ("BCBS"). Prior to his role at BCBS, Dr. Fallon served as Chief Executive Officer for clinical affairs at the State University of New York Downstate Medical Center, including University Hospital of Brooklyn and the clinical faculty practice plan. His professional experience also includes the Partners Healthcare System, where he was chairman of the physician network. Dr. Fallon was also the founder and Chief Executive Officer of North Shore Health System, a large physician-hospital organization in Massachusetts. He has served on the Board of Directors of Insulet Corporation, a public medical devices company, since 2012 and as the lead independent director from

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February 2015 to August 2016, and formerly served as the Chair of the Nominating, Governance and Risk Committee. Dr. Fallon has also served on the Board of Directors of Collegium Pharmaceutical Inc., a public pharmaceutical company, since June 2016 where he is also a member of the Audit Committee and the Chair of the Nominating and Governance Committee. Dr. Fallon also serves on the Board of Directors of NEHI (Network for Excellence in Health Innovation), a non-profit organization. In addition, he was a member of the Board of Directors of Exact Sciences Corporation, a public molecular diagnostics company, from January 2016 to July 2019, where he was also a member of the Audit Committee and Nominating and Governance Committee. Dr. Fallon practiced internal medicine for more than 20 years, fulfilled his residency at Boston City Hospital, is Board Certified in Internal Medicine and is a fellow of the American College of Physicians. He received a B.A. in chemistry from the College of the Holy Cross, an M.B.A from the University of South Florida and a medical degree from Tufts University School of Medicine. The Board believes that Dr. Fallon's qualifications to sit on our Board include his strong executive experience and extensive expertise in running a managed healthcare organization, including with pharmaceutical reimbursement and pricing issues, his experience as an executive of a leading healthcare insurance company and his experience as a clinician and administrator in academia and community-based health systems.

        Paul Fonteyne, 58, most recently served as the Chairman of BI USA, a biotechnology company, and President of Animal Health for Boehringer-Ingelheim USA Corporation, one of the world's largest pharmaceutical companies. Prior to that role, Mr. Fonteyne served as the United States Country Managing Director and President and Chief Executive Officer of Boehringer Ingelheim from 2011 through 2018. Previously, Mr. Fonteyne served as Senior Corporate Vice President in Boehringer Ingelheim GmbH from 2009 to 2011. From 2003 to 2008 Mr. Fonteyne served as Executive Vice President, Head of Marketing and Sales for Prescription Medicines at Boehringer-Ingelheim Pharmaceuticals, Inc. Prior to his time with Boehringer-Ingelheim, Mr. Fonteyne held commercial leadership roles at Merck and Co. Inc. and Abbott Laboratories. Mr. Fonteyne has served on the board of ResTORbio, Inc., a publicly traded biopharmaceutical company, since 2017, and has been a member of the board of Ypsomed AG, a publicly traded medical technology company, since 2018. He also was recently (April 2020) elected to serve on the board of Apellis Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. He is currently a director of the private companies Gelesis, Inc., a biotechnology company, and DalCor, Inc., a pharmaceutical company. Mr. Fonteyne currently serves on the advisory board of the Brigham and Women's Hospital Lung Center and has previously served on the board of PhRMA (the leading pharmaceutical industry association). He also serves as Chair of the American Cancer Society Initiative for New England (CEOs against Cancer) and as a Special Advisor to Canaan Partners, a Venture Capital Fund dedicated to Health Care and Technology early stage venture investing. Mr. Fonteyne holds an MS in Chemical Engineering from the University of Brussels and an MBA from Carnegie Mellon University. Mr. Fonteyne joined the Board in connection with our entry into a settlement agreement with,inter alia, Caligan Partners LP ("Caligan"), Mr. Johnson and Mr. Fonteyne (the "Settlement Agreement"). The Board believes that Mr. Fonteyne's qualifications to sit on our Board include his executive and leadership experience in a variety of capacities, including his oversight of marketing and commercial functions in his various roles.

        David Johnson, 37, is a Partner and co-Founder of Caligan, an investment manager. Previously, Mr. Johnson was a Managing Director at The Carlyle Group, where he was employed from 2010 to 2017. At Carlyle, Mr. Johnson was involved in many of the firm's strategic initiatives and sat on investment committees for a number of different funds that invested in both equity and credit. Prior to joining Carlyle, Mr. Johnson worked for six years at Morgan Stanley, where he was a Vice President in the Principal Investments area. In this role, Mr. Johnson served as a director of SeaChange Maritime Limited, and as an observer of numerous company boards. Prior to joining Morgan Stanley, Mr. Johnson worked at Weiss Asset Management in Boston, MA, during which time he served on the board of the Kazakhstan Investment Fund. Mr. Johnson has served on the Executive Committee for the Harvard College Fund, is a member of the board of directors of the Children's Scholarship Fund, and is Chair of

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the Finance & Investment Committee for the Riley's Way Foundation. Mr. Johnson received his A.B. in Applied Mathematics, cum laude, from Harvard College in 2004 and a S.M. in Applied Mathematics from Harvard College in 2004. Mr. Johnson joined the Board in connection with our entry into the Settlement Agreement. The Board believes that Mr. Johnson's qualifications to sit on our Board include his extensive experience as an investor and his insights into financial strategy, and organizational and business development.

        Kathrine O'Brien, age 57, has been a director since April 2019. Ms. O'Brien served from 1984 to September 2018 in roles of increasing responsibility at Unilever PLC., a public consumer goods company. Most recently at Unilever, she served as Vice President/General Manager, Skin & Marketing Services and was a member of the North America Leadership Team. She has been a member of the Board of Directors of Tabula Rasa HealthCare, Inc., a public healthcare technology company, since November 2018 and has been a member of the Board of Trustees of Lehigh Valley Health Network, a medical group, since June 2017. Ms. O'Brien holds a B.A. in economics from Boston College and an M.B.A. from Columbia University. The Board believes that Ms. O'Brien's qualifications to sit on our Board include her decades of experience and recognition in the marketing field, including digital and social media, with a focus on women's personal care products, in light of our commercial programs, which focus, in part, in the women's health area and utilize direct-to-consumer marketing strategies.

        Anne M. Phillips, M.D., FRCPC, age 66, has been a director since April 2019. Dr. Phillips currently holds the position of Senior Vice President, Clinical Development, Medical and Regulatory Affairs at Novo Nordisk, Inc., a pharmaceutical company, where she has served since 2011. Prior to Novo Nordisk, Dr. Phillips served in various roles of increasing responsibility from 1998 to 2010 at GlaxoSmithKline plc, a global healthcare company. Dr. Phillips also served as the Head of the Infectious Diseases Program and Deputy Physician-in-Chief at Wellesley Central Hospital/St. Michael's Hospital in Toronto, Canada. She has been a member of the Board of Directors of Trevena, Inc., a public biopharmaceutical company, since December 2014, where she is also a member on the Nominating and Corporate Governance Committee and Compensation Committee. Dr. Phillips is a Fellow of The Royal College of Physicians and Surgeons of Canada, earned an M.D. from the University of Toronto and received a BSc from the University of Western Ontario. The Board believes that Dr. Phillips' broad-based expertise in the pharmaceutical industry leading clinical research and development, medical, and regulatory functions, as well as her medical training, allows her to make valuable contributions to the medical and scientific understanding of the Board, which is particularly important given our expansive development pipeline, including our AMAG-423 and ciraparantag products.

        Gino Santini, age 63, has been a director since February 2012 and has served as Chairman of the Board of Directors since April 2014. From 1983 to 2010, Mr. Santini held a variety of commercial and operational roles at Eli Lilly and Company ("Eli Lilly"), a public pharmaceutical company, serving most recently from 2007 to 2010 as Senior Vice President, Corporate Strategy and Business Development, where he led corporate strategy and long-range planning, mergers and acquisitions, new product licensing and the expansion of Lilly Ventures in the U.S. and China. During his tenure at Eli Lilly, Mr. Santini held various leadership positions of increasing responsibility, including manager of various international regions, Senior Vice President of Corporate Strategy and Policy from 2004 to 2007, President of U.S. operations from 1999 to 2004 and President of the women's health franchise from 1997 to 1999. Mr. Santini has served on the Board of Directors of Collegium Pharmaceuticals, Inc., a public pharmaceutical company, since 2012, where he is the chair of the Compliance Committee and a member of the Compensation Committee. Since December 2015, Mr. Santini has served on the Board of Directors of Intercept Pharmaceuticals, Inc. a public biopharmaceutical company, where he is also the chair of the Compensation Committee and a member of the Audit Committee. Mr. Santini also serves on the Board of Directors, as well as the Chair of the Transactions Committee and a member of the Compensation Committee of the Board of Directors, of Horizon Pharma, Plc., a public biopharmaceutical company, where he has been a director since 2012. Mr. Santini has served on the

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Board of Directors of Intarcia Therapeutics, Inc., a private biopharmaceutical company, since 2013 and the Board of Directors of Artax Biopharma Inc., a private biopharmaceutical company, since April 2014. Mr. Santini has also been a member of the Board of Directors of Allena Pharmaceuticals, Inc., a public specialty pharmaceutical company, since February 2012, and notified Allena in March 2020 that he does not intend to stand for reelection at its 2020 annual meeting of stockholders. Mr. Santini was a member of the Board of Directors of Vitae Pharmaceuticals, Inc., a public pharmaceutical company, from September 2014 to November 2016 when it was acquired by Allergan plc in October 2016. He holds an undergraduate degree in mechanical engineering from the University of Bologna and an M.B.A. from the Simon School of Business, University of Rochester. The Board believes that Mr. Santini's long career at Eli Lilly and extensive domestic and international commercial, corporate strategy, business development and transaction experience are valuable skill sets for the Board as it seeks to continue to drive growth and seeks to acquire or in-license other assets or companies to further expand our product portfolio, such as our recent acquisition of AMAG-423 and ciraparantag. Mr. Santini's more recent experience on a variety of small to mid-size pharmaceutical companies' boards is also helpful to his work on the Board.

        Davey S. Scoon, age 73, has been a director since December 2006. Mr. Scoon served as Chief Administrative and Financial Officer of Tom's of Maine, a company that manufactures natural care products, from 2003 to 2005. From 2001 to 2003, Mr. Scoon served as Chief Financial and Administrative Officer for Sun Life Financial U.S., and from 1999 to 2001, Mr. Scoon served as Vice President and Chief Financial Officer for Sun Life Financial U.S. From 1985 to 1999, Mr. Scoon was employed by Liberty Funds Group of Boston (formerly Colonial Management) in various capacities, including Chief Financial Officer and Chief Operating Officer. Since 2012, Mr. Scoon has been a member of the Board of Directors and the Chairman of the Audit Committee of Albireo Pharma, Inc. (formerly known as Biodel Inc.), a public biopharmaceutical company. Mr. Scoon has been a director of Allianz Funds, an investment company registered under the Investment Company Act of 1940, since 2006, where he also served as Chairman of the Board of Trustees until January 2019. Mr. Scoon was also a member of the Board of Directors and the Audit Committee of Orthofix International, N.V., a medical device company, from 2011 to June 2015. Mr. Scoon was an Adjunct Professor at the University of Wisconsin-Madison from 2011 to 2018. Mr. Scoon holds a B.B.A. from the University of Wisconsin and an M.B.A. from Harvard Business School and is a Certified Public Accountant. The Board believes that Mr. Scoon's extensive financial, accounting and operational experience gained through the various executive and board positions he has held over the past 30 years provides the Board with valuable and highly specialized expertise and advice, particularly in Mr. Scoon's role as the Chair of the Audit Committee.

        James R. Sulat, age 69, has been a director since April 2014. From 2009 to 2013, Mr. Sulat served as Chief Executive Officer and Chief Financial Officer of Maxygen, Inc. ("Maxygen"), a public biopharmaceutical company, and was a member of Maxygen's Board of Directors from 2003 to 2013. From 2005 until 2008, Mr. Sulat served in several roles for Memory Pharmaceuticals Corp. ("Memory"), including as President and Chief Executive Officer from 2005 to 2008, as Chief Financial Officer during 2008, and as a member of Memory's Board of Directors from 2005 to 2009. Mr. Sulat has served on the Board of Directors of Arch Therapeutics, Inc., a public medical device company, since August 2015. Mr. Sulat served as the Chairman of the Board of Directors for Momenta Pharmaceuticals, Inc., a public biotechnology company, and as a member of its Audit Committee and its Nomination and Corporate Governance Committee from 2008 to July 2019. Since 2005, Mr. Sulat has served on the Supervisory Board of Intercell AG and, its successor company, Valneva SE, both public European biotechnology companies, and currently serves as Chairman of its Audit Committee. Mr. Sulat served on the Board of Directors of Diadexus, Inc., a public diagnostics company, from January 2015 to June 2016 as well as Chairman of its Audit Committee and a member of its Nominating and Corporate Governance Committee. Mr. Sulat also served as a member of the Board of Directors for Tolero Pharmaceuticals, Inc., a private biopharmaceutical company, from April 2015 to January 2017, when it was acquired by Sumitomo Dainippon Pharma Co., Ltd. Mr. Sulat received his B.S. in Administrative Sciences from Yale University. He received his M.B.A. and his M.S. in Health Services Administration

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from Stanford University. The Board believes that Mr. Sulat's qualifications to sit on our Board include his strong executive experience and extensive financial accounting, corporate finance, operations and business development expertise garnered through his executive roles and his board-level experience at various public and private companies.

Required Vote

        Each nominee must receive more votes cast "For" such nominee's election than the votes cast "Against" such nominee's election (i.e., a majority of the votes cast). Our Corporate Governance Guidelines provide that if an incumbent director is not elected by at least a majority of votes cast, the Governance and Risk Committee shall promptly consider his or her resignation, and make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Governance and Risk Committee's recommendation within 30 days following certification of the stockholder vote, as further described below under "Information Regarding The Board Of Directors And Corporate Governance—Director Resignation Policy".

OUR BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" EACH OF THE NOMINEES LISTED ABOVE.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

        The Board has determined that, other than Mr. Myers, each nominee is "independent," including for purposes of the rules of Nasdaq and the SEC. The Board has affirmatively determined that no independent director has any material relationship with us that would interfere with the exercise of his or her independent judgment. In making such independence determination, our Board considered the relationships that each director has with us and all other facts and circumstances that are deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the association of our directors with the holders of 5% or more of our common stock. With respect to Mr. Johnson, our Board considered, among other things, the terms of the Settlement Agreement (as described below under the heading "Settlement Agreement with Caligan Partners") and the fact that Mr. Johnson is a Partner and co-Founder of Caligan, which owns more than 10% of our common stock, and determined that Mr. Johnson is independent, including for purposes of the rules of Nasdaq and the SEC, and believes that his relationship with Caligan will not impair Mr. Johnson's exercise of independent judgment.

BOARD LEADERSHIP STRUCTURE

        Our Board is led by an independent Chair, currently Mr. Santini, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas, and to determine the materials distributed to the Board. Our Chief Executive Officer, Mr. Myers, is the only member of our Board who is not an independent director. Our Corporate Governance Guidelines provide our Board with flexibility to determine the appropriate leadership structure based on the specific needs of the business and the best interests of our stockholders. Although we do not have a formal policy regarding whether the offices of Chair of the Board and Chief Executive Officer should be separate, our Board believes that the existing leadership structure, with the separation of the Chair of the Board and Chief Executive Officer roles, is appropriate at the current time. The Board believes that the current structure enhances the accountability of the Chief Executive Officer to the Board and strengthens the Board's independence from management, including helping to ensure that any potential strategic transactions involving AMAG are evaluated independently of management's interest and in light of the best interests of our stockholders. Separating these roles also alleviates the administrative burden on our Chief Executive Officer and will allow Mr. Myers to focus his efforts on managing our business in the best interests of our stockholders. The Board recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chair and Chief Executive Officer, might be appropriate and, accordingly, the Board periodically reviews its leadership structure.

CONSIDERATIONS GOVERNING DIRECTOR NOMINATIONS

        The Board has delegated to the Governance and Risk Committee the responsibility for assisting the Board in determining the desired experience, mix of skills and other criteria and qualities appropriate for Board membership. To guide this assessment, our Corporate Governance Guidelines set forth certain general criteria for nomination as a director and provide that in identifying prospective director candidates, the Governance and Risk Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.

        As outlined in our Corporate Governance Guidelines, the Governance and Risk Committee considers backgrounds and qualifications of a nominee in the context of the backgrounds and

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qualifications of the current directors as a group, which should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities.

        As part of its evaluation, the Governance and Risk Committee conducts periodic assessments of key competencies needed to be an effective and contributing member of the Board, which aids the Governance and Risk Committee in determining which specific skills or attributes in potential new directors would benefit the Board as a whole. Also, the Board has the authority to consider and approve from time to time the criteria that it deems necessary or advisable for prospective director candidates. The Board has determined that such criteria, at a minimum, includes the following:

•

Nominees should have experience at a strategic or policymaking level;



•

Nominees should be highly accomplished in his or her respective field, with superior credentials and recognition and demonstrated ability to exercise sound judgment in matters that relate to our current and long-term objectives;



•

Nominees should have a long-term reputation for integrity, honesty and adherence to high ethical and moral standards;



•

Nominees should have the commitment and ability to understand our business and industry, as well as the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;



•

Nominees should have sufficient time and availability to devote to the Company's affairs, particularly in light of the number of boards of directors on which such nominee may serve and should be willing and able to contribute positively to the decision-making process of the Company; and



•

Nominees should not have, nor appear to have, a conflict of interest that would impair such nominee's ability to represent the interests of all our stockholders and to fulfill the responsibilities of a director.

        Further, nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The Board believes that a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and will enhance the quality of the Board's deliberations and decisions. As a result, the Governance and Risk Committee also considers diversity of background, experience, gender, race, ethnicity and skills among Board members. For example, in 2018, our Board retained Russell Reynolds Associates to conduct a search to identify candidates to serve on the Board, resulting in the appointment of Kathrine O'Brien and Anne Phillips to the Board in April 2019. Moreover, among our employee population, women hold approximately 45% of our leadership positions in the Company, with titles of Director or higher. The Governance and Risk Committee evaluates diversity in terms of race, religion, national origin, gender, sexual orientation, and disability, as well as differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes that contribute to heterogeneity on the Board.

        As provided in our Corporate Governance Guidelines, the Board believes that the nomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above or otherwise determined by the Board and the overall needs of the Board. The Governance and Risk Committee considers the existing directors' performance on our Board and its committees in making its nomination recommendations. In seeking new candidates for directors, members of our Governance and Risk Committee may use their business, professional and personal contacts, accept recommendations from other Board members or management, or engage a professional search firm.

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        The Governance and Risk Committee will also consider director nominee candidates who are recommended by our stockholders. Our Corporate Governance Guidelines provide the procedures stockholders should follow in making such a recommendation, which generally provide that all stockholder recommendations for director candidates must be submitted to us not less than 120 calendar days prior to the date on which our proxy statement was released to stockholders in connection with the previous year's annual meeting. All stockholder recommendations for director candidates must include the following information:

•

The name and address of record of the stockholder;



•

A representation that the stockholder is a record holder of the Company's securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;



•

The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;



•

A description of the qualifications and background of the proposed director candidate which addresses the criteria for Board membership approved by the Board and set forth in the Corporate Governance Guidelines and/or the charter of the Governance and Risk Committee;



•

A description of all arrangements or understandings between the stockholder and the proposed director candidate;



•

The consent of the proposed director candidate (a) to be named in the proxy statement relating to our annual meeting of stockholders and (b) to serve as a director if elected at such annual meeting;



•

A statement that the proposed director candidate will tender an irrevocable resignation, effective upon such person's failure to receive the required vote for election at the next meeting at which such person would face election (or re-election) and upon acceptance of such resignation; and



•

Any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

        In considering stockholder recommendations for nominees, the Governance and Risk Committee may request additional information concerning the nominee or the applicable stockholder or stockholders. Stockholder recommendations will be considered using the same criteria as other candidates. The foregoing applies only to recommendations. Actual nominations by stockholders or others, if and to the extent permitted, must be made in accordance with our by-laws and applicable state and federal laws. See the discussion below under "Stockholder Proposals."

        In 2019, as part of its ongoing Board refreshment and commitment to good corporate governance, the Governance and Risk Committee considered the composition and performance of our existing Board, and considered various potential director candidates, including those nominees to our Board named by Caligan in connection with its consent solicitation. As a result of such review, as discussed above, we appointed Kathrine O'Brien and Anne Phillips to our Board in April 2019 and, in conjunction with our entry into the Settlement Agreement, we appointed Mr. Johnson and Mr. Fonteyne to our Board in October 2019.

        The nominations for the election of directors at the Annual Meeting contained in this Proxy Statement are based upon the unanimous recommendation of the Governance and Risk Committee to the full Board in March 2020.

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DIRECTOR RESIGNATION POLICY

        Under Delaware law, an incumbent director may remain in office notwithstanding the failure to receive the required vote for re-election until the director's successor is duly elected. To address this "holdover rule," our Corporate Governance Guidelines include a director resignation policy, whereby our Board will nominate for re-election or fill vacancies with only those directors who tender an irrevocable, contingent resignation in writing that will become effective upon (a) the failure to receive the required vote at the next stockholders' meeting at which they face election and (b) the Board's acceptance of such resignation. If a director fails to receive the required vote for re-election, the Governance and Risk Committee will promptly consider the director's resignation and the circumstances that led to such director's failure to receive the required vote for re-election (if known), and recommend to the full Board whether to accept or reject such director's resignation. Our Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding such director's resignation. In considering whether to accept or reject a director's resignation, the Governance and Risk Committee and Board may consider any factors it deems relevant. Within 30 days after the date of the certification of the election results for the applicable stockholders' meeting, our Board will act on the resignation, taking into account the Governance and Risk Committee's recommendation, and publicly disclose its decision in a Current Report on Form 8-K.

THE BOARD'S ROLE IN RISK OVERSIGHT

        The Board acknowledges that the successful development and commercialization of products is an enterprise of inherent risk, including significant risk in each of the drug development, regulatory approval, launch, commercialization and life cycle management stages. Accordingly, the Board believes that the identification, prioritization and management of risks are an integral part of establishing, updating and executing on our business strategy. The Board, both as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, financial condition, and performance of the Company. Although the Board maintains ultimate responsibility for such enterprise risk assessment, the Board has delegated to the Governance and Risk Committee the responsibility of providing oversight with respect to our risk management process. Such oversight responsibilities include a review of the steps management has taken to monitor, control and report such exposures, periodic reviews of our policies with respect to risk assessment and risk management, including periodic enterprise risk management assessments, and reporting on such reviews to the full Board.

        Our senior executives regularly attend meetings of the Board, the Governance and Risk Committee and other committees, and provide the Board and its committees with regular reports regarding our operations, strategies, and objectives and the risks inherent within them. Board and committee meetings also provide a venue for directors to discuss issues with, request additional information from, and provide guidance to, senior management. The Board and its committees call special meetings and request information and reports from senior management when necessary to address specific issues. In addition, our directors have direct access to senior management to discuss any matters of interest, including those related to risk. Those members of management most knowledgeable of the issues regularly attend Board and committee meetings to provide additional insight into items being discussed, including risk exposures.

        The Board understands that risks can arise from any decision or action taken by the Company, whether strategic or operational. The Board approves our high level goals, strategies, and policies to set the tone and direction for appropriate risk taking within the business. The Board and its committees then emphasize this tone and direction in their oversight of management's implementation of our goals, strategies, and policies. The Board has delegated general oversight of enterprise risk to the Governance and Risk Committee and, for matters involving certain specific areas of risk exposure, to other standing committees, such as the Audit Committee and Compensation Committee. Each of these committees

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reports to the Board at regularly scheduled Board meetings, as needed, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight. Each committee is also authorized and empowered to retain independent advisors, as the committee deems appropriate, in order to discharge its responsibilities under the committee's charter, and such independent advisors attend committee meetings as appropriate. The committees of the Board execute their risk oversight responsibility for risk management as follows:

•

The Governance and Risk Committee is responsible for providing oversight with respect to our risk management process, including reviewing the steps management has taken to identify, monitor, control and report areas of risk, our policies with respect to risk assessment and our risk management processes, including periodic enterprise risk management assessments and information security risk assessments. In addition, the Governance and Risk Committee has historically overseen risks related to our corporate governance, including Board and director performance, director succession, director education and the review of our Corporate Governance Guidelines and other governance documents. The Governance and Risk Committee also oversees our overall compliance program, with particular emphasis on the risks associated with our healthcare compliance program and responding to unexpected events, such as COVID-19 and its impact on the markets, the Company's industry and our employees, patients, healthcare providers and business partners.



•

The Audit Committee oversees the integrity of our financial statements, reporting process and internal controls, the relationship with our independent registered public accounting firm, including its qualifications, independence and performance, and our corporate finance matters, including our capital structure. The Audit Committee also provides oversight with respect to the financial aspects of our risk management process, discussing with management our significant financial risk exposures, steps management has taken to monitor, control and report such exposures, and our policies with respect to risk assessment and risk management.



•

The Compensation Committee is primarily responsible for the design and oversight of our executive compensation philosophy, policies, plans and practices. A key objective of the Compensation Committee is to ensure that our overall executive compensation program appropriately links pay to performance and aligns the interests of our executives with our stockholders. The Compensation Committee also monitors the design and administration of our overall incentive compensation programs to ensure that such programs include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by our employees. Elements of our executive compensation program that mitigate excessive risk taking, such as our combination of short- and long-term incentives, are described below under "Compensation Discussion and Analysis."

RISK CONSIDERATIONS IN OUR COMPENSATION POLICIES AND PRACTICES

        Our Compensation Committee believes that risks arising from our employee compensation policies and practices are not likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of the Company's executive compensation do not encourage management to take excessive risks. The considerations which led the Compensation Committee to these conclusions include the following:

•

We provide executives with a competitive base salary, which we believe mitigates risk-taking behavior by providing reasonable predictability in the base level of income earned by each executive and alleviating pressure on executives to focus exclusively on near-term stock price performance or annual bonus awards to the detriment of building long-term stockholder value;



•

We utilize a mixture of compensation elements intended to be competitive to compensation packages offered to similarly-situated executives at comparable companies within our industry,

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with significant weighting towards long-term incentive compensation, which has retention value and which discourages short-term risk taking, and we introduce retention elements if we foresee the need to preserve management continuity;

•

Our performance goals for our annual cash bonus awards reflect a balanced mix of performance measures, including objective performance measures, to avoid excessive weight on any one goal or performance measure and are intended to be challenging yet attainable, so that it is more likely than not that the executives will earn a substantial portion of their target bonus annually, which mitigates the potential that our executives will take excessive risks;



•

Short-term incentives in the form of annual performance bonus payouts are capped at 200% of the target amount, which discourages our executives from taking excessive risks;



•

Equity incentive awards are granted annually and generally vest over three to four years, discouraging excessive risk-taking as our executives generally have a significant amount of unvested awards that could decrease significantly in value if our business is not managed for the long-term;



•

We maintain a long-term incentive plan in order to further align the goals and interests of executives and senior management to the long-term interests of the Company and our stockholders and to enable us to attract and retain highly qualified executives and employees (the "LTIP"). The LTIP includes awards of PSUs, which vest, if at all, based on the Company's total shareholder return ("TSR") performance measured against the median TSR of a defined comparator group of companies over a three-year period;



•

Compliance, ethical behavior and adherence to our corporate values and policies are integral factors considered in all performance assessments and serve to mitigate the potential that our executives will take excessive risks. The Board and the Compensation Committee retain discretion to adjust compensation based on both the quality of Company and individual performance and adherence to our corporate governance and compliance programs, among other things;



•

To minimize the risk of certain transactions related to our securities, we have adopted policies prohibiting directors, officers and other employees from engaging in the following transactions with respect to our securities: (a) selling short, (b) buying or selling puts or calls, (c) purchasing on margin or (d) pledging or creating any other encumbrance with respect to our securities;



•

To further align the interests of our executives with our stockholders, our executive officers are subject to stock ownership guidelines;



•

Our executive officers are subject to a clawback policy under which we can recover incentive compensation from certain officers in the event we are required to prepare an accounting restatement due to material noncompliance with financial statement requirements; and



•

We have a robust system of internal controls and a comprehensive compliance program, which includes extensive training of all employees, which we believe promotes a culture of ethical behavior and compliance, as well as an appropriate attitude toward minimizing risk-taking.

POLICY ON PLEDGING, HEDGING AND TRADING OF COMPANY STOCK

        Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, short sales, hedging transactions such as prepaid variable forwards, equity swaps and collars) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material,

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non-public information or otherwise is not permitted to trade in Company securities. Therefore, we have adopted policies prohibiting directors, officers and other employees from selling short, buying or selling puts or calls, purchasing on margin and pledging or creating any other encumbrance with respect to our securities, whether or not granted to such director, officer or employee as part of the compensation of such person.

MEETINGS OF THE BOARD OF DIRECTORS

        Our Board met ten times during the year ended December 31, 2019. Each director participated in at least 75% of the aggregate number of meetings of the Board and of each committee of the Board on which he or she served during the portion of the last fiscal year for which such person was a director or committee member. It is our policy that our directors are expected to attend each annual meeting of stockholders. All of our then-serving directors attended our annual meeting of stockholders held on May 16, 2019.

        In addition, our independent directors meet regularly, and in any event at least twice a year, in executive session without the presence of management.

COMMITTEES OF THE BOARD OF DIRECTORS

Standing Committees

        Under our by-laws, our Board may designate committees comprised of members of the Board and delegate to these committees the power and authority of the Board in the management of our business and affairs, subject to limitations imposed by law. Our Board currently has the following standing committees: an Audit Committee, a Compensation Committee, and a Governance and Risk Committee. The following table provides membership information for the current composition of these committees:

Audit Committee

        Our Board has a standing Audit Committee, which held five meetings during the year ended December 31, 2019. The Audit Committee is currently comprised of Mr. Scoon (Chair), Mr. Johnson, Ms. Deptula and Ms. O'Brien, each of whom is "independent" as such term is defined in the listing

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standards of NASDAQ and applicable SEC rules. Mr. Scoon and Ms. Deptula served on the Audit Committee during the entire year ended December 31, 2019. Ms. O'Brien and Mr. Johnson joined the Audit Committee in May 2019 and October 2019, respectively. Based on Mr. Scoon's extensive financial and accounting experience gained through his various executive and board positions, including tenures as Chief Financial Officer and/or Chief Administrative Officer of several companies, our Board has determined that Mr. Scoon qualifies as an "audit committee financial expert" as defined by SEC rules. The Board has also determined that Ms. Deptula, Ms. O'Brien and Mr. Johnson each possess the requisite financial sophistication to qualify her for service on the Audit Committee in accordance with SEC rules. The current charter of the Audit Committee is available on our website atwww.amagpharma.com, under the heading "Investors."

        Pursuant to its charter, the Audit Committee's general responsibilities include, among other things, the following:

•

Evaluating and selecting our independent registered public accounting firm;



•

Reviewing our audited and unaudited financial statements;



•

Reviewing and discussing the adequacy of our internal financial and accounting processes and internal control over financial reporting with management and our independent registered public accounting firm;



•

Supervising the relationship between us and our independent registered public accounting firm;



•

Reviewing and authorizing the scope of both audit and non-audit services and related fees;



•

Evaluating the independence of our independent registered public accounting firm;



•

Reviewing and approving related person transactions; and



•

To the extent deemed necessary by the Audit Committee to carry out its duties, engaging and compensating independent counsel and other advisers to review any matter under its responsibility.

Compensation Committee

        Our Board has a standing Compensation Committee, which held seven meetings during the year ended December 31, 2019. Currently, the Compensation Committee is comprised of Mr. Sulat (Chair), Mr. Santini, Mr. Fonteyne and Dr. Fallon, each of whom is "independent" as such term is defined in the listing standards of NASDAQ and is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act. Dr. Fallon and Mr. Santini each served on the Compensation Committee during the entire year ended December 31, 2019. Mr. Sulat and Mr. Fonteyne joined the Compensation Committee in May 2019 and October 2019, respectively. The current charter of the Compensation Committee is available on our website atwww.amagpharma.com, under the heading "Investors."

        Pursuant to its charter, the Compensation Committee's general responsibilities currently include, among other things, the following:

•

The review, authorization and approval of the recruitment, hiring and compensation for any of our executive officers and any other of our officers with a title of Senior Vice President or higher, including our Chief Executive Officer. The Compensation Committee may delegate any authority granted to it under this Charter to the Chair or any other member of the Compensation Committee, or to any member or members of senior management, as it deems advisable. The Compensation Committee generally delegates the ability to approve the recruitment, hiring and compensation for any of our Senior Vice Presidents or below to our Chief Executive Officer;

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•

The exercise of all rights, authority and functions of the Board under all of our stock option, stock incentive, employee stock purchase and other equity-based plans, including the authority to interpret their terms, to grant options, and to make stock awards (provided that, except as otherwise expressly authorized to do so by a plan or resolution of the Board, the Compensation Committee shall not be authorized to amend any such plan);



•

The review and recommendation to the full Board with respect to director compensation;



•

Oversight regarding our public disclosure of director and executive compensation information; and



•

The engagement of compensation consultants and other advisers as it deems necessary or appropriate to carry out its responsibilities. The Compensation Committee assesses the independence and any potential conflicts of interest of compensation advisors in accordance with applicable law and NASDAQ listing standards.

Governance and Risk Committee

        Our Board has established a standing Governance and Risk Committee, which is currently comprised of Dr. Fallon (Chair), Mr. Perez and Mr. Scoon, each of whom is "independent" as such term is defined in the listing standards of NASDAQ and each of whom served on the Governance and Risk Committee during the entire year ended December 31, 2019. The Governance and Risk Committee held five meetings during the year ended December 31, 2019. The current charter for the Governance and Risk Committee is available on our website atwww.amagpharma.com, under the heading "Investors."

        Pursuant to its charter, the Governance and Risk Committee's general responsibilities include, among other things, the following:

•

Assisting the Board in determining the desired experience, mix of skills and other criteria and qualities appropriate for Board membership;



•

Actively seeking individuals qualified to become members of the Board, consistent with criteria approved by the Board, and recommending director nominees for selection by the Board for nomination to fill expiring terms of directors at each annual meeting of stockholders;



•

Periodically reviewing and assessing the adequacy of the Corporate Governance Guidelines and recommending any modifications to the Corporate Governance Guidelines to the Board for approval;



•

Performing a self-evaluation by Board members and by members of the Governance and Risk Committee from time to time to determine whether they are functioning effectively and to improve the performance of the Board and/or Committee as a whole;



•

Providing oversight and guidance to senior management concerning the assessment and management of the Company's risk and assist the Board in providing oversight of our risk management process, including conducting periodic enterprise risk management assessments;



•

Providing oversight of and guidance with respect to our internal compliance program;



•

To the extent required or advisable, develop, implement, review and monitor an orientation and education program for members of the Board; and



•

Retaining and terminating any search firm to be used to identify director candidates, including approving the search firm's fees and other retention terms. The Governance and Risk Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

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Other Committees of the Board

        Our Board may, as needed or advisable from time to time, form temporary orad hoc committees and delegate the authority to oversee, identify, evaluate or negotiate a specific issue or opportunity and to make recommendations to the full Board. For example, although there was not cause for such committees to meet during 2019, our Board has established a Transaction Committee to oversee, advise on and assist our management and the full Board in considering or pursuing strategic transactions involving AMAG, and a Financing Committee to oversee the execution and consummation of potential financing transactions involving AMAG

        Additionally, in January 2020, we announced that Mr. Heiden planned to step down as our President and Chief Executive Officer after approximately eight years leading the Company. In connection with the search for his successor, our Board established a CEO Search Committee. The CEO Search Committee was delegated the authority to oversee the search to identify a successor Chief Executive Officer, including the authority to retain, engage and manage third-party search firms or similar consultants, review candidate materials and determine the appropriate interview process for the selected or potential candidates. This search ultimately resulted in the appointment of Mr. Myers as our President and Chief Executive Officer. The CEO Search Committee consisted of Messrs. Fallon, Santini and Scoon.

REPORT OF THE AUDIT COMMITTEE¹

        The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2019 with our management. The Audit Committee has discussed with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the matters required to be discussed by the applicable auditing standards Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has met with PricewaterhouseCoopers LLP, with and without management present, to discuss the results of its examinations, its evaluation of our internal control over financial reporting, and the overall quality of our financial reporting. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence. The Audit Committee has discussed with PricewaterhouseCoopers LLP that firm's independence from management and AMAG and considered the compatibility of the firm's provision of non-audit services with maintaining the firm's independence and found the provision of such services to be compatible with the firm's independence.

        Based on the reviews and discussions referred to above, the Audit Committee concluded that it would be reasonable to recommend, and on that basis did unanimously recommend, to the Board (and the Board has approved) that the audited financial statements be included in AMAG's Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.

        Respectfully submitted by the Audit Committee of the Board of Directors of AMAG Pharmaceuticals, Inc.,

¹

The material in this report is not "soliciting material," is furnished to, but not deemed "filed" with, the SEC and is not deemed to be incorporated by reference in any filing of AMAG under the Securities Act of 1933 (as amended, the "Securities Act") or the Exchange Act, other than

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AMAG's Annual Report on Form 10-K, where it shall be deemed to be "furnished," whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS

        Our Board believes it is important for stockholders to be able to send communications to the members of our Board. Accordingly, any stockholder who desires to communicate with our directors, individually or as a group, may do so by e-mailing the party or parties to whom the communication is intended atcontactus@amagpharma.com or by writing to the party or parties for whom the communication is intended at our principal executive offices at AMAG Pharmaceuticals, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, Attention: Secretary. Upon receipt of such communications, our Secretary will direct the correspondence to the appropriate party or parties.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        No one who served as a member of our Compensation Committee during fiscal year 2019 is or has been an officer or employee of AMAG or had any relationship that is required to be disclosed as a transaction with a related party. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other committee serving an equivalent function) of any entity that has one or more of its executive officers serving on our Board or our Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In accordance with its charter and AMAG's written related person transactions policy contained in our Corporate Governance Guidelines, discussed below, the Audit Committee reviews, approves and ratifies any related person transaction and monitors compliance with and periodically reviews the related person transactions policy. The term "related person transaction" refers to any transaction required to be disclosed in our filings with the SEC pursuant to Item 404 of Regulation S-K.

        In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with our company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, our obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to our full Board.

        In addition, our Board has adopted a written related person transactions policy, which provides that any related person transaction shall be consummated or shall continue only if:

•

The Audit Committee approves or ratifies such transaction in accordance with our related person transactions policy and if the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third person;



•

The transaction is approved by the majority of the disinterested members of the Board; or



•

If the transaction involves compensation, it is approved by the Compensation Committee or the Board.

        Under our related person transactions policy, transactions between a related person and AMAG that are available to all employees generally and transactions with a related person in a given fiscal year that involve an aggregate of less than $10,000 must be reported to the Board but do not require

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approval. In addition, related person transactions should be submitted to the Audit Committee for approval or preliminarily entered into by management subject to ratification by the Audit Committee, provided, that, if such ratification shall not be forthcoming, management must make all reasonable efforts to cancel or annul such transaction. In determining whether to approve a related person transaction, consideration is given to whether approval thereof would affect the independent status of any current member of our Board. If approval of a transaction would cause less than a majority of our Board to be independent, such transaction will not be approved.

        Other than the compensation arrangements for our named executive officers and directors, which are described elsewhere in the "Executive Compensation" and "Director Compensation" sections of this proxy statement, no related person transactions occurred or were brought to the attention of the Audit Committee for consideration in 2019.

SETTLEMENT AGREEMENT WITH CALIGAN PARTNERS

        In October 2019, we entered into the Settlement Agreement with Caligan Partners LP, Mr. Johnson and Mr. Fonteyne (the foregoing, collectively with each of their respective affiliates, the "Investor Group"), pursuant to which we appointed Mr. Johnson and Mr. Fonteyne to our Board, and agreed to nominate Mr. Johnson and Mr. Fonteyne for election to the Board at the Annual Meeting. Also effective upon entry into the Settlement Agreement, the Investor Group withdrew its definitive consent statement soliciting written consents from the stockholders of the Company to approve certain proposals of the Investor Group. The Settlement Agreement provides that, in the event the Investor Group ceases to beneficially own the lesser of (x) at least 5% of our then outstanding common stock and (y) 1,700,000 shares of our common stock, in each case subject to adjustment for stock splits, combinations and recapitalizations (the "Ownership Minimum"), Mr. Johnson or Mr. Fonteyne (or their replacements) will immediately resign from the Board.

        During the term of the Settlement Agreement and as long as the Investor Group owns shares of the Company's common stock exceeding the Ownership Minimum, the Investor Group is entitled to designate a replacement independent director in the event (i) Mr. Johnson ceases to be a director of the Company due to death, disability or other incapacity or (ii) Mr. Fonteyne is no longer able or willing to serve as a director of the Company for any reason, subject to approval (not to be unreasonably withheld) of any replacement independent director by the Governance and Risk Committee of the Board.

        The Settlement Agreement also includes customary standstill restrictions for the Investor Group, including restrictions on acquiring beneficial ownership of more than 12.5% of our outstanding common stock, nominating or recommending for nomination any persons for election to our Board (except as expressly permitted by the Settlement Agreement), submitting any proposal for consideration at any stockholder meeting and soliciting any proxy, consent or other authority to vote from stockholders or conducting any other referendum (including any "withhold," "vote no" or similar campaign). The Settlement Agreement also provides that the size of our Board will not be increased to more than nine directors after the Annual Meeting unless at least two-thirds of the Board approves the increase,

        During the term of the Settlement Agreement, the Investor Group will vote all of its shares of our common stock at all annual and special meetings and any consent solicitations of our stockholders in accordance with the Board's recommendations, subject to certain exceptions relating to extraordinary transactions and the recommendations of Institutional Shareholder Services, Inc. and Glass Lewis & Co., LLC.

        The Settlement Agreement will terminate 30 days prior to the director nomination deadline for the Company's 2021 annual meeting of stockholders; however, it will be extended to 30 days prior to the director nomination deadline for the Company's 2022 annual meeting of stockholders if (i) at least

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45 days prior to the director nomination deadline for the 2021 annual meeting, we notify the Investor Group that we intend to renominate the Investor Group Designees at the 2021 annual meeting; and (ii) at least 31 days prior to the director nomination deadline for the 2021 annual meeting, the Investor Group and each Investor Group Designee consents to such renomination.

CODE OF ETHICS

        Our Board has adopted a code of ethics that applies to our officers, directors and employees. We have posted the text of our code of ethics on our website atwww.amagpharma.com in the"Investors" section. In addition, and in accordance with Item 5.05 of Form 8-K, if any changes is made to the provisions of our code of ethics enumerated in Item 406(b) of Regulation S-K, we intend to disclose within four business days, on our website (or in any other medium required by law or the rules of Nasdaq): (a) the date and nature of any such amendment to our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (b) the nature of any such waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver, and the date of the waiver.

DIRECTOR COMPENSATION

Overview

        We seek to attract exceptional talent to serve on the Board and, therefore, our policy is to compensate directors competitively relative to comparable companies. In addition, our Corporate Governance Guidelines provide that directors should be incentivized to focus on long-term stockholder value. The Board believes that including equity as part of director compensation helps align the interests of directors with those of our stockholders. Accordingly, director compensation is comprised of a mix of cash and equity compensation. The Board also believes that it is appropriate for the Chair of the Board and the Chair of each standing committee of the Board to receive additional compensation for the additional workload and time commitment required for Board members who serve in such capacities.

Non-Employee Director Compensation Policy

        Our Non-Employee Director Compensation Policy ("Director Compensation Policy") applies to each director of AMAG who is not an employee or affiliate of AMAG. Under its charter, the Compensation Committee is charged with periodically reviewing and making recommendations to the Board with respect to director compensation. In addition, our Corporate Governance Guidelines provide that management and/or the Compensation Committee shall, from time to time, present a report to the Board comparing our director compensation to that of comparable peer companies. Accordingly, the Compensation Committee will, from time to time, retain an independent compensation consulting firm to conduct a comprehensive independent review of our overall non-employee director compensation practices relative to our peer group based on data collected from our peer companies' proxy statements. The peer group is generally comprised of public biotechnology companies that are comparable in terms of the number of employees, revenue and market capitalization at that time.

        In April 2019, based on the recommendation of the Compensation Committee, the Board amended our Director Compensation Policy to provide that the aggregate amount of compensation, including both equity compensation and cash compensation, that may be paid to any non-employee director in a calendar year shall not exceed $750,000 for the first year of service and $500,000 for each year of service thereafter. Such director compensation limits are also specified in our 2019 Equity Incentive Plan.

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        The following is a summary of compensation under our current Director Compensation Policy:

Equity Grant Upon Initial Appointment or Election as a Director

        Under the Director Compensation Policy, each new non-employee director, on the date of his or her initial appointment or election to the Board, receives the following two equity awards under our shareholder-approved equity incentive plan then in effect:

•

Appointment Grant:  an award of a non-qualified stock option to purchase 6,000 shares of our common stock, with such option to vest in equal monthly installments over a period of two years from the date of his or her election to the Board, provided such non-employee director continues to serve as a member of the Board; and



•

Pro-rated Annual Grant:  an equity grant of non-qualified stock options and RSUs on the date of his or her appointment or election as described below under the heading "Annual Equity Grant"; provided, that the amount of options and RSUs will be pro-rated based on the number of expected months of service before the next annual meeting of stockholders, and provided further that the awards will vest in equal monthly installments beginning on the first day of the first full month following his or her appointment or election and continuing on the first day of each month thereafter through the first day of the month in which the next annual meeting of stockholders is to be held so long as the director continues to serve as a member of the Board.

Annual Equity Grant

        At the first meeting of the Board following the annual meeting of stockholders, each non-employee director, including the Chair, receives an equity grant with a target value of approximately $175,000, with 50% of such value to be delivered in the form of options and the remaining 50% of such value to be delivered in the form of RSUs. These annual equity grants vest in twelve equal monthly installments beginning on the first day of the first full month following the annual meeting of stockholders and continuing on the first day of each of the following eleven months thereafter, so long as the director continues to serve as a member of the Board. In addition, the Director Compensation Policy provides that the delivery of any vested shares of common stock underlying the foregoing RSUs be deferred until the earlier of (a) the first anniversary of the date of grant and (b) the date of the director's separation from service.

Early Termination of Options or RSUs Upon Termination of Service

        If a non-employee director ceases to be a member of the Board for any reason, any then vested and unexercised options granted to such non-employee director may be exercised by the departing director (or, in the case of the director's death or disability, by the director's personal representative, or the director's survivors) within three years after the date the director ceases to be a member of the Board and in no event later than the expiration date of the option. In addition, all then-vested and undelivered shares underlying any RSUs held by such director shall be delivered to him or her (or, in the case of the director's death or disability, to the director's personal representative, or the director's survivors) as of the date he or she ceases to be a member of the Board. If a non-employee director ceases to be a member of the Board for any reason, or otherwise ceases to continue a business relationship with AMAG, any unvested options and RSUs are immediately terminated and forfeited.

Retainer and Per Meeting Fees

        The annual Board retainer fees under the Director Compensation Policy are payable in four equal quarterly installments, to each non-employee director for membership on our Board and for membership on each of the Board's standing committees. The annual Board and committee retainer

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fees are included in the table below, along with the per meeting fees that our non-employee directors are entitled to receive for ad hoc committee attendance.

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        Under the Director Compensation Policy, the Board has reserved the right to institute a per meeting fee for each Board or committee meeting which is meaningfully in excess of the regularly scheduled meetings (a "Special Meeting"), including a per meeting fee of $1,000 for each Special Meeting of the Board and a per meeting fee of $500 for each meeting which is meaningfully in excess of the regularly scheduled meetings of the Audit, Compensation, and Governance and Risk Committees attended by such non-employee director. It is expected that Special Meetings of the Board and the committees may be called when necessary to address material matters faced by the Company outside of the ordinary course of business. No such payments were made during 2019.

Expenses

        Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each non-employee director is reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board, committees thereof or in connection with other Board-related business.

Non-Employee Directors' Deferred Compensation Program

        In April 2019, we implemented a Non-Employee Directors' Deferred Compensation Program to offer our non-employee directors the ability to defer the receipt of any RSUs granted to them under our equity incentive plan. In advance of an award of RSUs and in compliance with the program's requirements, a non-employee director may elect to defer the receipt of all of his or her RSUs until the earlier of (i) the date such non-employee director ceases to serve as a member of our Board and (ii) the consummation of a sale event (such earlier date, the "Payment Event"). Upon the vesting of the RSUs, any amounts that would otherwise have been paid in shares of Company common stock will be converted into deferred stock units ("DSUs") on a one-to-one basis and credited to the non-employee director's deferred account. The DSUs will be settled in shares of our common stock on a one-to-one basis in a single transaction (and will cease to be held in the non-employee director's deferred account) as soon as practicable following the Payment Event.

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Indemnification and Insurance

        We provide standard indemnification agreements and director and officer insurance for all directors.

Summary of Director Compensation for Fiscal 2019

        The following table summarizes the compensation paid to or earned by our non-employee directors during the year ended December 31, 2019.

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Director Stock Ownership Guidelines

        The Board believes that it is important that directors be incentivized to focus on long-term stockholder value to ensure that the Board's interests are aligned with those of our stockholders and as such maintains stock ownership guidelines to further align the interests of our non-employee directors with the interests of our stockholders and to promote our commitment to sound corporate governance.

        Our non-employee director stock ownership guidelines require all non-employee directors to hold shares of our common stock with a value equal to three times the amount of the annual cash retainer fee paid to non-employee directors for service on the Board, excluding additional committee retainer fees and any per meeting fees, if any. These ownership guidelines are initially calculated using the base annual retainer fee for service as a non-employee director as of the date the person first became subject to the guidelines as a non-employee director and are re-calculated and reviewed annually on the date of the annual meeting of stockholders based on the applicable annual Board retainer fee in effect on such calculation date. For purposes of this calculation, the value of a share is measured on the date of our annual meeting of stockholders each year based on the average closing price over the 30 days preceding the date of calculation. Certain of our non-employee directors may not currently be in compliance with our non-employee director stock ownership guidelines. Among other factors, the decrease in our stock price and recent market volatility have negatively affected the per share value used in calculating whether the ownership guidelines are satisfied. In light of such recent and expected future market volatility, it is possible that certain of non-employee directors will not be in compliance as of the date of the Annual Meeting.

        Non-employee directors are required to achieve the applicable level of ownership within five years of the later of the date the guidelines were adopted and the date the person first became a non-employee director. In the event that a non-employee director does not meet the foregoing stock ownership guidelines, such non-employee director is prohibited from selling any stock acquired through vesting of RSUs or similar full-value awards or upon the exercise of stock options, except to pay for applicable taxes or the exercise price, and must use the entire net after tax amount of his or her base annual retainer fee, excluding additional committee retainer and meeting fees, if any, to purchase shares of Company common stock until the director satisfies the requirements.

        Shares that count toward satisfaction of the guidelines include shares owned outright by the director or his or her immediate family members residing in the same household and shares held in

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trust for the benefit of the director or his or her family. Unexercised and/or unvested equity awards do not count toward satisfaction of the guidelines.

        Our non-employee director stock ownership guidelines may be waived, at the discretion of the Governance and Risk Committee, for directors joining the Board from government, academia, or similar professions. The guidelines may also be waived at the discretion of the Governance and Risk Committee if compliance would create undue hardship or prevent a director from complying with a court order, as in the case of a divorce settlement. It is expected that these instances will be rare. No waivers have been granted in connection with the recent market volatility.

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PROPOSAL 2: APPROVAL OF THE AMAG PHARMACEUTIALS, INC. STOCK OPTION EXCHANGE PROGRAM FOR NON-EXECUTIVE EMPLOYEES

Introduction

        We are seeking stockholder approval of an option exchange program that would allow certain employees who are not executive officers to exchange significantly out-of-the-money stock options for the issuance of new stock options that will be exercisable for fewer shares of our common stock, with an exercise price equal to the fair market value of our common stock on the new grant date and with new vesting terms and a new expiration date ("New Options"). We would like to offer this program to our employees because we believe that it will provide a more cost-effective retention and incentive tool than issuing additional equity or paying cash compensation in order to continue to retain and motivate our non-executive employees. Based on the number of outstanding stock options as of March 31, 2020, and assuming that all Eligible Options (defined below) are exchanged for New Options and the option exchange program closes on July 1, 2020, we estimate a reduction in our overhang of outstanding stock options of approximately 761,000 shares.

Overview

        At the end of 2019, our Compensation Committee began considering, with input from Radford, which is part of the Rewards Solution practice at Aon plc ("Radford"), an independent compensation consultant, whether an option exchange program would assist with our retention efforts. After a series of discussions and after consideration of various design alternatives, in March 2020, our Compensation Committee recommended to our Board, and our Board subsequently authorized, that we pursue a stock option exchange program for current employees (i.e., excluding former employees, members of our Board and our executive officers) (the "Non-Executive Option Exchange Program"), subject to stockholder approval. A stock option exchange program for our executive officers is subject to a different proposal, and neither proposal will include members of our Board.

        Pursuant to the Non-Executive Option Exchange Program, stock options will be eligible for the program ("Eligible Options") if (1) they are outstanding as of the closing of the Non-Executive Option Exchange Program and (2) they have exercise prices per share greater than or equal to: the greater of (a) the 52-week intra-day high of the Company's common stock, as quoted on the Nasdaq Global Select Market (which, as of the 52-week period ending March 31, 2020, was $13.53), and (b) 1.5 times the price per share of Company's common stock on the commencement date of the Non-Executive Option Exchange Program (the "Threshold Exercise Price"). Stock options can be Eligible Options regardless of whether they were granted as standalone inducement option awards or under one of our equity incentive plans and are held by current employees at the date of the closing of the Non-Executive Option Exchange Program, excluding our executive officers ("Eligible Participants"). If any Eligible Options are exchanged in the Non-Executive Option Exchange Program, the New Options shall be granted under and be subject to our 2019 Equity Incentive Plan (the "2019 Plan").

        Under the proposed Non-Executive Option Exchange Program, if approved by our stockholders, each New Option will: (1) have an exercise price per share equal to the closing price of our common stock as reported by NASDAQ on the date the New Options are granted, which is expected to be the day after our exchange offer expires (the "Grant Date"), (2) have a term that expires on the sixth anniversary of the Grant Date, and (3) not be exercisable on the date they are granted, even if the corresponding exchanged Eligible Options had previousl vested, and instead will vest and become exercisable in two equal annual installments following the Grant Date, subject to the continuous service of the Eligible Participant.

        The New Options will be exercisable for fewer shares of our common stock than the Eligible Options in accordance with an exchange ratio as described below. Except as described above, the New

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Options will otherwise have substantially the same terms and conditions as the corresponding exchanged Eligible Options.

        We believe that, if approved by the stockholders, the Non-Executive Option Exchange Program could permit us to:

•

enhance long-term stockholder value by restoring competitive incentives to the participants so they are further motivated to complete and deliver the important strategic and operational initiatives of our company, as exercise prices significantly in excess of market price undermine the effectiveness of options as employee performance and retention incentives; and



•

reduce potential overhang, which is the number of shares issuable upon the exercise of outstanding stock options and other stock awards, by reducing the total number of outstanding stock options by approximately 761,000 of which approximately 290,000 were issued as inducement options or issued from the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the "2013 Lumara Health Equity Incentive Plan") and may not be returned to the 2019 Plan (these amounts are estimates only; the actual overhang reduction will depend upon a number of factors, including the number of Eligible Options exchanged and the applicable exchange ratios).

        Under the listing rules of NASDAQ and our stock option plans, stockholder approval is required to implement the Non-Executive Option Exchange Program. If our stockholders approve this proposal, our Board intends to commence the exchange offer as soon as practicable following the annual meeting, but in no event later than 12 months thereafter. If we do not obtain stockholder approval of this proposal, we will not be able to implement the Non-Executive Option Exchange Program.

Reasons for the Non-Executive Option Exchange Program

        We believe that an effective and competitive employee incentive program is imperative for the future growth and success of our business. We rely on our employees to implement our strategic initiatives, expand and develop our business and satisfy customer needs. Competition for many of these employees, particularly in the pharmaceutical industry, is intense and many companies use stock options as a means of attracting, motivating and retaining their best employees. At our company, stock options constitute a key part of our incentive and retention programs because our Board believes that equity compensation encourages employees to act like owners of the business, motivating them to work toward our success and rewarding their contributions by allowing them to benefit from increases in the value of our shares.

        When the Compensation Committee approves the grant of a stock option, it establishes the exercise price that the employee must pay to purchase shares of our common stock when the option is exercised. The per share exercise price is set at the closing price of a share of our common stock as reported by NASDAQ on the date the option is granted. Thus, an employee receives value only if he or she exercises an option and sells the purchased shares at a price that exceeds the stock option's exercise price.

        Our stock price has experienced a significant decline during the past several years. As a result, many of our employees now hold stock options with exercise prices significantly higher than the current market price of our common stock. For example, nearly all of our outstanding stock options had exercise prices greater than the closing price of our common stock as reported by NASDAQ on March 31, 2020 of $6.18. In addition, as of March 31, 2020, Eligible Participants held options to purchase 1,926,904 shares of our common stock with exercise prices ranging from $5.76 per share to $69.73 per share. The "out-of-the-money" options are no longer effective as performance and retention incentives. We believe that to enhance long-term stockholder value we need to maintain competitive employee incentive and retention programs. An equity stake in the success of our company is a critical

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component of these programs. We believe the Non-Executive Option Exchange Program will provide us with an opportunity to restore for Eligible Participants an incentive to remain with us and contribute to the future growth and success of our business. Although we continue to believe that stock options are an important component of our employees' total compensation, many of our employees view their existing stock options as having little or no value due to the difference between the exercise prices and the current market price of our common stock. As a result, for many employees, these options are ineffective at providing the incentives and retention value that our Board believes is necessary to motivate our employees to increase long-term stockholder value.

        When considering how best to continue to incentivize and reward our employees who have out-of-the-money stock options, the Compensation Committee engaged Radford to review and evaluate strategies to address this issue. Based on these recommendations and all relevant factors, we determined that a program under which employees could exchange stock options with an exercise price greater than or equal to a number determined using the Threshold Exercise Price calculation, was most attractive for a number of reasons, including the following:

•

Reasonable, Balanced Incentives.  We believe that the opportunity to exchange Eligible Options for New Options to be granted with fewer shares, together with a new minimum vesting requirement, represents a reasonable and balanced exchange program with the potential for a significant positive impact on employee retention, motivation and performance.



•

Reduction of the Number of Shares Subject to Outstanding Options.  In addition to the out-of-the-money options having little or no retention value, they also would not otherwise reduce our stock option overhang until they are exercised or expire unexercised. As of March 31, 2020, there were approximately 1,293,000 outstanding stock options with an exercise price equal to or greater than $13.53 per share, with a weighted average exercise price of $25.38, that would be eligible stock options for purposes of the Non-Executive Option Exchange Program, excluding options that will expire by their terms before July 1, 2020. If approved by our stockholders, the Non-Executive Option Exchange Program is expected to reduce our overhang of outstanding stock options by eliminating the ineffective options that are currently outstanding and issued to our non-executive employees. Under the proposed Non-Executive Option Exchange Program, Eligible Participants will receive stock options covering fewer shares than the exchanged Eligible Options. Based on the number of outstanding stock options as of March 31, 2020 and assuming that all Eligible Options are exchanged in the Non-Executive Option Exchange Program and the Non-Executive Option Exchange closes on July 1, 2020, we estimate Eligible Options to purchase approximately 1,293,000 shares would be exchanged and cancelled, while New Options covering approximately 532,000 shares would be issued. This could result in a net reduction in the overhang of our equity awards by approximately 761,000 shares, or approximately 2.02% of the fully diluted number of shares of our common stock outstanding as of March 31, 2020, of which approximately 290,000 were issued as inducement options or issued from the 2013 Lumara Health Equity Incentive Plan and may not be returned to the 2019 Plan. The actual reduction in our overhang that may result from the Non-Executive Option Exchange Program could vary significantly and is dependent upon a number of factors, including the actual level of participation in the Non-Executive Option Exchange Program and the actual exchange ratios. All Eligible Options that are not exchanged will remain outstanding and in effect in accordance with their existing terms.



•

Reduced Pressure for Additional Grants.  If we are unable to implement the Non-Executive Option Exchange Program, we may find it necessary to issue additional options to our employees at current market prices, increasing our overhang. These grants would deplete the current pool of options available for future grants under our 2019 Plan and would also result in increased stock compensation expense, which could negatively impact our stock price.

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•

Impact on accounting expense.  Under applicable accounting rules, we are required to continue to recognize compensation expense related to these underwater stock options as they vest, even if they are never exercised because they remain underwater. We believe the Non-Executive Option Exchange Program will allow us to recapture retentive and incentive value from the compensation expense that we have recorded in our financial statements with respect to our Eligible Options. The New Options are not expected to result in significant additional compensation expense and therefore will not have a material adverse impact on our reported earnings.

Description of the Material Terms of the Non-Executive Option Exchange Program

        Implementing the Non-Executive Option Exchange Program.    We will not commence the Non-Executive Option Exchange Program unless our stockholders approve this proposal. If our stockholders approve this proposal, and our Board or Compensation Committee determine to implement the Non-Executive Option Exchange Program, we expect the Non-Executive Option Exchange Program to commence within twelve months of the date of the annual meeting. If the Non-Executive Option Exchange Program does not commence within this time frame, we would not conduct another option exchange program without first seeking stockholder approval. Even if the Non-Executive Option Exchange Program is approved by our stockholders, our Board will retain the authority, in its sole discretion, to terminate or postpone the program at any time prior to the closing of the tender offer or to exclude certain Eligible Options or Eligible Participants from participating in the Non-Executive Option Exchange Program due to tax, regulatory or accounting reasons or because participation would be inadvisable or impractical.

        Upon the offer date, Eligible Participants will receive a written offer setting forth the terms of the Non-Executive Option Exchange and may voluntarily elect to participate. The written offer will be governed by the tender offer rules of the SEC. At or before the offer date, we will file the offer to exchange and other related documents with the SEC as part of a tender offer statement on Schedule TO. Pursuant to the SEC tender offer rules, we will give Eligible Participants at least 20 business days to elect to surrender Eligible Options in exchange for a lesser amount of New Options.

        Outstanding Options Eligible for the Non-Executive Option Exchange Program.    To be eligible for exchange under the Non-Executive Option Exchange Program, an option must have an exercise price that is greater than or equal to the Threshold Exercise Price and be outstanding as of the closing of the Non-Executive Option Exchange Program. As of March 31, 2020, options to purchase approximately 1,927,000 shares of our common stock were outstanding, of which options to purchase approximately 1,293,000 shares would be eligible for exchange under the Non-Executive Option Exchange Program (assuming the Non-Executive Option Exchange Program closes on July 1, 2020) and using a Threshold Exercise Price of $13.53 for the calculation.

        Eligibility.    The Non-Executive Option Exchange Program will be open to all of our current employees, excluding our executive officers. Neither our executive officers, former employees nor members of our Board will be eligible to participate in the Non-Executive Option Exchange Program. However, our executive officers may be able to participate in a different exchange program, which is the subject of Proposal 3, which is described elsewhere in this proxy statement. To be eligible, an employee must be employed by us at the time the tender offer commences. Additionally, to receive the New Options, an Eligible Participant who exchanges his or her Eligible Options must be an employee on the Grant Date. As of March 31, 2020, approximately 341 employees, excluding our executive officers, held Eligible Options.

        Calculation of Exchange Ratios.    The Non-Executive Option Exchange Program is not a one-for-one exchange. The total number of shares of our common stock underlying a New Option that an Eligible Participant will receive with respect to an exchanged Eligible Option will be determined by

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dividing the number of shares of our common stock underlying the exchanged Eligible Option by the applicable exchange ratio and rounding to the nearest whole number.

        Shortly before the commencement of the Non-Executive Option Exchange Program, our Compensation Committee will determine exchange ratios by assigning an average exchange ratio to each of the pools of outstanding stock options. The exchange ratios will be applied on a grant-by-grant basis and will generally be designed to result in a fair value, for accounting purposes, of the New Options that will be approximately equal to the fair value of the Eligible Options (based on valuation assumptions made shortly before the Non-Executive Option Exchange Program commences). The exchange ratios will be established by grouping together Eligible Options with certain exercise prices and assigning an appropriate exchange ratio to each grouping, based on the fair value of the Eligible Options (calculated using the Black-Scholes model in compliance with ASC Topic 718) within the relevant grouping. Setting the exchange ratios in this manner is intended to result in the issuance of New Options that have a fair value (also calculated using the Black-Scholes model in compliance with ASC Topic 718) that is approximately equal to the fair value of the exchanged Eligible Options. This should minimize any additional compensation cost that we must recognize upon granting the New Options, other than some incremental compensation expense that might result from fluctuations in the fair market value of our common stock after the exchange ratios have been set but before the Grant Date.

        Although the exchange ratios cannot be determined prospectively because the fair market value of our common stock will change prior to commencement of the Non-Executive Option Exchange Program, the table below provides an example of the exchange ratios that our Compensation Committee would use if the fair market value of our common stock is $6.18 per share shortly before the commencement of the Non-Executive Option Exchange Program. As illustrated in the table below, the applicable exchange ratios will vary based on the exercise price of the Eligible Option.

        In this example, if an Eligible Participant elected to exchange an Eligible Option to purchase 1,000 shares with an exercise price of $15 per share, that Eligible Participant would receive a New Option to purchase 571 shares (that is, 1,000 divided by 1.75, with the result rounded to the nearest whole number, equals 571).

        For illustrative purposes only, the following table shows the number of shares of our common stock underlying outstanding Eligible Options as of March 31, 2020, excluding for this purpose, any

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Eligible Options that expire by their terms on or prior to an assumed closing date of the Non-Executive Option Exchange Program of July 1, 2020, categorized by the exchange ratios in the example above.

        Election to Participate.    Participation in the Non-Executive Option Exchange Program will be voluntary. Eligible Participants will be permitted to exchange all or none of their Eligible Options for New Options on a grant-by-grant basis.

        Exercise Price of New Options.    All New Options will be granted with an exercise price equal to the closing price of our common stock as reported by NASDAQ on the Grant Date.

        Vesting of New Options.    The New Options will not be exercisable on the date they are granted, even if the corresponding exchanged Eligible Options had previously become exercisable. The New Options will vest and become exercisable in two equal annual installments following the Grant Date, subject to the continuous service of the Eligible Participant.

        Term of the New Options.    The New Options will expire on the sixth anniversary of the Grant Date, which is shorter than the weighted average remaining term in aggregate of Eligible Options.

        Other Terms and Conditions of the New Options.    The other terms and conditions of the New Options will be set forth in an option agreement to be entered into as of the Grant Date. Any additional terms and conditions will be comparable to the other terms and conditions of the Eligible Options. All New Options will be incentive stock options (that is, they will qualify for the tax-favored treatment under Section 422 of the Code) to the extent allowable. The shares of our common stock for which the New Options may be exercised are currently registered on a registration statement filed with the SEC.

        Treatment of Net Shares.    The Eligible Options exchanged for New Options will be cancelled. The net shares underlying the Eligible Options granted under the 2007 Plan or 2019 Plan in excess of the shares underlying the New Options will be returned to the pool available for issuance under the 2019 Plan. All other Eligible Options, including those issued as inducement options or issued from the 2013 Lumara Health Equity Incentive Plan, that are exchanged for New Options will not be returned to any pool of shares available under our equity incentive plans.

        Accounting Treatment.    The incremental compensation expense associated with the Non-Executive Option Exchange Program will be measured as the excess, if any, of the fair value of each new stock option granted to participants in the Non-Executive Option Exchange Program, measured as of the date the new stock options are granted, over the fair value of the stock options surrendered in exchange for the new stock options, measured immediately prior to the cancellation. We do not expect the incremental compensation expense, if any, to be material. We will recognize any such incremental compensation expense ratably over the vesting period of the new stock options.

        United States Federal Income Tax Consequences.    The following is a summary of the anticipated material United States federal income tax consequences of participating in the Non-Executive Option Exchange Program. A more detailed summary of the applicable tax considerations to participants will

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be provided in the tender offer. We believe the exchange of Eligible Options for New Options pursuant to the Non-Executive Option Exchange Program should be treated as a non-taxable exchange, and no income should be recognized for United States federal income tax purposes by us or our employees upon the grant of the New Options. However, the Internal Revenue Service is not precluded from adopting a contrary position, and the laws and regulations themselves are subject to change. A more detailed summary of the applicable tax considerations to Eligible Employees will be provided in the tender offer.

        Potential Modifications to Terms to Comply with Governmental Requirements.    The terms of the Non-Executive Option Exchange Program will be described in a tender offer that we will file with the SEC. Although we do not anticipate that the SEC will require us to modify the terms significantly, it is possible we will need to alter the terms of the Non-Executive Option Exchange Program to comply with comments from the SEC. Changes in the terms of the Non-Executive Option Exchange Program may also be required for tax purposes as the laws and regulations are subject to change.

Effect on Stockholders

        We are not able to predict the impact the Non-Executive Option Exchange Program will have on your interests as a stockholder, as we are unable to predict how many participants will exchange their Eligible Options or what the fair market value of our common stock will be on the Grant Date. If the Non-Executive Option Exchange Program is approved, the exchange ratios will result in the issuance of fewer shares subject to the New Options than were subject to the exchanged Eligible Options and may result in an incremental compensation expense for financial reporting purposes. In addition, the Non-Executive Option Exchange Program is intended to reduce both our existing stock option overhang and our need to issue supplemental stock options in the future to remain competitive with our competitors. While we cannot predict how many Eligible Options will be exchanged, based on the number of outstanding stock options as of March 31, 2020 and assuming that all Eligible Options are exchanged in the Non-Executive Option Exchange Program and the Non-Executive Option Exchange Program closes on July 1, 2020, we estimate a reduction in our overhang of outstanding stock options of approximately 761,000 shares. The actual reduction in our overhang that could result from the Non-Executive Option Exchange Program could vary significantly and is dependent upon a number of factors, including the actual level of participation in the Non-Executive Option Exchange Program and the option exchange ratios. Based on these assumptions and following the issuance of the New Options, a net of approximately 471,000 shares will be returned to the share reserve of the 2019 Plan and approximately 290,000 shares were issued pursuant to inducement or awards from the 2013 Lumara Health Equity Incentive Plan and will not be available for future grant of awards under the 2019 Plan.

Vote Required

        The affirmative vote of the holders of a majority of the shares of our common stock present or represented and voting at the Annual Meeting is required to approve the Non-Executive Option Exchange Program.

OUR BOARD UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE APPROVAL OF
THE STOCK OPTION EXCHANGE PROGRAM FOR NON-EXECUTIVE EMPLOYEES.

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PROPOSAL 3: APPROVAL OF THE AMAG PHARMACEUTIALS, INC. STOCK OPTION EXCHANGE PROGRAM FOR CERTAIN EXECUTIVE EMPLOYEES

Introduction

        We are also seeking stockholder approval of an option exchange program that would allow our executive officers (other than Mr. Myers) to exchange significantly out-of-the-money stock options for the issuance of new stock options that will be exercisable for fewer shares of our common stock, with an exercise price equal to the fair market value of our common stock on the new grant date and with new vesting terms and a new expiration date ("New Executive Options"). We would like to offer this program to certain executives because, as with the Non-Executive Option Exchange Program, we believe that it will provide a more cost-effective retention and incentive tool to our executive officers than issuing additional equity or paying cash compensation in order to continue to retain and motivate our executive employees. Based on the number of outstanding stock options as of March 31, 2020 and assuming that all Eligible Executive Options (defined below) are exchanged for New Executive Options and the option exchange program closes on July 1, 2020, we estimate a reduction in our overhang of outstanding stock options of approximately 198,000 shares.

Overview

        Along with its discussions regarding the Non-Executive Option Exchange Program, at the end of 2019, our Compensation Committee began considering, with input from Radford, which is part of the Rewards Solution practice at Aon plc ("Radford"), an independent compensation consultant, whether an option exchange program for certain of our executive officers would assist with our retention efforts. After a series of discussions and after consideration of various design alternatives, in March 2020, our Compensation Committee recommended to our Board, and our Board subsequently authorized, that we pursue a stock option exchange program for all of our current executive officers other than our CEO, Mr. Myers (the "Executive Option Exchange Program"), subject to stockholder approval. A stock option exchange program for certain employees who are not executive officers is subject to a different proposal and neither proposal will include members of our Board.

        Pursuant to the Executive Option Exchange Program, stock options will be eligible for the program ("Eligible Executive Options") if (1) they are outstanding as of the closing of the Executive Option Exchange Program and (2) they have exercise prices per share greater than or equal to the greater of (a) the 52-week intra-day high of the Company's common stock, as quoted on the Nasdaq Global Select Market (which, as of the 52-week period ending March 31, 2020, was $13.53), and (b) 1.5 times the price per share of Company's common stock on the commencement date of the Executive Option Exchange Program (the "Threshold Exercise Price"). Stock options can be Eligible Executive Options regardless of whether they were granted as standalone inducement option awards or under one of our equity incentive plans and are held by Eligible Executives (as defined below) who are current employees at the date of the closing of the Executive Option Exchange Program. If any Eligible Executive Options are exchanged in the Executive Option Exchange Program, the New Executive Options shall be granted under and be subject to our 2019 Plan.

        Under the proposed Executive Option Exchange Program, if approved by our stockholders, each New Executive Option will: (1) have an exercise price per share equal to the closing price of our common stock as reported by NASDAQ on the date the New Executive Options are granted, which is expected to be the day after our exchange offer expires (the "Executive Grant Date"), (2) have a term that expires on the sixth anniversary of the Executive Grant Date, and (3) not be exercisable on the date they are granted, even if the corresponding exchanged Eligible Executive Options had previously vested, and instead will vest and become exercisable in two equal annual installments following the Executive Grant Date, subject to the continuing service of the Eligible Executive.

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        The New Executive Options will be exercisable for fewer shares of our common stock than the Eligible Executive Options in accordance with an exchange ratio as described below. Except as described above, the New Executive Options will otherwise have substantially the same terms and conditions as the corresponding exchanged Eligible Executive Options.

        We believe that, if approved by the stockholders, the Executive Option Exchange Program could permit us to:

•

enhance long-term stockholder value by restoring competitive incentives to the participants so they are further motivated to complete and deliver the important strategic and operational initiatives of our company, as exercise prices significantly in excess of market price undermine the effectiveness of options as employee performance and retention incentives; and



•

reduce potential overhang, which is the number of shares issuable upon the exercise of outstanding stock options and other stock awards, by reducing the total number of outstanding stock options by 198,000 of which 92,000 were issued as inducement options or issued from the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the "2013 Lumara Health Equity Incentive Plan") and may not be returned to the 2019 Plan (these amounts are estimates only; the actual overhang reduction will depend upon a number of factors, including the number of Eligible Executive Options exchanged and the applicable exchange ratios).

        Under the listing rules of NASDAQ and our stock option plans, stockholder approval is required to implement the Executive Option Exchange Program. If our stockholders approve this proposal, our Board intends to commence the exchange offer as soon as practicable following the annual meeting, but in no event later than 12 months thereafter. If we do not obtain stockholder approval of this proposal, we will not be able to implement the Executive Option Exchange Program.

Reasons for the Executive Option Exchange Program

        We believe that an effective and competitive executive incentive program is imperative for the future growth and success of our business. We rely on our executive officers to implement our strategic initiatives, expand and develop our business and satisfy customer needs. Furthermore, we believe it is important to incentivize the few eligible executives who have been with the Company for a number of years and whose equity compensation is "out-of-the-money" as further described below. The following table provides a summary of the four executives who are eligible for the Executive Option Exchange Program, with an average tenure with the Company as of March 31, 2020 of four years.

        When the Compensation Committee approves the grant of a stock option, it establishes the exercise price that the optionee must pay to purchase shares of our common stock when the option is exercised. The per share exercise price is set at the closing price of a share of our common stock as reported by NASDAQ on the date the option is granted. Thus, an optionee receives value only if he or she exercises an option and sells the purchased shares at a price that exceeds the option's exercise price.

        Our stock price has experienced a significant decline during the past several years. As a result, many of our executive officers now hold stock options with exercise prices significantly higher than the current market price of our common stock. For example, 100% of our outstanding stock options held by our executive officers had exercise prices greater than the closing price of our common stock as

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reported by NASDAQ on March 31, 2020 of $6.18. In addition, as of March 31, 2020, Eligible Executives held options to purchase 465,056 shares of our common stock with exercise prices ranging from $7.27 per share to $57.60 per share. These "out-of-the-money" options which, as of March 31, 2020, represent approximately 67% of the shares underlying outstanding for plan-based equity awards held by the Eligible Executives, are no longer effective as performance and retention incentives. We believe that to enhance long-term stockholder value we need to maintain competitive executive incentive and retention programs. An equity stake in the success of our company is a critical component of these programs. We believe the Executive Option Exchange Program will provide us with an opportunity to restore for Eligible Executives an incentive to remain with us and contribute to the future growth and success of our business. Additionally, if we are unable to retain one or more of the Eligible Executives in the near term, it could impact our strategic continuity and cause us to incur additional costs of executive transition.

        When considering how best to continue to incentivize and reward our executive officers who have out-of-the-money stock options, the Compensation Committee engaged Radford to review and evaluate strategies to address this issue. Based on these recommendations and all relevant factors, we determined that a program under which executive officers could exchange stock options with an exercise price greater than or equal to a number determined using the Threshold Exercise Price calculation was most attractive for a number of reasons, including the following:

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Reasonable, Balanced Incentives.  We believe that the opportunity to exchange Eligible Executive Options for New Executive Options to be granted with fewer shares, together with a new minimum vesting requirement, represents a reasonable and balanced exchange program with the potential for a significant positive impact on employee retention, motivation and performance.



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Reduction of the Number of Shares Subject to Outstanding Options.  In addition to the out-of-the-money options having little or no retention value, they also would not otherwise reduce our stock option overhang until they are exercised or expire unexercised. As of March 31, 2020, there were approximately 303,000 outstanding stock options with an exercise price equal to or greater than $13.53 per share, with a weighted average exercise price of $24.93, that would be eligible stock options for purposes of the Executive Option Exchange Program, excluding options that will expire by their terms by July 1, 2020. If approved by our stockholders, the Executive Option Exchange Program is expected to reduce our overhang of outstanding stock options by eliminating the ineffective options that are currently outstanding and issued to our executive employees. Under the proposed Executive Option Exchange Program, Eligible Executives will receive stock options covering fewer shares than the exchanged Eligible Executive Options. Based on the number of outstanding stock options as of March 31, 2020 and assuming that all Eligible Executive Options are exchanged in the Executive Option Exchange Program and the Executive Option Exchange Program closes on July 1, 2020, we estimate Eligible Executive Options to purchase approximately 303,000 shares would be exchanged and cancelled, while New Executive Options covering approximately 105,000 shares would be issued. This could result in a net reduction in the overhang of our equity awards by approximately 198,000 shares, or approximately 0.6% of the fully diluted number of shares of our common stock outstanding as of March 31, 2020, of which approximately 92,000 were issued as inducement options or issued from the 2013 Lumara Health Equity Incentive Plan and may not be returned to the 2019 Plan. The actual reduction in our overhang that may result from the Executive Option Exchange Program could vary significantly and is dependent upon a number of factors, including the actual level of participation in the Executive Option Exchange Program and the actual exchange ratios. All Eligible Executive Options that are not exchanged will remain outstanding and in effect in accordance with their existing terms.



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Reduced Pressure for Additional Grants.  If we are unable to implement the Executive Option Exchange Program, we may find it necessary to issue additional options to our executive officers

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at current market prices, increasing our overhang. These grants would deplete the current pool of options available for future grants under our 2019 Plan and would also result in increased stock compensation expense, which could negatively impact our stock price.

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Impact on accounting expense.  Under applicable accounting rules, we are required to continue to recognize compensation expense related to these underwater stock options as they vest, even if they are never exercised because they remain underwater. We believe the Executive Option Exchange Program will allow us to recapture retentive and incentive value from the compensation expense that we have recorded in our financial statements with respect to our Eligible Executive Options. The New Executive Options are not expected to result in significant additional compensation expense and therefore will not have a material adverse impact on our reported earnings.

Description of the Material Terms of the Executive Option Exchange Program

        Implementing the Executive Option Exchange Program.    We will not commence the Executive Option Exchange Program unless our stockholders approve this proposal. If our stockholders approve this proposal, and our Board or Compensation Committee determine to implement the Executive Option Exchange Program, we expect the Executive Option Exchange Program to commence within twelve months of the date of the annual meeting. If the Option Exchange Program does not commence within this time frame, we would not conduct another option exchange program without first seeking stockholder approval. Even if the Executive Option Exchange Program is approved by our stockholders, our Board will retain the authority, in its sole discretion, to terminate or postpone the program at any time prior to the closing of the tender offer or to exclude certain Eligible Executive Options or Eligible Executives from participating in the Executive Option Exchange Program due to tax, regulatory or accounting reasons or because participation would be inadvisable or impractical.

        Upon the offer date, Eligible Executives will receive a written offer setting forth the terms of the Executive Option Exchange and may voluntarily elect to participate. The written offer will be governed by the tender offer rules of the SEC. At or before the offer date, we will file the tender offer and other related documents with the SEC as part of a tender offer statement on Schedule TO. Pursuant to the SEC tender offer rules, we will give Eligible Executives at least 20 business days to elect to surrender Eligible Executive Options in exchange for a lesser amount of New Executive Options

        Outstanding Options Eligible for the Executive Option Exchange Program.    To be eligible for exchange under the Executive Option Exchange Program, an option must have an exercise price that is greater than the Threshold Exercise Price and be outstanding as of the closing of the Executive Option Exchange Program. As of March 31, 2020, options to purchase approximately 465,000 shares of our common stock were outstanding, of which options to purchase approximately 303,000 shares would be eligible for exchange under the Executive Option Exchange Program (excluding, in each case, options which would expire by their terms prior to July 1, 2020) using a Threshold Exercise Price of $13.53 for the calculation.

        Eligibility.    The Executive Option Exchange Program will be open to all of our current executive officers, other than Mr. Myers and other than members of the board of directors ("Eligible Executives"). To be eligible, an executive officer must be employed by us at the time the tender offer commences. Additionally, to receive the New Executive Options, an Eligible Executive who exchanges his or her Eligible Executive Options must be an employee on the Executive Grant Date. As of March 31, 2020, four executive officers held Eligible Executive Options.

        Calculation of Exchange Ratios.    The Executive Option Exchange Program is not a one-for-one exchange. The total number of shares of our common stock underlying a New Executive Option that an Eligible Executive will receive with respect to an exchanged Eligible Executive Option will be

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determined by dividing the number of shares of our common stock underlying the exchanged Eligible Executive Option by the applicable exchange ratio and rounding to the nearest whole number.

        Shortly before the commencement of the Executive Option Exchange Program, our Board or Compensation Committee will determine the exchange ratios by assigning an average exchange ratio to each of the pools of outstanding stock options. The exchange ratios for the Executive Option Exchange Program will be less favorable than the exchange ratios that will apply to the Option Exchange Program applicable to non-executive employees. The exchange ratios will be applied on a grant-by-grant basis and will generally be designed to result in a fair value, for accounting purposes, of the New Executive Options that will be approximately equal to the fair value of the Eligible Executive Options (based on valuation assumptions made shortly before the Executive Option Exchange Program commences). The exchange ratios will be established by grouping together Eligible Executive Options with certain exercise prices and assigning an appropriate exchange ratio to each grouping, based on the fair value of the Eligible Executive Options (calculated using the Black-Scholes model in compliance with ASC Topic 718) within the relevant grouping. Setting the exchange ratios in this manner is intended to result in the issuance of New Executive Options that have a fair value (also calculated using the Black-Scholes model in compliance with ASC Topic 718) approximately equal to the fair value of the exchanged Eligible Executive Options. This should minimize any additional compensation cost that we must recognize upon granting the New Executive Options, other than some incremental compensation expense that might result from fluctuations in the fair market value of our common stock after the exchange ratios have been set but before the Executive Grant Date.

        Although the exchange ratios cannot be determined prospectively because the fair market value of our common stock will change prior to commencement of the Executive Option Exchange Program, the table below provides an example of the exchange ratios that our Board or Compensation Committee would use if the fair market value of our common stock is $6.18 per share shortly before the commencement of the Executive Option Exchange Program. As illustrated in the table below, the applicable exchange ratios will vary based on the exercise price of the Eligible Executive Option.

        In this example, if an Eligible Executive elected to exchange an Eligible Executive Option to purchase 1,000 shares with an exercise price of $15 per share, that Eligible Executive would receive a New Executive Option to purchase 444 shares (that is, 1,000 divided by 2.25, with the result rounded to the nearest whole number, equals 444).

        For illustrative purposes only, the following table shows the number of shares of our common stock underlying outstanding Eligible Executive Options, as of March 31, 2020, excluding for this purpose, any Eligible Executive Options that expire by their terms prior to an assumed closing of the

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Executive Option Exchange Program of July 1, 2020, and the number of New Executive Options that could be issued, in each case, categorized by the exchange ratios in the example above.

        Election to Participate.    Participation in the Executive Option Exchange Program will be voluntary. Eligible Executives will be permitted to exchange all or none of their Eligible Executive Options for New Executive Options on a grant-by-grant basis.

        Exercise Price of New Executive Options.    All New Executive Options will be granted with an exercise price equal to the closing price of our common stock as reported by NASDAQ on the Executive Grant Date.