What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 323 added, 301 removed, 867 unchanged (42% of the section changed)

7 unchanged sentences

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

1 unchanged sentence

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision and with the participation of, our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Internal control over financial reporting is a process designed by, or under the supervision and with the participation of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934, as amended, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

That evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 27, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

Insider Trading Arrangements

During the Company’s last fiscal quarter, the following officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows:

• On December 15, 2023 , Stephen R.

Davis , President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 370,000 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is from March 14, 2024 until July 15, 2024, or earlier if and when all transactions under the trading arrangement are completed.

• On December 15, 2023 , Austin D.

Kim , our former Executive Vice President, General Counsel and Secretary , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 10,000 shares of our common stock.

During the Company’s last fiscal quarter, the following officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, as follows:

• On November 19, 2024 , James Kihara , Senior Vice President, Finance , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 18,000 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is from March 14, 2024 until June 14, 2024, or earlier if and when all transactions under the trading arrangement are completed.

The duration of the trading arrangement is from two business days after the filing of this Form 10-K report until February 17, 2026, or earlier if and when all transactions under the trading arrangement are completed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

1 unchanged sentence

Directors, Executive Off icers and Corporate Governance .

The information required by this Item and not set forth below will be set forth under the proposal captioned “Election of Directors” and the sections captioned “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” if any, in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC by April 29, 2024 (our “Proxy Statement”) and is incorporated in this report by reference.

The remaining information required by this Item and not set forth below will be set forth under the proposal captioned “Election of Directors” and the sections captioned “Information Regarding the Board of Directors and Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” if any, in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC by April 30, 2025 (our Proxy Statement) and is incorporated in this report by reference.

The information required by Item 408(b) of Regulation S-K will be set forth in the section captioned “Insider Trading Arrangements and Policies” in our Proxy Statement and is incorporated in this report by reference.

We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer or controller) and employees, known as the Code of Business Conduct and Ethics.

5 unchanged sentences

The information required by this Item will be set forth in the section headed “Executive Compensation” in our Proxy Statement and is incorporated in this report by reference.

The information required by Item 402(x) of Regulation S-K shall be set forth in the section headed “Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information” in our Proxy Statement and is incorporated in this report by reference.

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters .

12 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

16 unchanged sentences

2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-K, filed August 9, 2022).

Forms of agreement under the 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K, filed February 29, 2016).

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Acadia Pharmaceuticals Inc.

2010 Equity Incentive Plan.

Forms of Nonstatutory Stock Option Grant Notice and Stock Option Agreement under Acadia Pharmaceuticals Inc.

2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed May 9, 2024).

Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Acadia Pharmaceuticals Inc.

2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed May 9, 2024).

Forms of Performance Stock Unit Grant Notice and Performance Stock Unit Award Agreement under Acadia Pharmaceuticals Inc.

2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed May 9, 2024).

2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed June 29, 2020).

1 unchanged sentence

Employment Agreement, dated September 1, 2015, between the Registrant and Stephen Davis (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed September 3, 2015).

Executive Transition Agreement, dated September 23, 2024, by and between the Registrant and Stephen R.

Davis (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 23, 2024).

Employment Offer Letter, dated June 26, 2018, between the Registrant and Brendan Teehan (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K, filed March 1, 2022).

Employment Offer Letter, dated July 2, 2018, between the Registrant and Austin D.

Kim (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed November 6, 2018).

Employment Agreement, dated September 23, 2024, by and between the Registrant and Catherine Owen Adams (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on September 23, 2024).

Employment Offer Letter, dated April 28, 2020, between the Registrant and Mark Schneyer (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, filed March 1, 2022).

Employment Offer Letter, dated December 19, 2022, between the Registrant and Doug Williamson (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, filed February 28, 2023).

Employment Offer Letter, dated January 12, 2024, between the Registrant and Jennifer Rhodes.

Employment Offer Letter, dated February 22, 2024, between the Registrant and Elizabeth H.

(incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2024).

Employment Offer Letter, dated January 12, 2024, between the Registrant and Jennifer Rhodes (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K, filed February 28, 2024).

Employment Offer Letter, dated November 15, 2024, by and between the Registrant and Thomas Garner.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed June 29, 2020).

2 unchanged sentences

Master Manufacturing Services Agreement and Product Agreement, dated August 3, 2015, by and between the Registrant and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.17 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

First Amendment to Product Agreement, dated April 25, 2016, by and between the Registrant and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.18 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Second Amendment to Product Agreement, dated October 6, 2016, by and between the Registrant and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.19 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Third Amendment to Product Agreement, dated December 11, 2017, by and between the Registrant and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.20 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Master Services Agreement, dated December 15, 2016, by and between Acadia Pharmaceuticals GmbH and Siegfried AG and its affiliates, and Attachment #1, Attachment #2 and Attachment #3 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed November 3, 2022).

6 unchanged sentences

License Agreement, dated August 6, 2018, by and between the Registrant and Neuren Pharmaceuticals Ltd.

(incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2019).

Lease Agreement, effective October 4, 2018, by and between the Registrant and Kilroy Realty, L.P.

(incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2019).

First Amendment to Office Lease, dated December 23, 2019, between the Registrant and Kilroy Realty, L.P.

10 unchanged sentences

Master Commercial Supply Agreement, dated November 16, 2022, by and between the Registrant and Corden Pharma Bergamo S.p.A.

(incorporated by reference to Exhibit 10.36 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Commercial Supply Agreement, dated December 15, 2021, by and between the Registrant and F.I.S.

Fabbrica Italiana Sintetici S.p.A.

(incorporated by reference to Exhibit 10.36 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Product Agreement, effective May 1, 2022, by and between the Registrant and Patheon Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.37 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Commercial Supply Agreement, dated March 1, 2023, by and between the Registrant and CoreRx Inc., as amended by Amendment No.

1, dated August 1, 2023.

1, dated August 1, 2023 (incorporated by reference to Exhibit 10.38 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

Joint Venture and License Agreement, dated July 13, 2023, by and between the Registrant and Neuren Pharmaceuticals Ltd.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Asset Purchase Agreement dated November 5, 2024 with respect to sale of a priority review voucher.

Acadia Pharmaceuticals Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement No.

Forms of Standard Stock Option Grant Notice and Stock Option Agreement under the Acadia Pharmaceuticals Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 to Registration Statement No.

Forms of Standard Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Acadia Pharmaceuticals Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to Registration Statement No.

Forms of Director Stock Option Grant Notice and Stock Option Agreement under the Acadia Pharmaceuticals Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to Registration Statement No.

Forms of Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Acadia Pharmaceuticals Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.5 to Registration Statement No.

Acadia Pharmaceuticals Inc.

2024 Inducement Plan (incorporated by reference to Exhibit 99.1 to Registration Statement No.

Forms of Standard Stock Option Grant Notice and Stock Option Agreement under the Acadia Pharmaceuticals Inc.

2024 Inducement Plan (incorporated by reference to Exhibit 99.2 to Registration Statement No.

Forms of Standard Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Acadia Pharmaceuticals Inc.

2024 Inducement Plan (incorporated by reference to Exhibit 99.3 to Registration Statement No.

Forms of Standard Performance Stock Unit Grant Notice and Performance Stock Unit Agreement under the Acadia Pharmaceuticals Inc.

2024 Inducement Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed November 7, 2024).

Acadia Pharmaceuticals Inc.

Insider Trading Policy.

List of subsidiaries of the Registrant.

1 unchanged sentence

Power of Attorney (see signature page hereto).

Certification of Stephen Davis, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Catherine Owen Adams, Chief Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Mark Schneyer, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Stephen Davis, Chief Executive Officer, pursuant to 18 U.S.C.

Certification of Catherine Owen Adams, Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Acadia Pharmaceuticals Inc.

Dodd-Frank Clawback Policy.

Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrants Annual Report on Form 10-K, filed February 28, 2024).

The following financial statements from this Annual Report, formatted in iXBRL (Inline Extensible Business Reporting Language), are filed herewith:

2 unchanged sentences

a Indicates management contract or compensatory plan or arrangement.

b We have requested or received confidential treatment of certain portions of this agreement, which have been omitted and filed separately with the SEC pursuant to Rule 406 under the Securities Act of 1933, as amended, or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

c Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]” or “[***]”) because the Company has determined that the information is both not material and is the type that the Company treats as private or confidential.

d The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

b Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]” or “[***]”) because the Company has determined that the information is both not material and is the type that the Company treats as private or confidential.

c The information in Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act (including this Annual Report), unless the Registrant specifically incorporates the foregoing information into those documents by reference.

Form 10-K Summary

2 unchanged sentences

February 27, 2025

/s/ Stephen R.

/s/ C ATHERINE O WEN A DAMS

Catherine Owen Adams

Chief Executive Officer

1 unchanged sentence

Principal Executive Officer)

KNOW ALL PERSO NS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Stephen R.

Davis his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Catherine Owen Adams and Mark C.

Schneyer his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof .

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/ S / S TEPHEN R.

/ S / C ATHERINE O WEN A DAMS

Catherine Owen Adams

Chief Executive Officer and Director

5 unchanged sentences

/ S / J AMES K.

Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Senior Vice President, Finance (Principal Accounting Officer)

February 27, 2025

21 unchanged sentences

We have audited the accompanying consolidated balance sheets of Acadia Pharmaceuticals Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

19 unchanged sentences

As described in Note 2 to the consolidated financial statements under the caption “Revenue Recognition” the Company establishes provisions for sales rebates and discounts in the same period as the related sales occur.

Estimated sales rebates for the purchase of the product covered by Medicare Part D are included within accrued liabilities on the consolidated balance sheet.

Estimated sales rebates for the purchase of NUPLAZID covered by Medicare Part D are included within accrued liabilities on the consolidated balance sheet.

In order to establish these sales rebate accruals, the Company estimated its rebates based upon the identification of the product subject to a rebate, the historical and expected payor mix, the applicable price, rebate terms and the estimated lag time between the sale and payment of the rebate.

47 unchanged sentences

Accumulated deficit

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Total stockholders’ equity

11 unchanged sentences

Selling, general and administrative

Gain on sale of non-financial asset

Total operating expenses

Loss from operations

Income (loss) from operations

Interest income, net

Loss before income taxes

Income (loss) before income taxes

Income tax expense

Net loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

Net income (loss)

Earnings (net loss) per share:

Weighted average common shares outstanding:

The accompanying notes are an integral part of these consolidated financial statements.

ACADIA PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Years Ended December 31,

Net income (loss)

Other comprehensive income (loss):

Unrealized income (loss) on investment securities

Unrealized gain/(loss) on investment securities

Foreign currency translation adjustments

Comprehensive loss

Comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Cash flows from operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Stock-based compensation

1 unchanged sentence

Amortization of intangible assets

Gain on sale of non-financial asset

Gain on strategic investment

13 unchanged sentences

Sale and maturity of investment securities

Proceeds from sales of strategic investment

Proceeds from sale of non-financial asset

Proceeds from sale of strategic investment

Net purchases of property and equipment

Intangible assets

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

8 unchanged sentences

Supplemental disclosure of noncash information:

Accrued inventory purchases

Accrued milestone and contingent payments in connection with asset acquisition

21 unchanged sentences

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balances at December 31, 2023

13 unchanged sentences

(the Company), based in San Diego, California, is a biopharmaceutical company focused on the development and commercialization of innovative medicines to address unmet medical needs in central nervous system disorders and rare diseases.

In April 2016, the U.S.

Food and Drug Administration (FDA) approved the Company’s first drug, NUPLAZID ® (pimavanserin), for the treatment of hallucinations and delusions associated with Parkinson’s disease psychosis (PDP).

In April 2016, the FDA approved the Company’s first drug, NUPLAZID ® (pimavanserin), for the treatment of hallucinations and delusions associated with PDP.

NUPLAZID became available for prescription in the United States in May 2016.

1 unchanged sentence

DAYBUE became available for prescription in the United States in April 2023.

In October 2024, Health Canada granted marketing authorization of DAYBUE (trofinetide) for the treatment of Rett syndrome in adult and pediatric patients 2 years of age and older.

Summary of Significant Accounting Policies

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cash shown in the statements of cash flows

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investment Securities

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The cost of securities sold is based on the specific identification method.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value of Financial Instruments

9 unchanged sentences

Allowances for distribution fees, prompt payment discounts and chargebacks are based on contractual terms.

The Company adopted FASB Accounting Standards Codification 326-20, Financial Instruments – Credit Losses (ASC 326-20) as of January 1, 2020.

The Company estimated the current expected credit losses of its accounts receivable by assessing the risk of loss and available relevant information about the collectability, including historical credit losses, existing contractual payment terms, actual payment patterns of its customers, individual customer circumstances, and reasonable and supportable forecast of economic conditions expected to exist throughout the contractual life of the receivable.

Based on its assessment, as of December 31, 2023 , the Company determined that an allowance for credit loss was not required.

Based on its assessment, as of December 31, 2024 and 2023, the Company has determined that an allowance for credit loss was not required.

Inventory is stated at the lower of cost or net realizable value under the first-in, first-out method (FIFO).

22 unchanged sentences

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Through December 31, 2023 , no such impairment losses have been recorded by the Company.

Through December 31, 2024, no suc h impairment losses have been recorded by the Company.

License Fees and Royalties

2 unchanged sentences

The Company has determined that technological feasibility for its product candidates is reached when the requisite regulatory approvals are obtained to make the product available for sale.

In connection with the FDA approval of NUPLAZID in April 2016, the Company made a one-time milestone payment of $ 8.0 million pursuant to its 2006 license agreement with the Ipsen Group in which the Company licensed certain intellectual property rights that complement its patent portfolio for its serotonin platform, including NUPLAZID.

The Company capitalized the $ 8.0 million payment as an intangible asset and is amortizing the asset on a straight-line basis over the estimated useful life which ended during the year ended December 31, 2021.

The Company recorded no amortization expense related to its intangible asset for the years ended December 31, 2023 and 2022 and recorded amortization expense of $ 1.1 million for the year ended December 31, 2021.

As of December 31, 2021, the intangible asset was fully amortized.

In connection with the first commercial sale of DAYBUE in April 2023, the Company made a milestone payment of $ 40.0 million pursuant to its 2018 license agreement with Neuren, as disclosed in Note 9.

The Company capitalized the $ 40.0 million payment as an intangible asset and began amortizing the asset in April 2023 on a straight-line basis over the estimated useful life of the licensed patents through early 2036.

The Company recorded amortization expense related to this inta ngible asset of $ 2.4 million f or the year ended December 31, 2023.

As of December 31, 2023 , estimated future amortization expense related to the Company’s intangible asset was $ 3.1 million for each subsequent year.

Following the FDA approval of DAYBUE, the Company was granted a Rare Pediatric Disease Priority Review Voucher (PRV).

Pursuant to the license agreement, the Company is required to pay Neuren one third of the value of the PRV at the time of sale or use of the PRV.

If the PRV is sold, the amount to be paid will be the sale value net of applicable fees.

If the PRV is not sold but used by the Company, the amount to be paid will be the average price of the three most recent publicly announced sales of Rare Pediatric Disease PRVs immediately preceding the issuance of the PRV to the Company.

The Company capitalized the $ 29.6 million for the estimated PRV value owed to Neuren as an intangible asset and began amortizing it in April 2023 on a straight-line basis over the estimated useful life of the licensed patents through early 2036.

The Company recorded amortization expense related to this intangible asset of $ 1.7 million for the year ended December 31, 2023.

As of December 31, 2023 , estimated future amortization expense related to the Company’s intangible asset was $ 2.3 million for each subsequent year.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pursuant to the license agreement with Neuren, the Company has capitalized a t otal of $ 138.8 million as intangible assets following the FDA approval and sale of DAYBUE and sale of PRV, as disclosed in Note 9.

The intangible assets are amortized on a straight-line basis over the estimated useful life of the licensed patents through early 2036.

The Company recorded total amortization expense related to these intangible assets of $ 15.0 million and $ 4.1 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, estimated future amortization expense related to the Company’s intangible assets was $ 10.9 million for each subsequent year.

Royalties incurred in connection with the Company’s license agreement with Neuren, as disclosed in Note 9, are expensed to cost of product sales as revenue from product sales is recognized .

1 unchanged sentence

Finite-lived intangible assets are recorded at cost, net of accumulated amortization, and, if applicable, impairment charges.

A mortization of finite-lived intangible assets is recorded over the assets’ estimated useful lives on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable.

Amortization of finite-lived intangible assets is recorded over the assets’ estimated useful lives on a straight-line basis or based on the pattern in which economic benefits are consumed, if reliably determinable.

We review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

1 unchanged sentence

No impairment loss was recorded on intangible assets during the years ended December 31, 2024 or 2023 .

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as asset acquisition using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values.

7 unchanged sentences

Advertising costs are expensed when services are performed or goods are delivered.

The Company incurred $ 9.4 million, $ 5.5 mil lion and $ 41.8 million in advertising costs during the years ended December 31, 2023, 2022 and 2021 , respectively.

The Company incurred $ 21.1 million, $ 9.4 million and $ 5.5 mil lion in advertising costs during the years ended December 31, 2024, 2023 and 2022 , respectively and $ 1.3 million of advertising costs were capitalized as prepaid expenses at December 31, 2024.

No advertising costs were capitalized as prepaid expenses at December 31, 2023 or 2022.

6 unchanged sentences

Product sales, net

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Product Sales, Net

The Company accounts for contracts with its customers in accordance with Revenue from Contracts with Customers (Topic 606) .

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

The Company recognizes revenue when its customer obtains control of promised goods or services which is generally upon delivery.

Revenues reflect the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps:

15 unchanged sentences

Product shipping and handling costs are included in cost of product sales.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recognizes revenue from product sales at the net sales price (the “transaction price”) which includes estimates of variable consideration for which reserves for sales discounts and allowance are established and reflects each of these as either a reduction to the related account receivable or as an accrued liability, depending on how the amount payable is settled.

14 unchanged sentences

The applicable period will be twelve months on October 1 of each year, with the initial applicable period beginning on October 1, 2022.

The benchmark period AMP price is January 1, 2021 through September 30, 2021.

The benchmark period AMP price is January 1, 2021 through September 30, 2021 for NUPLAZID and January 1, 2024 through December 31, 2024 for DAYBUE.

The Company’s estimates are based Medicare Part D sales as a percentage of gross sales and the rate AMP for the current period will be in excess the benchmark period.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Chargebacks :

16 unchanged sentences

The upfront consideration and transaction costs associated with acquired in-process research and development are also included in the research and development expenses.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial or services provided and the invoices received from its external service providers.

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Although there are potential sources of supply other than the Company’s existing suppliers, any new supplier would be required to qualify under applicable regulatory requirements.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company has entered into agreements for the distribution of NUPLAZID with a limited number of SPs and SDs, and all of the Company’s product sales of NUPLAZID are to these customers.

The Company has also entered into agreements for the distribution of DAYBUE with a single wholesale distributor, and all of the Company’s product sales of DAYBUE and accounts receivable balance at December 31, 2024 are related to this customer.

For the year ended December 31, 2023 , the Company’s four largest customers, including the single wholesale distributor, represented approximately 69 % of the Company’s product revenue and 73 % of the Company’s accounts receivable balance at December 31, 2023.

For the year ended December 31, 2022 , the Company’s four largest customers represented approximately 73 % of the Company’s product revenue and 74 % of the Company’s accounts receivable balance at December 31, 2022 .

The following table summarizes customers that represent 10% or greater of our consolidated total gross revenues:

Years Ended December 31,

__________________________________________

* Represents less than 10 % and/or not a customer in the applicable year

The following table summarizes customers with amounts due that represent 10% or greater of our consolidated accounts receivable balance:

As of December 31,

__________________________________________

* Represents less than 10 % and/or not a customer in the applicable year

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation

We measure stock-based compensation expense for equity-classified awards, principally related to stock options, restricted stock units (RSUs), PSUs and stock purchase rights under our employee stock purchase plan (ESPP) based on the estimated fair value of the award on the date of grant.

The fair value of each employee stock option and each employee stock purchase right granted is estimated on the grant date under the fair value method using the Black-Scholes valuation model.

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The Company recognizes forfeitures as they occur.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of restricted stock units (RSUs) is estimated based on the closing market price of the Company’s common stock on the date of grant.

The fair value of RSUs is estimated based on the closing market price of the Company’s common stock on the date of grant.

RSUs generally vest over a four-year period.

2 unchanged sentences

For those RSUs requiring satisfaction of both market and service conditions, the requisite service period is the longest of the explicit, implicit and derived service periods.

The fair value of performance-based stock units (PSUs) is estimated based on the closing market price of the Company’s common stock on the date of grant.

PSUs vest upon the achievement of certain pre-defined company-specific performance-based criteria.

Expense related to these PSUs is recognized ratably over the expected performance period once the pre-defined performance-based criteria for vesting becomes probable.

During the year ended December 31, 2021, the Company had a change in estimate related to the achievement of certain performance-based criteria for performance-based stock awards which resulted in a reduction in stock-based compensation expenses by approximatel y $ 6.8 m illion.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Through 2023, the Company granted PSUs that vest upon the achievement of certain pre-defined company-specific performance-based criteria.

Expense related to these PSUs is recognized ratably over the expected performance period once the pre-defined performance-based criteria for vesting becomes probable and can vest up to 200 percent of the target number of shares granted.

The fair value of these PSUs is estimated based on the closing market price of the Company’s common stock on the date of grant.

Beginning in 2024, the structure of the PSU design was revised with a rTSR approach such that awards are earned for the Company’s rTSR performance over three-year measurement periods relative to a peer group of companies and the actual numbers of PSUs that will vest at the end of the performance period may be anywhere from zero to 150 percent of the target number of shares granted.

The fair value of these PSUs is estimated using a Monte Carlo model because the performance target is based on a market condition.

Expense related to these PSUs is recognized ratably over the three-year measurement period.

In connection with the departure of the former CEO, in September 2024 the Company incurred approximately $ 10.7 million in stock-based compensation expense as a result of accelerated equity award vesting and stock modifications under the former CEO’s severance plan.

The table below summarizes the total stock-based compensation expense included in the Company’s consolidated statements of operations for the periods presented (in thousands):

3 unchanged sentences

Sales, general and administrative

The Company uses “the management approach” in determining reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s Chief Operating Decision Maker (CODM) for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.

The Company determines and presents operating segments based on the information that is internally provided to the CEO who is considered the Company’s CODM, in accordance with ASC 280, Segment Reporting .

The Company has determined that it operates as a single business segment, which is the development and commercialization of innovative medicines .

Refer to Note 11 – Segment Reporting for further information related to the segment.

Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year.

4 unchanged sentences

Any interest and penalties related to uncertain tax positions will be reflected in income tax expense.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method.

For purposes of this calculation, stock options, employee stock purchase rights, RSUs, and PSUs are considered to be common stock equivalents but are not included in the calculations of diluted net loss per share for the periods presented as their effect would be antidilutive.

The Company incurred net losses for all periods presented and there were no reconciling items for potentially dilutive securities.

More specifically, at December 31, 2023, 2022 and 2021 , stock options, employee stock purchase plan rights, RSUs and PSUs covering a total of approximately 21,264,000 shares, 21,185,000 shares and 17,535,000 shares, respectively, were excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive.

Earning (Net Loss) Per Share

Basic earnings (net loss) per share is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method.

For purposes of diluted earnings (net loss) per share calculation, equity awards and employee stock purchase plan rights are considered to be common stock equivalents.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment Reporting

The Company uses “the management approach” in determining reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.

The Company’s chief operating decision maker is the chief executive officer who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

Management has determined that the Company operates in one business segment which is the development and commercialization of innovative medicines.

All revenues for the years ended December 31, 2023, 2022 and 2021 were generated from customers in the United States.

Years Ended December 31,

Net income (loss) - basic and diluted

Weighted average shares outstanding:

Effect of potentially dilutive common shares from:

Equity awards

Employee stock purchase plan rights

Earnings (net loss) per share:

Potentially dilutive shares excluded from per share amounts as their effect

would have been anti-dilutive

Recently Issued Accounting Standards

4 unchanged sentences

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

The Company does not expect the adoption of the amendments to have a significant impact on its financial statements.

The Company adopted this guidance for the year ended December 31, 2024.

There was no significant impact of the adoption of this guidance on the Company’s consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No.

2 unchanged sentences

The amendments are effective for annual periods beginning after December 15, 2024.

The Company does not expect the adoption of the amendments to have a significant impact on its financial statements.

The Company does not expect the adoption of the amendments to have a significant impact on its consolidated financial statements.

The carrying value and amortized cost of the Company’s investments, summarized by major security type, consisted of the following (in thousands):

5 unchanged sentences

Government sponsored enterprise securities

Municipal bonds

Commercial paper

The Company has classified all of its available-for-sale investment securities, including those with maturities beyond one year, as current assets on its consolidated balance sheets based on the highly liquid nature of the investment securities and because these investment securities are considered available for use in current operations.

As of December 31, 2023 and 2022, all of the Company’s available-for-sale investment securities have contractual maturity dates of less than one year .

The Company has classified all equity securities as other assets on its consolidated balance sheets.

The following table summarizes the contract maturity of the available-for-sale securities we held as of December 31, 2024:

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

One year or less

After one year but within two years

As of December 31, 2023 , all of the Company’s available-for-sale investment securities had contractual maturity dates of less than one year .

The Company has classified all equity securities as other assets on its consolidated balance sheets.

At December 31, 2024 and 2023, the Company had 17 and 21 securities, respectively, in an unrealized loss position.

3 unchanged sentences

December 31, 2024

Treasury notes

Government sponsored enterprise securities

2 unchanged sentences

Government sponsored enterprise securities

Municipal bonds

Commercial paper

During the first quarter of 2023, the Company made a sale of all of its investments in commercial paper.

The proceeds from sales of these securities were $ 183.0 million and net realized losses from the related sales were $ 0.5 million.

There were no other sales of available-for-sale investment securities in prior periods.

There were no sales of available-for-sale investment securities in 2024.

At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are the result of credit losses.

11 unchanged sentences

The Company obtains the fair value of its Level 2 financial instruments from third-party pricing services.

The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and matrices and obtaining market values from other pricing sources.

After completing the validation procedures, the Company did not adjust or override any fair value measurements provided by these pricing services as of December 31, 2023 and 2022, respectively.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

market-related data, are observable.

The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and matrices and obtaining market values from other pricing sources.

After completing the validation procedures, the Company did not adjust or override any fair value measurements provided by these pricing services as of December 31, 2024 and 2023, respectively.

In November 2021, the Company established a plan whereby substantially all full-time employees excluding executive management are eligible to receive a series of cash bonuses based on achievement of certain conditions as described in more detail in Note 6 to the consolidated financial statements.

16 unchanged sentences

Treasury notes

Equity securities

Government sponsored enterprise securities

Municipal bonds

Commercial paper

Changes in estimated fair value of contingent cash awards during the twelve months ended December 31, 2024 are as follows (in thousands):

11 unchanged sentences

Long-term inventory

Amount reported as long-term inventory consisted of raw materials as of December 31, 2023 and 2022.

The Company has raw materials beyond its one-year production plan that prevent the Company from potential supply interruption.

Those raw materials maintained beyond the one-year production plan are classified as long-term inventory.

Amount reported as long-term inventory primarily consists of raw materials as of December 31, 2024 and 2023.

Property and equipment, net, consisted of the following (in thousands):

2 unchanged sentences

Furniture and fixtures

Construction-in-process

Accumulated depreciation

Depreciation of property and equipment was $ 0.9 million, $ 1.5 million, and $ 2.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

For the year ended December 31, 2023, the Compan y did no t retire any fully depreciated property and equipment.

For the years ended December 31, 2024 and 2023, the Company did no t retire any fully depreciated property and equipment.

For the year ended December 31, 2022, the Company retired $ 0.1 million of fully depreciated property and equipment.

During 2021, the Company did not retire any fully depreciated property and equipment.

Accrued liabilities consisted of the following (in thousands):

Accrued sales allowances

Accrued compensation and benefits

Accrued research and development services

Accrued contingent payments

Accrued compensation and benefits

Accrued consulting and professional fees

Current portion of lease liabilities

Accrued research and development services

Accrued taxes

Current portion of lease liabilities

ACADIA PHARMACEUTICALS INC.

1 unchanged sentence

Stockholders’ Equity

Equity Awards

The Company’s 2010 Equity Incentive Plan, as amended to date (the 2010 Plan), permits the grant of options to employees, directors and consultants.

2024 Equity Incentive Plan

The Company’s 2024 Equity Incentive Plan (the 2024 Plan) became effective upon approval of the stockholders in May 2024 and is a successor and continuation of the 2010 Equity Incentive Plan (the 2010 Plan).

The 2024 Plan permits the grant of awards to employees, non-employee directors and consultants.

In addition, the 2024 Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other awards.

The 2024 Plan provides that, with limited exceptions, no award will vest until at least 12 months following the date of grant of the award;

provided, however, that up to 5 % of the aggregate number of shares that may be issued under the 2024 Plan may be subject to awards which do not meet such vesting requirements.

The maximum term of any stock option or stock appreciation right awards under 2024 Plan is ten years.

All shares that remained eligible for grant under the Company’s 2010 Equity Incentive Plan and 2023 Inducement Plan at the time of approval of the 2024 Plan were transferred to the 2024 Plan.

At December 31, 2024, there were 13,798,565 shares of common stock available for new grants under the 2024 Plan.

2024 Inducement Plan

The Board adopted the Company’s 2024 Inducement Plan (Inducement Plan) in September 2024.

The Inducement Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, pe rformance awards and other stock-related awards.

Stock awards granted under the Inducement Plan may only be made to individuals who did not previously serve as employees or non-employee directors of the Company or an affiliate of the Company.

In addition, stock awards must be approved by either a majority of the Company’s independent directors or the Compensation Committee.

The terms of the Inducement Plan are otherwise substantially similar to the 2024 Plan.

The maximum number of shares of Company common stock that may be issued under the Inducement Plan is 2,400,000 shares.

At December 31, 2024, there were 1,491,346 shares available for new grants under the Inducement Plans.

2023 Inducement Plan

The Board adopted the Company’s 2023 Inducement Plan (2023 Inducement Plan) on February 1, 2023.

The 2023 Inducement Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock-related awards.

Stock awards granted under the 2023 Inducement Plan may only be made to individuals who did not previously serve as employees or non-employee directors of the Company or an affiliate of the Company.

In addition, stock awards must be approved by either a majority of the Company’s independent directors or the Compensation Committee.

The terms of the 2023 Inducement Plan are otherwise substantially similar to the 2010 Plan.

All shares that remained eligible for grant under the 2023 Inducement Plan at the time of approval of the 2024 Plan were transferred to the 2024 Plan.

2010 Equity Incentive Plan

The 2010 Plan, as amended to date, permits the grant of options to employees, directors and consultants.

In addition, the 2010 Plan permits the grant of stock bonuses, rights to purchase restricted stock, and other stock awards.

2 unchanged sentences

All shares that remained eligible for grant under the Company’s 2004 Equity Incentive Plan (the 2004 Plan) at the time of approval of the 2010 Plan were transferred to the 2010 Plan.

The 2010 Plan share reserve also has been, and may be, increased by the number of shares that otherwise would have reverted to the 2004 Plan reserve after June 2010.

In June 2015, June 2016, June 2017, June 2018, June 2019 and June 2022, the Company’s stockholders approved amendments to its 2010 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 5,000,000 shares, 3,000,000 shares, 5,500,000 shares, 6,700,000 shares, 8,300,000 shares and 6,000,000 shares, respectively.

At December 31, 2023, there wer e 30,490,486 shar es of common stock authorized for issuance, of wh ich 7,731,848 share s were available for new grants under the 2010 Plan.

Stock Options

The 2010 Plan provided for the grant of options to employees, directors and consultants.

The exercise price of options granted under the 2010 Plan was at 100 percent of the fair market value of the common stock on the date of grant and the maximum term of any option was 10 years.

Options granted under the 2010 Plan generally vested over a four-year period.

The following table summarizes the Company’s stock option activity during the year ended December 31, 2023:

All shares that remained eligible for grant under the 2010 Plan at the time of approval of the 2024 Plan were transferred to the 2024 Plan.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employee Stock Purchase Plan

The Company’s 2004 Employee Stock Purchase Plan (the Purchase Plan) became effective upon the closing of the Company’s initial public offering in June 2004.

In June 2016, June 2019 and June 2020, the Company’s stockholders approved an amendment to the Purchase Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the Purchase Plan by 400,000 shares, 600,000 shares and 3,000,000 shares, respectively.

At December 31, 2024, a total of 5,525,000 shares of common stock had been reserved for issuance under the Purchase Plan.

At December 31, 2024, 1,713,498 shares of common stock remained available for issuance pursuant to the Purchase Plan.

Eligible employees who elect to participate in an offe ring under the Purchase Plan may have up to 15 percent of their earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the Purchase Plan.

The price of common stock purchased under the Purchase Plan is equal to 85 percent of the lower of the fair market value of the common stock at the commencement date of each offering period or the relevant purchase date.

Stock Option Activity

The equity plans provided for the grant of options to employees, directors and consultants.

The exercise price of options granted under the equity plans were at 100 percent of the fair market value of the common stock on the date of grant and the maximum term of any option was 10 years.

Options granted under the equity plans generally vested over a four-year period.

The following table summarizes the Company’s stock option activity under all equity plans during the year ended December 31, 2024:

Intrinsic Value

3 unchanged sentences

Outstanding at December 31, 2024

Vested and exercisable at December 31, 2023

Unvested at December 31, 2023

Exercisable at December 31, 2024

The aggregate intrinsic value of options exercisable as of December 31, 2024 is calculated as the difference between the exercise price of the underlying options and the closing market price of the Company’s common stock on that date, which was $ 18.35 per share.

The aggregate intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was approximately $ 0.3 million, $ 7.9 million, and $ 1.7 million, respectively, determined as of the date of exercise.

The Company receive d approximately $ 20.3 million, $ 3.7 millio n and $ 12.9 million in cash from options exercised during the years ended December 31, 2023, 2022 and 2021, respectively.

The Company received approximately $ 1.6 million, $ 20.3 millio n and $ 3.7 million in cash from options exercised during the years ended December 31, 2024, 2023 and 2022, respectively.

The weighted average per share fair value of options granted during the years ended December 31, 2024, 2023, and 2022 was approximately $ 10.42 , $ 13.25 , and $ 13.66 , respectively.

As of December 31, 2023, 2022 and 2021 , total unrecognized compensation cost related to stock options was approximately $ 62.1 million, $ 63.9 million and $ 66.0 million , and the weighted averag e period over which this cost is expected to be recognized is approximately 2.6 years, 2.7 years and 2.3 years, respectively.

As of December 31, 2024, total unrecognized compensation cost related to stock options was approximately $ 53.6 million and the weighted average period over which this cost is expected to be recognized is approximately 2.8 years.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Stock

The Company grants RSUs and PSUs, both of which are considered restricted stock, pursuant to the 2010 Plan and satisfies such grants through the issuance of new shares.

RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock.

RSUs generally vest over a four-year period.

Certain RSUs also have an accelerated vesting clause based on a specified market condition target and continued employment through the vesting period.

PSUs for which the number of shares issuable at the end of performance period can reach up to 200% of the shares approved in the award based on the achievement of certain pre-defined Acadia-specific performance criteria and continued employment through the vesting period .

The following table summarizes the Company’s restricted stock activity during the year ended December 31, 2023:

Restricted Stock Unit Activity

The following table summarizes the Company’s RSUs during the year ended December 31, 2024:

Average Grant

2 unchanged sentences

(in thousands)

Outstanding at December 31, 2022

Unvested at December 31, 2023

Cancelled/forfeited

Outstanding at December 31, 2023

There were 1,734,828 , 2,055,574 and 1,276,936 PSUs outstanding at December 31, 2023, 2022 and 2021, respectivel y, of which 484,757 , 1,057,741 and 639,700 were related to the RSUs with an accelerated vesting clause based on a specified market condition target and continued employment through the vesting period.

During the years ended 2023, 2022 and 2021, 517,290 , 986,739 , and 918,434 PSUs were granted, respectively, of which 459,420 were vested during the year ended December 31, 2023.

There was no vesting during the years ended December 31, 2022 and 2021.

D uring the years ended December 31, 2023, 2022 and 2021, total intrinsic value of PSUs outstanding was $ 50.0 million, $ 32.7 million and $ 29.8 million, respectively.

Total unrecognized compensation cost related to RSUs was approximately $ 46.7 million, $ 44.6 million and $ 39.8 million for the years ended December 31, 2023, 2022 and 2021 , respectively, and the weighted average period over which the cost is expected to be recognized is approximately 2.9 years, 2.7 years and 2.3 years, respectively.

Total unrecognized compensation cost related to PSUs was approximately $ 5.7 million, $ 12.7 million and $ 11.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and the weighted average remaining contractual term related to outstanding PSUs was 3.2 years, 3.0 years and 3.3 years, respectively.

Employee Stock Purchase Plan

The Company’s 2004 Employee Stock Purchase Plan (the Purchase Plan) became effective upon the closing of the Company’s initial public offering in June 2004.

At December 31, 2023, a total o f 5,525,000 sha res of common stock had been reserved for issuance under the Purchase Plan.

At December 31, 2023 , 2,131,122 shares of common stock remained available for issuance pursuant to the Purchase Plan.

Eligible employees who elect to participate in an offering under the Purchase Plan may have up to 15 percent of their earnings withheld, subject to certain limitations, to purchase shares of common stock pursuant to the Purchase Plan.

During the years ended December 31, 2023, 2022, and 2021, a total of 348,498 , 330,525 and 296,850 shares of common stock were issued under the Purchase Plan at average per share prices of $ 13.83 , $ 13.60 , and $ 17.89 , respectively.

The weighted ave rage per share fair value of purchase rights granted during the years ended December 31, 2023, 2022, and 2021 was $ 22.25 , $ 13.91 , and $ 23.97 , respectively.

During the years ended December 31, 2023, 2022, and 2021, the Company recorded cash received from the exercise of purchase rights of $ 4.8 million, $ 4.5 million, and $ 5.3 million, respectively.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unvested at December 31, 2024

The total fair value of RSUs that vested during the years ended December 31 2024, 2023 and 2022 was $ 17.3 million, $ 12.6 million and $ 10.2 million, respectively.

As of December 31, 2024, total unrecognized compensation cost related to RSUs was approximately $ 39.5 million and the weighted average period over which this cost is expected to be recognized is approximately 2.5 years.

Performance Stock Unit Activity

The following table summarizes the Company’s PSUs during the year ended December 31, 2024:

Average Grant

Date Fair Value

Intrinsic Value

(in thousands)

Unvested at December 31, 2023

Cancelled/forfeited

Unvested at December 31, 2024 (1)

__________________________________________

(1) The unvested balance consisted of 148,643 RSUs that have an accelerated vesting clause based on specified market condition target and continued employment through a minimum vesting period, 488,976 PSUs that vest upon achievement of certain pre-defined company-specific performance-based targets and 583,171 that vest based on the Company ’ s rTSR performance over a three-year measurement period.

The total fair value of PSUs that vested during the years ended December 31 2024 and 2023 was $ 10.2 million and $ 13.3 million, respectively.

No PSUs vested during the year ended December 31, 2022.

As of December 31, 2024, total unrecognized compensation cost related to PSUs was approximately $ 7.3 million and the weighted average remaining contractual term was 1.8 years.

Contingent Cash Awards

4 unchanged sentences

Total fair value of the awards at the grant date was $ 4.4 million.

The maximum potential payout at December 31, 2023 after adjusting for forfeitures was $ 10.1 million.

The total fair value of the awards at December 31, 2023 was approximately $ 5.2 million, compared to $ 1.8 million at December 31, 2022.

The estimated liability included on the December 31, 2023 and 2022 consolidated balance sheets was $ 4.5 mill ion and $ 0.9 million.

During years ended December 31, 2023 and 2022 , the Company recorded a total of $ 3.6 million and $ 0.3 million compensation cost related to the awards.

2023 Inducement Plan

The Board adopted the Company’s 2023 Inducement Plan (the Inducement Plan) on February 1, 2023.

The Inducement Plan p ermits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock-related awards.

Stock awards granted under the Inducement Plan may only be made to individuals who did not previously serve as employees or non-employee directors of the Company or an affiliate of the Company.

In addition, stock awards must be approved by either a majority of the Company’s independent directors or the Compensation Committee.

The terms of the Inducement Plan are otherwise substantially similar to the Company’s 2010 Equity Incentive Plan.

The maximum number of shares of Company common stock that may be issued under the Inducement Plan is 1,750,000 shares.

At December 31, 2023 , there were 599,864 shares available for new grants.

The awards were forfeited in November 2024 as the Company’s stock price did not reach the pre-specified target and the Company recorded a reversal of $ 4.5 million of compensation expense related to the awards during the year ended December 31, 2024.

During the year ended December 31, 2023, the awards had a total fair value of $ 5.2 million and the Company recorded a total of $ 3.6 million of compensation cost related to the awards.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Effective January 1997, the Company established a deferred compensation plan (the 401(k) Plan) pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code), whereby substantially all employees are eligible to contribute up to 60 percent of their pretax earnings, not to exceed amounts allowed under the Code.

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Current provision:

Total deferred tax assets

Total current provision

Total income tax provision

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2024, the Company had federal, state, and foreign net operating loss (NOL) carryforwards of approximately $ 130.2 million, $ 453.9 million, and $ 475.2 million, respectively.

The Company recognized federal and state income tax provisions of $ 31.6 million, $ 10.3 million and $ 2.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

These tax liabilities were primarily associated with federal and state liabilities in excess of net operating losses in the current year and an increase in federal and state reserves related to uncertain tax positions.

Utilization of the domestic NOL and research and development (R&D) credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred or that could occur in the future, as required by Section 382 of the Code, as well as similar state and foreign provisions.

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Future ownership changes may further limit the Company’s ability to utilize its remaining tax attributes.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company had federal and state carryforwards of $ 14.7 million and $ 452.3 million that will begin to expire in 2031 and 2028 , respectively unless utilized.

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Lease liabilities

Property and equipment

Accrued rebates

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Deferred tax liabilities

Property and equipment

Right-of-use assets

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Total net deferred tax assets

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain.

Accordingly, the deferred tax assets have been fully offset by a valuation allowance.

The valuation allowance increased by approximately $ 0.9 million in 2023 primarily due to an increase in deferred tax assets generated by capitalization of research and development expenses, acquired intangibles and accrued rebates, offset in part by the utilization of US and state net operating losses and research credits, the expiration of Switzerland NOLs, and the remeasurement of the Company’s deferred tax balance for future state tax rates.

The Company assesses all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.

A significant piece of objective negative evidence evaluated was the cumulative book loss incurred over the three-year period ended December 31, 2024.

Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth.

On the basis of this analysis, a valuation allowance of $ 455.0 million and $ 482.1 million at December 31, 2024 and 2023, respectively, was recorded to offset the net deferred tax asset as realization of such asset is uncertain.

However, the amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period are increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for future growth.

An accounting policy may be selected to either (i) treat taxes due on future U.S.

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The Company has elected to account for GILTI as a period cost.

A reconciliation of income taxes to the amount computed by applying the statutory federal income tax rate to the pretax loss is summarized as follows (in thousands):

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of income taxes to the amount computed by applying the statutory federal income tax rate to the pretax income (loss) is summarized as follows (in thousands):

Years Ended December 31,

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Write-off of IP R&D

Other permanent differences

Change in valuation allowance

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Deferred rate adjustment

Switzerland tax reform

Expiration of attributes

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The Company recorded an uncertain tax position reserve of $1 .3 million, $ 18.0 million and $ 5.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Due to the valuation allowance recorded against the Company’s deferred tax assets, approximately $ 6.8 million and $ 1.2 million of the total unrecognized tax benefits as of December 31, 2023 and December 31, 2022, respectively, would reduce the annual effective tax rate if recognized.

Due to the valuation allowance recorded against the Company’s deferred tax assets, approximately $ 8.7 million and $ 6.8 million of the total unrecognized tax benefits as of December 31, 2024 and 2023, respectively, would reduce the annual effective tax rate if recognized.

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2024 will significantly change within the next twelve months.

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These upfront and license payments were included in the research and development expenses in the consolidated statements of operations as there was no alternative future use associated with the payments.

As of December 31, 2023, the Company may be required to make milestone payments up to $ 3.4 billion in the aggregate for candidates in its pipeline.

As of December 31, 2024, the Company may be required to make milestone payments up to $ 4.0 billion in the aggregate for candidates in its pipeline, of which, pursuant to the license agreement with Neuren, $ 50.0 million is payable to Neuren within 60 days following Neuren’s invoice delivered after December 31, 2024 as the Company’s aggregate net revenue of trofinetide in North America for the treatment of Rett syndrome exceeded $ 250.0 million in 2024.

In May 2018, the Company signed an Exclusivity Deed (the Deed) with Neuren that provided for exclusive negotiations for a period of three months from the date of the Deed.

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In 2023, the Company sold the 1,330,000 shares of Neuren for total proceeds of $ 12.3 million.

Net gain on the strategic investments recognized in other income in the consolidated statements of operations for the year ended December 31, 2023, 2022 and 2021 was $ 5.1 million, $ 3.5 million and $ 2.3 million, respectively .

Net gain on the strategic investments recognized in other income in the consolidated statements of operations for the year ended December 31, 2023 and 2022 was $ 5.1 million and $ 3.5 million, respectively .

No gain was recorded in the year ended December 31, 2024.

In August 2018, the Company entered into a license agreement with Neuren and obtained exclusive North American rights to develop and commercialize trofinetide for Rett syndrome and other indications.

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Pursuant to the license agreement, the Company is required to pay Neuren one third of the value of the PRV at the time of sale or use of the PRV.

The Company capitalized the $ 29.6 million for the estimated PRV value owed to Neuren as an intangible asset.

The Company capitalized the $ 29.6 million for the estimated PRV value owed to Neuren as an intangible asset in 2023.

During the year ended December 31, 2024, the Company sold the PRV to a third party for aggregate net proceeds of $ 146.5 million.

U pon sale of the PRV, the Company capitalized an additional $ 19.2 million for the one third PRV value owed to Neuren as an intangible asset.

In July 2023, the Company expanded its licensing agreement for trofinetide with Neuren to acquire rights to the drug outside of North America as well as global rights in Rett syndrome and Fragile X syndrome to Neuren’s development candidate NNZ-2591.

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The expanded license agreement was accounted for as an asset acquisition and the upfront cash payment of $ 100.0 million was expensed to research and development in the third quarter of 2023 as there is no alternative use for the asset.

In January 2022, the Company entered into a license and collaboration agreement with Stoke to discover, develop and commercialize novel RNA-based medicines for the potential treatment of severe and rare genetic neurodevelopmental diseases of the CNS.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In January 2022, the Company entered into a license and collaboration agreement with Stoke Therapeutics, Inc.

(Stoke) to discover, develop and commercialize novel RNA-based medicines for the potential treatment of severe and rare genetic neurodevelopmental diseases of the CNS.

The collaboration includes SYNGAP1 syndrome, Rett syndrome (MECP2), and an undisclosed neurodevelopmental target.

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For the MECP2 program and the undisclosed neurodevelopmental program, the Company acquired an exclusive worldwide license to develop and commercialize MECP2 program and the undisclosed neurodevelopmental program.

Stoke will lead research and pre-clinical

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

development activities, while the Company will lead clinical development and commercialization activities.

Stoke will lead research and pre-clinical development activities, while the Company will lead clinical development and commercialization activities.

The Company will fund research and pre-clinical development activities related to these two targets and Stoke is eligible to receive potential development, regulatory, first commercial sales and sales milestones as well as tiered royalty payments on worldwide sales starting in the mid-single digit range and escalating to the mid-teens based on revenue levels.

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The Company may be required to pay up to an additional $ 907.5 million in milestones as well as royalties on future sales.

In November 2024, the Company entered into a license agreement with Saniona, for the development and commercialization of ACP-711, a highly selective GABAA-α3 positive allosteric modulator.

The first indication the Company plans to pursue is development of ACP-711 for essential tremor, a neurological condition that includes shaking or trembling movements in one or more parts of the body.

The Company will lead further clinical development, regulatory submissions, and global commercialization efforts for ACP-711 while also providing financial support for Saniona’s ongoing Phase 1 study and preparations for Phase 2.

Under the terms of the license agreement, the Company paid Saniona an upfront fee of $ 28.0 million and it may be required to pay up to $ 582.0 million in milestone payments based on the achievement of certain development and annual net sales milestones.

In addition, the Company will be required to pay Saniona tiered royalties of mid-single digits to low double digits on net sales of commercial products that may result from development of ACP-711.

The license agreement was accounted for as an asset acquisition and the upfront cash payment of $ 28.0 million was expensed to research and development in the fourth quarter of 2024 as there is no alternative use for the asset.

The potential milestone payments to Saniona consist of up to $ 147.0 million subject to achievement of development and commercial milestones related to potential first and second indications, and up to $ 435.0 million subject to achievement of thresholds of annual net sales of ACP-711 worldwide.

Corporate Credit Card Program

In connection with the Company’s credit card program, the Company established a letter of credit in 2016 for $ 2.0 million, which has automatic annual extensions and is fully secured by restricted cash.

In connection with the Company’s credit card programs, the Company established letters of credit for a total of $ 5.0 million, which have automatic annual extensions and are fully secured by restricted cash.

Fleet Program

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These complaints, which were filed in the United States District Court for the District of Delaware, allege infringement of certain of the Company’s Orange Book-listed patents covering NUPLAZID (Pimavanserin I Cases).

The cases have been assigned to the Honorable Richard G.

On September 1, 2020, Aurobindo filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity.

On September 22, 2020, the Company filed its answer to Aurobindo’s counterclaims.

On August 31, 2020, Teva filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity.

On September 21, 2020, the Company filed its answer to Teva’s counterclaims.

On October 5, 2020, Hetero filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity.

On October 26, 2020, the Company filed its answer to Hetero’s counterclaims.

On September 30, 2020, MSN filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On November 5, 2020, the Company filed its first amended complaint against MSN in the United States District Court for the District of Delaware, alleging infringement of certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On November 19, 2020, MSN filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On December 10, 2020, the Company filed its answer to MSN’s counterclaims.

On November 2, 2020, Zydus filed its answer and counterclaims seeking declaratory judgments of noninfringement and invalidity.

On November 23, 2020, the Company filed its answer to Zydus’s counterclaims.

On December 8, 2020, the parties’ joint proposed scheduling order was entered by Judge Andrews.

On April 7, 2021, the Company filed its first amended complaints against Hetero and Teva and its second amended complaint against MSN, to include an additional Orange Book-listed patent covering NUPLAZID.

On April 8, 2021, the Company filed its first amended complaint against Zydus and on April 9, 2021, the Company filed its first amended complaint against Aurobindo.

On April 20, 2021, MSN filed its answer, affirmative defenses, and counterclaims to the Company’s second amended complaint, seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On April 21, 2021, Teva filed its answer, affirmative defenses, and counterclaims to the Company’s first amended complaint, seeking declaratory judgments of noninfringement and invalidity.

On April 22, 2021, Zydus filed its answer, affirmative defenses, and counterclaims to the Company’s first amended complaint, seeking declaratory judgments of noninfringement and invalidity.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On April 22, 2021, Aurobindo filed its answer, affirmative defenses, and counterclaims to the Company’s first amended complaint, seeking declaratory judgments of noninfringement and invalidity.

On May 11, 2021, the Company filed its answer to MSN’s counterclaims.

On May 12, the Company filed its answer to Teva’s counterclaims.

On May 13, the Company filed its answer to Zydus’s counterclaims and its answer to Aurobindo’s counterclaims.

The Company entered into an agreement effective April 22, 2021 with Hetero settling all claims and counterclaims in the litigation.

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The Hetero case was dismissed by joint agreement on May 3, 2021.

On August 27, 2021, the Company filed its second amended complaint against Zydus to include an additional Orange Book-listed patent covering NUPLAZID.

On September 10, 2021, Zydus filed its answer, affirmative defenses, and counterclaims to the Company’s second amended complaint, seeking declaratory judgments of noninfringement and invalidity.

Also on September 10, 2021, the parties filed their Joint Claim Construction Chart.

On October 1, 2021, the Company filed its answer to Zydus’s counterclaims.

On November 30, 2021, the Company filed a stipulation and proposed order to dismiss two of its Orange Book-listed patents covering NUPLAZID against Teva, which was ordered by the Court on December 1, 2021.

On January 28, 2022, the parties filed their Joint Claim Construction Brief and Appendix.

On February 23, 2022, the Court heard oral argument on claim construction.

On April 6, 2022, the Court issued a Memorandum Opinion construing several terms at issue, adopting the Company’s construction on two terms, Defendants’ construction on two terms, and one agreed-upon construction.

On February 28, 2022, the Company filed a stipulation and proposed order to dismiss one patent against MSN, which was ordered by the Court on March 1, 2022.

On March 10, 2022, the Company filed a stipulation and proposed order to dismiss one patent against Teva, which was ordered by the Court on March 10, 2022.

On March 22, 2022, the Company filed a stipulation and proposed order to dismiss seven patents against Aurobindo, which was ordered by the Court on March 22, 2022.

On March 30, 2022, the Company filed a stipulation and proposed order to dismiss two patents against Zydus, which was ordered by the Court on March 31, 2022.

On April 22, 2022, the Company filed a stipulation and proposed order of non-infringement against Aurobindo regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID, which was ordered by the Court on April 22, 2022.

On April 26, 2022, the Company filed a stipulation and proposed order of non-infringement against MSN regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID, which was ordered by the Court on April 26, 2022.

On April 26, 2022, the Company filed a stipulation and proposed order of non-infringement against Teva regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID, which was ordered by the Court on April 27, 2022.

On May 10, 2022, the Company filed its second amended complaint against Teva to include an additional Orange Book-listed patent covering NUPLAZID.

On May 18, 2022, the Company filed a stipulation and proposed order of non-infringement against Zydus regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID, which was ordered by the Court on May 19, 2022.

On May 24, 2022, Teva filed its answer, affirmative defenses, and counterclaims to the Company’s second amended complaint, seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On June 1, 2022, the Company filed its second amended complaint against Aurobindo alleging infringement of certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On June 2, 2022, the Company filed its third amended complaint against Zydus alleging infringement of certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On June 14, 2022, the Company filed its answer to Teva’s counterclaims.

June 15, 2022, Aurobindo filed its answer, affirmative defenses, and counterclaims to the Company’s second amended complaint, seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On June 16, 2022, Zydus filed its answer, affirmative defenses, and counterclaims to the Company’s third amended complaint, seeking declaratory judgments of noninfringement and invalidity regarding certain of the Company’s Orange Book-listed patents covering NUPLAZID.

On July 6, 2022, the Company filed its answer to Aurobindo’s counterclaims.

On September 7, 2022, the consolidated cases were reassigned to the Honorable Judge Gregory B.

On September 30, 2022, the Company filed a stipulation and proposed order to stay the claims currently asserted against Teva and for Teva to be bound by the result of the litigation rendered against the remaining Defendants, which was ordered by the Court on October 4, 2022.

On October 21, 2022, the Company filed complaints against Aurobindo, MSN and Zydus in the United States District Court for the District of Delaware alleging infringement of an additional Orange Book-listed patent covering NUPLAZID (Pimavanserin II Cases).

On March 29, 2023, following Aurobindo’s conversion of various patent certifications from Paragraph IV certifications to Paragraph III certifications in connection with the Pimavanserin I Case, the Company filed a stipulation and proposed order in the Pimavanserin I Case to dismiss the remaining asserted patents against Aurobindo.

This stipulation was ordered by the Court on March 30, 2023.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On September 30, 2022, the Company filed a stipulation and proposed order to stay the claims currently asserted against Teva and for Teva to be bound by the result of the litigation rendered against the remaining defendants Aurobindo and MSN, which was ordered by the Court on October 4, 2022.

On October 21, 2022, the Company filed additional complaints against Aurobindo, MSN and Zydus in the United States District Court for the District of Delaware alleging infringement of an additional Orange Book-listed patent covering NUPLAZID (Pimavanserin II Cases).

The Company entered into an agreement, effective March 31, 2023, with Zydus settling all claims and counterclaims in the Pimavanserin I Cases and Pimavanserin II Cases.

The agreement allows Zydus to launch its generic pimavanserin 10 mg products on September 23, 2036 and 34 mg products on February 27, 2038, subject to certain triggers for earlier launch.

On April 4, 2023, the Company filed a stipulation and proposed order to dismiss all claims and counterclaims between the Company and Zydus in the Pimavanserin I Cases and Pimavanserin II Cases, which was ordered by the Court on April 5, 2023.

The agreement allows Zydus to launch its generic pimavanserin 10 mg tablet products on September 23, 2036 and 34 mg capsule products on February 27, 2038, subject to certain triggers for earlier launch.

The Zydus case was dismissed by joint agreement on April 5, 2023.

As a result of the above, only MSN remained as an active defendant in the Pimavanserin I Cases.

On April 6, 2023, the Company and MSN filed a stipulation and proposed order requesting adjournment of the final pre-trial conference and trial, and requesting resolution of the remaining issue – MSN’s validity challenge of the sole patent in suit – through summary judgment briefing by the parties, which was ordered by the Court on April 10, 2023.

Briefing was completed on June 28, 2023 and oral argument took place on September 27, 2023.

On December 13, 2023, the Court ruled in the Company’s favor on the summary judgment motions – denying MSN’s motion for summary judgment of invalidity and granting the Company’s cross-motion for no invalidity.

MSN had previously stipulated to infringement of the patent-in-suit.

On January 11, 2024, the District Court entered final judgment in the Company’s favor that MSN’s submission of ANDA No.

214925 was an act of infringement in the Pimavanserin I Case.

On January 18, 2024, MSN filed a Notice of Appeal to the United States Court of Appeals for the Federal Circuit from the December 13, 2023 Memorandum Order of the United States District Court for the District of Delaware, and final judgment entered on January 11, 2024.

On February 12, 2024, the Company filed an Entry of Appearance for the appeal to the United States Court of Appeals for the Federal Circuit.

MSN’s Opening Appeal Brief is due on March 29, 2024.

On January 11, 2024, following summary judgment motions, the District Court entered final judgment in the Company’s favor that MSN’s submission of ANDA No.

214925 was an act of infringement in the Pimavanserin I Case and the ’740 patent was not invalid.

On January 18, 2024, MSN filed a Notice of Appeal to the United States Court of Appeals for the Federal Circuit from the final judgment entered on January 11, 2024.

The appeal is fully briefed and awaiting a date for oral argument.

In connection with the Pimavanserin II cases, MSN and Aurobindo are the remaining defendants.

On December 13, 2023, the Court issued a claim construction order finding in favor of the Company on all disputed terms of the patent-in-suit.

Fact discovery closes on March 21, 2024.

Trial is scheduled in the matter for December 3, 2024 to December 5, 2024.

A bench trial was conducted from December 3, 2024 to December 6, 2024 in the matter.

Post-trial briefing was completed on February 12, 2025 and the Company is awaiting the final decision of the Court.

On February 14, 2025, the Company filed a complaint against Zydus Lifesciences Limited, Zydus Worldwide DMCC, and Zydus Pharmaceuticals (USA) Inc.

(collectively “Zydus”) in the United States District Court for the District of Delaware, alleging infringement of certain of the Company’s Orange Book-listed patents covering NUPLAZID (Pimavanserin) by Zydus’ proposed 34 mg pimavanserin tablet product.

Zydus has not responded to the complaint as of yet and there is no schedule in place for the case.

Securities Class Action

On April 19, 2021, a purported stockholder of the Company filed a putative securities class action complaint (captioned Marechal v.

On April 19, 2021, a purported stockholder of the Company filed a putative securities class action complaint (captioned City of Birmingham Relief Retirement Systems v.

Acadia Pharmaceuticals, Inc., Case No.

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The amended complaint seeks unspecified monetary damages and other relief.

Defendants filed a motion to dismiss the amended complaint on February 15, 2022.

On September 27, 2022, the Court issued an order denying Defendants’ motion to dismiss.

Defendants filed their answer to the amended complaint on October 19, 2022, and filed a motion for reconsideration on October 25, 2022.

On February 2, 2023, the Court issued an order denying the motion for reconsideration.

On August 21, 2023, plaintiffs filed a motion for class certification.

Briefing on that motion concluded on January 12, 2024, and the Court will hear oral argument on the motion on February 28, 2024.

The parties are currently engaged in discovery.

The cutoff for fact discovery is June 13, 2024.

On March 11, 2024, the Court granted plaintiffs’ motion for class certification and appointment of class representatives and class counsel.

The parties are currently engaged in expert discovery, which is scheduled to close on June 13, 2025.

Opt-Out Litigation

On March 7, 2024, a purported stockholder of the Company filed a complaint (captioned Alger Dynamic Opportunities Fund v.

Acadia Pharmaceuticals, Inc.

24-cv-00451) in the U.S.

District Court for the Southern District of California against the Company and one executive officer.

The complaint is based on the same underlying allegations as the Securities Class Action described above, and alleged claims under federal and state securities laws, and for common law fraud and negligent misrepresentations.

On May 24, 2024, Defendants moved to dismiss the complaint.

On October 31, 2024, the Court granted in part and denied in part Defendants’ motion to dismiss.

The Court dismissed with leave to amend the purported stockholder’s state and common law claims, as well as the claim brought under Section 18(a) of the Securities Exchange Act of 1934, as amended.

Defendants filed their answer to the Sections 10(b) and 20(a) claims on December 16, 2024.

On January 13, 2025, the Court stayed this suit pending the outcome of the Securities Class Action.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Derivative Suit

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The Court granted that request and the action was stayed on February 20, 2024, pending the outcome of our Demand Review Committee’s investigation into the underlying claims.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Given the unpredictability inherent in litigation, the Company cannot predict the outcome of these matters.

The Company is unable to estimate possible losses or ranges of losses that may result from these matters, and therefore it has not accrued any amounts in connection with these matters other than attorneys’ fees incurred to date.

The Company leases facilities and certain equipment under noncancelable operating leases that expire at various dates through February 2031 .

Under the terms of the facilities leases, the Company is required to pay its proportionate share of property taxes, insurance and normal maintenance costs.

In 2015, the Company entered into a master lease agreement giving the Company the ability to lease vehicles under operating leases with initial terms of 36 months from the date of delivery.

In 2018, the lease agreement was terminated and a new master lease agreement was entered into with a new vendor giving the Company the ability to lease vehicles under operating leases with initial terms ranging from 12 to 50 months from the date of delivery .

In 2021, the Company entered into a new master lease agreement giving the Company the ability to lease vehicles under operating leases with initial terms of 60 months from the date of delivery.

The Company leases facilities and certain equipment under noncancelable operating leases with remaining lease terms of 0.9 year to 7.4 years, some of which include options to extend the lease for up to two five-year terms.

The Company leases facilities, vehicles and certain equipment under noncancelable operating leases with remaining lease terms of 0.3 year to 6.4 ye ars, some of which include options to extend the lease for up to two five-year terms.

These optional periods were not considered in the determination of the right-of-use asset or the lease liability as the Company did not consider it reasonably certain that it would exercise such options.

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In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date.

As of December 31, 2023 and 2022, the weighted average remaining lease term was 7.0 years and 7.9 years, respectively, and the weighted average discount rate used to determine the operating lease liability was 4.5 % and 4.4 %, respectively.

As of December 31, 2024 and 2023, the weighted average remaining lease term was 6.1 years and 7.0 years, respectively, and the weighted average discount rate used to determine the operating lease liability was 4.5 % an d 4.5 %, respectively.

In the fourth quarter of 2018, the Company entered into an agreement to lease the 4 th and 5 th floors of corporate office space in San Diego, California with total minimum lease payments of $ 50.4 million over an initial term of 10 years and 9 months .

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Pursuant to the sublease agreement, the Company received the first sublease payment in December 2023.

Selected Quarterly Financial Data (Unaudited)

The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods.

Summarized quarterly data for the years ended December 31, 2023 and 2022 are as follows (in thousands, except per share data):

Fiscal Year 2023 Quarters

Gross profit (1)

Net income (loss)

Basic net income (loss) per share (2)

Diluted net income (loss) per share (2)

Segment Reporting

In accordance with FASB ASC Topic 280, Segment Reporting , m anagement has determined that the Company operates in one business segment which is the development and commercialization of innovative medicines.

All revenues for the years ended December 31, 2024, 2023 and 2022 were generated from customers in the United States.

The Company’s CODM is the CEO who uses the consolidated statement of operations to make decisions about allocating resources and assessing performance for the entire Company.

Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across functions and research and development programs that are in line with the Company’s long-term company-wide strategic goals.

The key areas of focus by CODM for allocation of resources are revenues from each product, as well as operating expenses (cost of goods sold, license fees and royalties, research and development expense, selling, general and administrative expense, and other income or loss).

While the CODM analyzes these categories, the area of focus is period over period fluxes and budget-to-actual variances to determine the right allocation of resources is attributed to the segment in order to ensure profitability is maximized.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fiscal Year 2022 Quarters

Gross profit (1)

Basic and diluted net loss per share (2)

(1) Determined by subtracting cost of product sales from product sales, net.

(2) Basic and diluted net income ( loss) per common share are computed independently for each quarter and the full year based upon respective average shares outstanding.

Therefore, the sum of the quarterly net income (loss) per common share amounts may not equal the annual amounts reported.

The following table illustrates reported segment revenue, segment profit and significant segment expenses (in thousands):

Year Ended December 31,

NUPLAZID net revenue

DAYBUE net revenue

Total revenues

Cost of goods sold

License fees and royalties

Research and development expense:

External research and development

Internal costs (1)

Upfront and milestone payments

Total research and development expense

Selling, general and administrative

Gain on sale of non-financial asset

Interest income, net

Income tax expense

Consolidated net income

(1) Includes personnel expenses and costs allocated to multiple research and development programs, including benefits, information technology, facilities and inventory.

SCHEDULE II – Valuation and Qualifying Accounts

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures