What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 198 added, 158 removed, 1032 unchanged (26% of the section changed)

19 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Acadia Pharmaceuticals Inc.

To the Stockholders and the Board of Directors of Acadia Pharmaceuticals Inc.

Opinion on Internal Control Over Financial Reporting

25 unchanged sentences

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.

• On December 9, 2025 , James Kihara , Senior Vice President, Finance , adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 41,421 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 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.

The duration of the trading arrangement is from March 9, 2026 until March 9, 2027, or earlier if and when all transactions under the trading arrangement are completed .

Registration Rights Agreement

On February 24, 2026, we entered into a registration rights agreement (the “Registration Rights Agreement”) with 667, L.P.

and Baker Brothers Life Sciences, L.P] (the “Baker Entities”), both of which are existing stockholders of our company and are affiliated with our directors, Julian C.

Baker and Stephen R.

The Registration Rights Agreement replaces the registration rights agreement we entered into with the Baker Entities in January 2016 that continued in effect for 10 years.

Under the Registration Rights Agreement, we agreed that, if requested by the Baker Entities, we would register our securities held by the Baker Entities for resale under the Securities Act of 1933, as amended.

Our registration obligations under the Registration Rights Agreement cover all of our securities now held or later acquired by the Baker Entities, will continue in effect for up to 10 years, and include our obligation to facilitate certain underwritten public offerings and block trades of our securities by the Baker Entities in the future.

We and the Baker Entities granted each other customary indemnification rights in connection with our registration obligations.

The Registration Rights Agreement is filed as Exhibit 10.25 to this report and the description of the terms of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

4 unchanged sentences

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.

The Code of Business Conduct and Ethics is available on our website at http://www.acadia.com under the Corporate Governance section of our Investors page.

The Code of Business Conduct and Ethics is available on our website at http://www.acadia.com under the Governance Documents section of our Investors page.

Information contained in our website does not constitute a part of this report or our other filings with the SEC.

We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

We will promptly disclose on our website, as required, (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.

Stockholders may request a free copy of the Code of Business Conduct and Ethics from our compliance department c/o Acadia Pharmaceuticals Inc., 12830 El Camino Real, Suite 400, San Diego, CA 92130.

Executi ve Compensation .

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 this Item will be set forth in the sections headed “Executive Compensation—Compensation Disclosure and Analysis,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” 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.

25 unchanged sentences

Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, filed February 25, 2021).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed September 12, 2013).

Amended and Restated Bylaws of Acadia Pharmaceuticals Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed April 16, 2025).

Form of common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to Registration Statement No.

12 unchanged sentences

Offerings under the 2004 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K, filed February 28, 2017).

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 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).

3 unchanged sentences

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).

Employment Offer Letter, dated November 15, 2024, by and between the Registrant and Thomas Garner (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2025).

Non-Employee Director Compensation Policy, effective April 14, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed May 8, 2025).

Management Severance Benefit Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed December 15, 2015).

12 unchanged sentences

Attachment #7, dated September 30, 2020, to the Master Services Agreement, dated December 15, 2016, by and between Acadia Pharmaceuticals GmbH and Siegfried AG and its affiliates (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly report on Form 10-Q, filed November 4, 2020).

Registration Rights Agreement, dated January 6, 2016, between the Registrant and the investors listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed January 7, 2016).

Registration Rights Agreement, dated February 24, 2026, among the Registrant and the investors listed on Schedule A thereto.

Assignment of Brann Intellectual Property Rights, dated January 29, 1997, by Mark R.

1 unchanged sentence

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

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

(incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2025).

Lease Agreement, effective October 4, 2018, by and between the Registrant and Kilroy Realty, L.P (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2025).

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

16 unchanged sentences

(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.

Commercial Supply Agreement, dated March 1, 2023, by and between the Registrant and Bend Biosciences (formerly known as CoreRx Inc.) as amended by Amendment No.

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).

1 unchanged sentence

(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.

15 unchanged sentences

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).

2024 Inducement Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2025).

Lease and Lease Agreement, dated May 15, 2025, between the Company and 210 Associates Limited Partnership (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2025).

Amendment No.

1 to Lease and Lease Agreement, dated May 15, 2025, between the Company and Boston Properties Limited Partnership (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2025).

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

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed August 7, 2025).

Commercial Supply Agreement, dated February 22, 2018, by and between the Registrant and Catalent Pharma Solutions, LLC, as amended by Amendment No.

1 dated May 1, 2019 and Amendment No.

2 dated May 29, 2020.

Master Commercial Manufacturing Services Agreement, dated December 10, 2025, by and between the Registrant and Halo Pharmaceutical, Inc.

Acadia Pharmaceuticals Inc.

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K, filed February 27, 2025).

List of subsidiaries of the Registrant.

53 unchanged sentences

February 25, 2026

/ S / D ANIEL B.

February 27, 2025

Report of Independent Regist ered Public Accounting Firm

To the Stockholders and the Board of Directors of

Acadia Pharmaceuticals Inc.

To the Stockholders and the Board of Directors of Acadia Pharmaceuticals Inc.

Opinion on the Financial Statements

24 unchanged sentences

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.

Auditing the Medicare Part D sales rebate is complex because of the subjectivity of certain assumptions required to estimate the rebate liabilities and the amounts involved are material to the financial statements taken as a whole.

Auditing the Medicare Part D sales rebate is complex because of certain assumptions required to estimate the rebate liabilities and the amounts involved are material to the financial statements taken as a whole.

In calculating the appropriate accrual amount, the Company considered historical Medicare Part D rebate payments as well as any significant changes in sales trends, the lag in payment timing, an evaluation of the current Medicare Part D laws and interpretations, the percentage of products that are sold via Medicare Part D, and product pricing.

7 unchanged sentences

To test the sales rebate accruals for Medicare Part D, our audit procedures included, among others, understanding and evaluating the significant assumptions and underlying data used in management’s calculations.

Our testing of significant assumptions included a lookback analysis to evaluate the historical accuracy of management’s estimates by comparing actual rebates to previous estimates and performed sensitivity analyses over the subjective assumptions to evaluate the completeness of the reserves.

Our testing of significant assumptions included a lookback analysis to evaluate the historical accuracy of management’s estimates by comparing actual rebates to previous estimates and performed sensitivity analyses over certain assumptions to evaluate the completeness of the reserves.

As a part of our procedures, we evaluated the reasonableness of the Company's assumptions considering recent sales trends and regulatory factors.

17 unchanged sentences

Long-term inventory

Deferred tax assets

Liabilities and stockholders’ equity

12 unchanged sentences

225,000,000 shares authorized at December 31,

166,708,856 shares and 164,650,219 shares issued and outstanding at

December 31, 2024 and 2023, respectively

2025 and 2024;

170,309,376 shares and 166,708,856 shares issued and outstanding

at December 31, 2025 and 2024, respectively

Additional paid-in capital

19 unchanged sentences

Income (loss) before income taxes

Income tax expense

Income tax (benefit) expense

Net income (loss)

8 unchanged sentences

Other comprehensive income (loss):

Unrealized gain/(loss) on investment securities

Unrealized gain on investment securities

Foreign currency translation adjustments

7 unchanged sentences

Net income (loss)

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

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

Stock-based compensation

4 unchanged sentences

Loss on sale of investment securities

Deferred income taxes (including benefit from valuation allowance)

Changes in operating assets and liabilities:

7 unchanged sentences

Long-term liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities

4 unchanged sentences

Net purchases of property and equipment

Intangible assets

Payment of milestone and contingent payments in connection with asset acquisition

Net cash (used in) provided by investing activities

3 unchanged sentences

Effect of exchange rate changes on cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

4 unchanged sentences

Accrued inventory purchases

Stock based compensation capitalized

Accrued milestone and contingent payments in connection with asset acquisition

10 unchanged sentences

Issuance of common stock

pursuant to employee stock

purchase plan

pursuant to employee

stock purchase plan

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balances at December 31, 2023

20 unchanged sentences

Acadia Pharmaceuticals Inc.

(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.

(the Company), based in San Diego, California, is a biopharmaceutical company focused on turning scientific promise into meaningful innovation that makes the difference for underserved neurological and rare disease communities around the world.

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

3 unchanged sentences

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.

In December 2025, the FDA approved DAYBUE ® STIX (trofinetide), a dye- and preservative-free powder formulation, for the treatment of Rett syndrome in adult and pediatric patients 2 years and older.

DAYBUE STIX will be available on a limited basis starting in the first quarter of 2026, with a broader launch planned for the second quarter of 2026.

In December 2025, the Ministry of Health in Israel approved DAYBUE ® (trofinetide) for the treatment of Rett syndrome in adults and pediatric patients 2 years of age and older and weighing at least 9 kg.

Summary of Significant Accounting Policies

9 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands):

Twelve Months Ended

December 31, 2024

Twelve Months Ended

December 31, 2023

Twelve Months Ended December 31,2025

Twelve Months Ended December 31,2024

Beginning of period

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otherwise, such costs are expensed.

Prior to FDA approval of NUPLAZID in April 2016 and DAYBUE and March 2023, all costs related to the manufacturing of NUPLAZID and DAYBUE were charged to research and development expense in the period incurred.

Prior to FDA approval of NUPLAZID in April 2016 and DAYBUE in March 2023, all costs related to the manufacturing of NUPLAZID and DAYBUE were charged to research and development expense in the period incurred.

The Company periodically reviews inventory and reduces the carrying value of items to net realizable value for potentially excess, dated or obsolete inventory based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life.

43 unchanged sentences

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

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.

The Company inc urred $ 31.9 million, $ 21.1 million and $ 9.4 million in advertising costs during the years ended December 31, 2025, 2024 and 2023, respectively and $ 0.9 million and $ 1.3 million of advertising costs were capitalized as prepaid expenses at December 31, 2025 and 2024.

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

Revenue Recognition

1 unchanged sentence

Results of its operations are reported on a consolidated basis for purposes of s egment reporting, consistent with internal management reporting.

Revenues consist of net product sales to customers, all of which are sales in the U.S.

Revenues consist of net product sales to customers, substantially all of which are sales in the U.S.

Revenues by product are as follows (in thousands):

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SPs dispense product to a patient based on the fulfillment of a prescription and SDs sell product to government facilities, long-term care pharmacies, or in-patient hospital pharmacies.

DAYBUE was approved by the FDA in March 2023 and the Company commenced shipments of DAYBUE to a single wholesale distributor in April 2023.

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

DAYBUE was approved by the FDA in March 2023 and the

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company commenced shipments of DAYBUE to a single wholesale distributor in April 2023 in the U.S.

The Company also sells DAYBUE outside of the U.S.

commercially as well as under managed access programs through third party distributors.

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

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.

5 unchanged sentences

Distribution Fees :

Distribution fees include distribution service fees paid to the SPs, SDs and wholesale distributor based on a contractually fixed percentage of the wholesale acquisition cost (WAC), fees for data, and prompt payment discounts.

Distribution fees include distribution service fees paid to the SPs, SDs and wholesale distributors based on a contractually fixed percentage of the wholesale acquisition cost (WAC), fees for data, and prompt payment discounts.

Distribution fees are recorded as an offset to revenue based on contractual terms at the time revenue from the sale is recognized.

8 unchanged sentences

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.

In December 2025, the Company received its first invoices for Medicare inflation cap rebates from CMS for the applicable periods beginning on October 1, 2022 through September 30, 2024, which were higher than expected.

The Company increased its Medicare rebate accruals to reflect actual invoices received and updated expectations.

This unfavorable change in estimate of approximately $ 11.8 million related to the sales from October 1, 2022 to December 31, 2024, which increased its gross-to-net adjustments and reduced its net product sales of NUPLAZID.

Chargebacks :

12 unchanged sentences

In arriving at its estimate for product returns, the Company also considers historical product returns, the underlying product demand, and industry data specific to the specialty pharmaceutical distribution industry.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development Expenses

2 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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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.

The Company has also entered into agreements for the distribution of DAYBUE with third party distributors, and all of the Company’s product sales of DAYBUE and accounts receivable balance at December 31, 2025 are related to these customers.

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

2 unchanged sentences

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

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

2 unchanged sentences

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock-Based Compensation

26 unchanged sentences

The Company recognizes forfeitures as they occur.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

3 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.

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.

10 unchanged sentences

Sales, general and administrative

Segment Reporting

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

9 unchanged sentences

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

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earning (Net Loss) Per Share

2 unchanged sentences

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)

Years Ended December 31,

7 unchanged sentences

would have been anti-dilutive

Recently Issued Accounting Standards

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

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The amendments require disclosure of incremental segment information on an annual and interim basis.

The amendments also require companies with a single reportable segment to provide all disclosures required by this amendment and all existing segment disclosures in Accounting Standards Codification 280, Segment Reporting .

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

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.

2023-09, Income Taxes - Improvements to Income Tax Disclosures .

The amendments require (i) enhanced disclosures in connection with an entity’s effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction.

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 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):

6 unchanged sentences

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.

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)

The following table summarizes the contract maturity of the available-for-sale securities:

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.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2025 and 2024, the Company had 18 and 17 securities, respectively, in an unrealized loss position.

The following table presents gross unrealized losses and fair value for those available-for-sale investments that were in an unrealized loss position as of December 31, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous loss position (in thousands):

The following table presents gross unrealized losses and fair value for those available-for-sale investments that were in an unrealized loss position as of December 31, 2025 and 2024, aggregated by investment category and length of time that individual securities have been in a continuous loss position (in thousands):

Less Than 12 Months

3 unchanged sentences

December 31, 2024

Treasury notes

Government sponsored enterprise securities

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 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.

1 unchanged sentence

Factors considered in determining whether a loss resulted from a credit loss or other factors include the Company’s intent and ability to hold the investment until the recovery of its amortized cost basis, the extent to which the fair value is less than the amortized cost basis, the length of time and extent to which fair value has been less than the cost basis, the financial condition of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any changes to the rating of the security by a rating agency, any adverse legal or regulatory events affecting the issuer or issuer’s industry, any significant deterioration in economic conditions.

The Company does not intend to sell the investment in unrealized loss position and it is unlikely that the Company will be required to sell the investment before the recovery of its amortized cost basis.

As of December 31, 2025, the Company did not have the intention to sell the investments in unrealized loss positions and it is unlikely that the Company will be required to sell the investment before the recovery of its amortized cost basis.

The Company has not historically experienced significant losses on its investments.

Based on its evaluation, the Company determined its year-to-date credit losses related to its available-for-sale securities were immaterial at December 31, 2025 .

7 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

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.

The Company estimated the fair value of the cash awards using a Monte Carlo simulation, which utilizes level 3 inputs such as volatility, probabilities of success, and other inputs that are not observable in active markets.

The cash awards are required to be measured at fair value on a recurring basis each reporting period, with changes in the fair value recognized as compensation cost over the derived service period of the awards.

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, 2025 and 2024.

The Company has not transferred any investment securities between the classification levels.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The recurring fair value measurements of the Company’s cash equivalents, available-for-sale investment securities, and equity securities at December 31, 2025 and 2024 consisted of the following (in thousands):

13 unchanged sentences

Government sponsored enterprise securities

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

Balance as of December 31, 2023

Vesting of awards

Expense forfeited

Change in fair value

Balance as of December 31, 2024

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Balance Sheet Details

4 unchanged sentences

Amount reported as long-term inventory primarily consists of raw materials as of December 31, 2025 and 2024.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

6 unchanged sentences

For the years ended December 31, 2025, 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.

Accrued liabilities consisted of the following (in thousands):

Accrued sales allowances

Accrued contingent payments

Accrued compensation and benefits

1 unchanged sentence

Accrued research and development services

Accrued taxes

Accrued royalties

Current portion of lease liabilities

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accrued taxes

Accrued contingent payments

Stockholders’ Equity

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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.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

At December 31, 2025, there were 234,670 shares available for new grants under the Inducement Plans.

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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

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

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the Company’s stock option activity under all equity plans during the year ended December 31, 2025:

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The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was approximately $ 7.2 million, $ 0.3 million, and $ 7.9 million, respectively, determined as of the date of exercise.

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 Company received approximately $ 44.5 million, $ 1.6 million and $ 20.3 million in cash from options exercised during the years ended December 31, 2025, 2024 and 2023, respectively.

The weighted average per share fair value of options granted during the years ended December 31, 2025, 2024, and 2023 was approximately $ 10.68 , $ 10.42 , and $ 13.25 , respectively.

As of December 31, 2025, total unrecognized compensation cost related to stock options was approximately $ 59.2 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 Unit Activity

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As of December 31, 2025, total unrecognized compensation cost related to RSUs was approximately $ 48.1 million and the weighted average period over which this cost is expected to be recognized is approximately 2.6 years.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Performance Stock Unit Activity

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__________________________________________

(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.

(1) The unvested balance consisted of 158,876 PSUs that vest upon achievement of certain pre-defined company-specific performance-based targets and 641,743 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 2025, 2024 and 2023 was $ 3.1 million and $ 10.2 million, and $ 13.3 million, respectively.

As of December 31, 2025, total unrecognized compensation cost related to PSUs was approximately $ 5.9 million and the weighted average remaining contractual term was 2.0 years.

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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.

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 contribut e up to 60 percent of their pretax earnings, not to exceed amounts allowed under the Code.

The Company makes discretionary contributions to the 401(k) Plan equal to 100 percent of each employee’s pretax contributions up to 5 percent of his or her eligible compensation, subject to limitations under the Code.

The Company’s total contributions to the 401(k) Plan were $ 6.9 mil lion, $ 6.1 million, and $ 5.1 million for the years ended December 31, 2024, 2023, and 2022 , respectively.

The Company’s total contributions to the 401(k) Plan were $ 7.9 million, $ 6.9 mi llion, and $ 6.1 million for the years ended December 31, 2025, 2024, and 2023 , respectively.

Domestic and foreign pre-tax income (loss) is as follows (in thousands):

Years Ended December 31,

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax provision consists of the following (in thousands):

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Total current provision

Deferred provision:

Total deferred provision

Total income tax provision

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.

At December 31, 2025, the Company had federal, state, and foreign net operating losses (NOL) carryforwards of approximately $ 111.4 million, $ 453.0 million, and $ 271.0 million, respectively.

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.

The remaining federal and state NOL carryforwards of $ 115.4 million and $ 1.6 million will carry forward indefinitely.

The Company has federal and state NOL carryforwards of $ 2.4 million and $ 453.0 million that will begin to expire in 2037 and 2026 , respectively, unless utilized.

The remaining federal and state NOL carryforwards of $ 109.0 million and $ 1.6 million, respectively, will carry forward indefinitely.

At December 31, 2025, the Company had federal and state charitable contribution carryforwards of $ 141.0 million which will begin to expire in 2026.

1 unchanged sentence

At December 31, 2025, the Company had state R&D credit carryforwards of approximately $ 1.9 million that will begin to expire in 2026 and $ 22.8 million that have no expiration date.

At December 31, 2024, the Company had foreign NOL carryforwards of $ 145.3 million that will expire in 2025 unless utilized and $ 9.0 million that have no expiration date.

At December 31, 2025, the Company had Switzerland NOL carryforwards of $ 253.9 million, of which, $ 108.0 million will expire in 2026 unless utilized.

At December 31, 2025, the Company had other foreign NOL carryforwards of $ 17.1 million which do not expire.

The Company continues to record the deferred tax assets related to these attributes, subject to valuation allowance, until expiration occurs.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the deferred tax assets are as follows (in thousands):

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Total net deferred tax assets

The Company recognized a valuation allowance of $ 114.6 million and $ 455.0 million as of December 31, 2025 and 2024, respectively, against the net deferred tax assets as realization of such assets is uncertain.

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

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.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of its deferred tax assets.

As of December 31, 2024, management determined none of their deferred tax assets were realizable.

As of December 31, 2025, in part because in the current year the Company achieved three years of cumulative pretax income, management determined that there is sufficient positive evidence to conclude that it is more likely than not that deferred taxes of $ 249.9 million are realizable.

Accordingly, the valuation allowance was reduced by $ 340.4 million.

The amount of the deferred tax asset considered realizable could be further adjusted if estimates of the 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.

The Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures on a prospective basis.

As a result, the rate reconciliation for 2025 is presented in accordance with the new disclosure requirements, while the reconciliation for 2024 and 2023 continues to be presented under disclosure requirements in effect for those periods.

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):

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

Year Ended December 31, 2025

federal statutory tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Foreign rate differential

Change in valuation allowance

Other foreign jurisdictions

Effects of cross-border tax laws

Federal R&D tax credits

Change in valuation allowance

Non-deductible items

Stock compensation

IP R&D write-off

Changes in unrecognized tax benefits

Other adjustments

Income tax expense (benefit)

__________________________________________

(1) During the year ended December 31, 2025, state taxes in Tennessee and Kentucky comprised greater than 50 % of the tax effect in this category.

Below is a rate 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,

11 unchanged sentences

Income tax expense

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax years 2003 – 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject.

1 unchanged sentence

The Company recorded an uncertain tax position reserve of $ 3.2 million, $ 1.3 million and $ 18.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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.

Due to the partial valuation allowance recorded against the Company ’ s deferred tax assets, approximately $ 39.4 million and $ 8.7 million of the total unrecognized tax benefits as of December 31, 2025 and 2024, respectively, would reduce the annual effective tax rate if recognized.

The Company ’s practice is to recognize interest and/or penalties related to uncertain income tax positions in income tax expense.

8 unchanged sentences

Balance at end of period

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company asserts that any foreign earnings will be indefinitely reinvested, and accordingly, the Company has not recorded a liability for taxes associated with these undistributed earnings.

If the Company determines that all or a portion of such foreign earnings are no longer indefinitely reinvested, the Company may be subject to additional foreign withholding taxes and U.S.

state income taxes.

Years Ended December 31, 2025

Income Taxes Paid (Net of Refunds)

US state and local

Total income taxes paid (net of refunds)

Commitments and Contingencies

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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, 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.

As of December 31, 2025, the Company may be required to make milestone payments up to $ 3.5 billion in the aggregate for candidates in its pipeline.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

1 unchanged sentence

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 and 2022 was $ 5.1 million and $ 3.5 million, respectively .

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

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

No gains were recorded for the years ended December 31, 2025 and 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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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.

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.

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

For the SYNGAP1 program, the two companies will jointly share global research, development and commercialization responsibilities and share 50/50 in all worldwide costs and future profits.

In addition, Stoke is eligible to receive potential development, regulatory, first commercial sales and sales milestones.

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 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.

The MECP2 program and the undisclosed neurodevelopmental program were ended by the Company.

Under the terms of the agreement, the Company paid Stoke a $ 60.0 million upfront payment which was accounted for as an asset acquisition and was expensed to research and development in the first quarter of 2022 as there is no alternative use for the asset.

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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 license agreement was accounted for as an asset acquisition and the upfront cash payment of $ 28.0 million

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

14 unchanged sentences

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

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.

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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.

On June 9, 2025, the Federal Circuit issued a decision affirming the final judgement of the District Court in the Company’s favor.

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

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.

Post-trial briefing was completed on February 12, 2025.

On June 9, 2025, the District Court issued a final judgement the Company’s favor that Aurobindo’s ANDA infringes the asserted NUPLAZID patent and that the defendants failed to demonstrate such patent is invalid.

On June 16, 2025, MSN and Aurobindo filed a Notice of Appeal to the United States Court of Appeals for the Federal Circuit from the final judgment entered on June 9, 2025.

Briefing was completed on December 19, 2025.

An oral argument has not been scheduled as yet.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

The case is scheduled for trial commencing November 2, 2026.

Securities Class Action

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21-cv-0762) in the U.S.

District Court for the Southern District of California against the Company and certain of the Company’s current executive officers.

District Court for the Southern District of California against the Company and certain of the Company’s then-current executive officers.

On September 29, 2021, the Court issued an order designating lead plaintiff and lead counsel.

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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.

The parties concluded discovery on September 24, 2025.

The parties submitted pretrial motions on November 12, 2025 and briefing for these motions will be complete on February 25, 2026.

The Court has scheduled a pretrial motions hearing for April 10, 2026.

Remaining pretrial deadlines will be determined pending the Court’s rulings on the parties’ pretrial motions.

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.

Acadia Pharmaceuticals, Inc., Case No.

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

6 unchanged sentences

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.

The stay was briefly lifted on September 5, 2025 but reinstated on October 17, 2025 and remains in place.

On January 15, 2026, the parties informed the Court that they had reached a settlement in principle regarding the derivative claims.

Pursuant to the proposed settlement, which is still subject to Court approval, defendants agreed to certain governance reforms and agreed to an award of $ 1.5 million in attorneys’ fees to be paid by the Company’s insurance carrier.

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.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company leases facilities, vehicles and certain equipment under noncancelable operating leases with remaining lease terms of 0.1 year to 5.4 ye ars, some of which include options to extend the lease for up to two five-year terms.

17 unchanged sentences

Total operating lease liabilities

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Maturities of lease liabilities were as follows (in thousands):

6 unchanged sentences

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, 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.

As of December 31, 2025 and 2024, the weighted average remaining lease term was 5.2 y ears and 6.1 years, respectively, and the weighted average discount rate used to determine the operating lease liability was 4.8 % an d 4.5 %, respectively.

ACADIA PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 .

7 unchanged sentences

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

In May 2025, the Company entered into an agreement to lease the 2 nd and a portion of the 3 rd floors of corporate office space in Princeton, New Jersey (the New Princeton Lease) with total minimum lease payments of $ 24.5 million over an initial term of 12 years and 2 months .

As of December 31, 2025, the New Princeton Lease had not yet commenced.

This operating lease is expected to commence in the second quarter of 2026 , but may commence earlier if the lessor makes the space available for use earlier than anticipated.

In connection with this New Princeton Lease agreement, the Company established a letter of credit f or $ 0.6 m illion, which has automatic annual extensions and is fully secured by restricted cash.

The current Princeton office lease will terminate five days after the commencement of the New Princeton Lease.

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.

Substantially a ll revenues for the years ended December 31, 2025, 2024, and 2023 were generated from customers in North America.

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.

33 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