What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 492 added, 464 removed, 1271 unchanged (43% of the section changed)

12 unchanged sentences

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or

procedures may deteriorate.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

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Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of our internal control over financial reporting.

As permitted by SEC guidance, management may omit an assessment of a newly acquired operation’s internal control over financial reporting for up to one year from the date of acquisition.

Accordingly, we excluded the portion of Ironshore’s operations that represented approximately 8.5% of total operating expenses for the year ended December 31, 2024 from management’s assessment of internal control over financial reporting.

Based on our evaluation, and subject to the exclusion above, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by our independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Ironshore Therapeutics Inc., which was acquired on September 3, 2024, and whose financial statements constitute 8.5% of the consolidated operating expenses for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Ironshore Therapeutics Inc.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Other Information

Insider Trading Arrangements

During the three months ended December 31, 2024, none of our directors or officers adopted, amended , or terminated a “Rule 10 b5-1 trading arrangement” or “non-Rule 10 b5- 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

Rule 10b5-1 Trading Plans

The following table shows the “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408(a) of Regulation S-K) adopted , amended, or terminated by our directors and officers during the three months ended December 31, 2025:

Trading Arrangement

Name Title Action Effective Date Rule 10b5-1 Non-Rule 10b5-1 Scheduled Expiration Date of Trading Plan (1)

Maximum Shares Subject to Trading Plan

David Dieter Executive Vice President, General Counsel and Corporate Secretary Adoption December 8, 2025 X March 31, 2026 28,683

Colleen Tupper Executive Vice President and Chief Financial Officer Adoption November 17, 2025 X October 30, 2026 55,175

( 1) A trading arrangement may expire on an earlier date if all contemplated transactions are completed before such trading arrangement’s expiration date, upon termination by broker or the holder of the trading arrangement, or as otherwise provided in the trading arrangement.

Each Rule 10b5-1 trading arrangement described above was adopted in compliance with Rule 10b5-1(c) under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Director s, Executive Officers, and Corporate Governance

Directors, Executive Officers, and Corporate Governance

Other than the information regarding our executive officers provided in Part I of this report under the heading “ Business — Our Executive Officers ,” the information required to be furnished pursuant to this item is incorporated herein by reference to our definitive proxy statement for the 2026 Annual Meeting of the Shareholders.

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The information required by this Item 13 is incorporated herein by reference from our definitive proxy statement for the 2026 Annual Meeting of Shareholders under the captions “Certain Relationships and Related Party Transactions” and “Election of Directors – Director Independence.”

Principa l Accountant Fees and Services

Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference from our definitive proxy statement for the 2026 Annual Meeting of Shareholders under the captions “Ratification of Appointment of Independent Registered Public Accounting Firm - Independent Registered Public Accountants’ Fees” and “Ratification of Appointment of Independent Registered Public Accounting Firm – Pre-Approval Policies and Procedures.”

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All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description

2.1 † Agreement and Plan of Merger, dated as of February 14, 2022, by and among Collegium Pharmaceutical, Inc., Bristol Acquisition Company, Inc.

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10.3 +† Performance Bonus Plan.

Amended and Restated 2014 Stock Incentive Plan.

Form of Incentive Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan.

Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan.

Form of Restricted Stock Unit Agreement under the Amended and Restated 2014 Stock Incentive Plan.

Form of Performance Share Unit Agreement under the Amended and Restated 2014 Stock Incentive Plan.

10.4(a) +† 2 025 Equity Incentive Plan

10.4(b) +† Form of Incentive Stock Option Award Agreement under the 2025 Equity Incentive Plan.

10.4(c) +† Form of Non-Qualified Stock Option Agreement under the 2025 Equity Incentive Plan.

10.4(d) +† Form of Restricted Stock Unit Award Agreement under the 2025 Equity Incentive Plan.

10.4(e) +† Form of Performance-Based Restricted Stock Unit Award Agreement under the 2025 Equity Incentive Plan.

10.5 † Form of Indemnification Agreement.

Amended & Restated Employment Agreement, dated December 27, 2020, by and between Shirley Kuhlmann and Collegium Pharmaceutical, Inc.

10.6 +† Amended & Restated Employment Agreement, dated December 27, 2020, by and between Collegium Pharmaceutical, Inc.

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10.10 +† Employment Agreement, dated May 24, 2021, by and between Colleen Tupper and Collegium Pharmaceutical, Inc.

Second Amended and Restated Loan Agreement by and among Collegium Pharmaceutical Inc., its subsidiaries party thereto;

BioPharma Credit PLC, as collateral agent and lender;

BPCR Limited Partnership, and BioPharma Credit Investments V (Master) LP, as lender, dated as of July 28,2024.

Separation Agreement, by and between Collegium Pharmaceutical Inc.and Joseph Ciaffoni, dated May 24, 2024.

10.11 * Credit Agreement, dated December 23, 2025, by and among Collegium Pharmaceutical, Inc., the lenders from time to time party thereto and Truist Bank, as administrative agent.

10.12 †* Authorized Generic Agreement by and between Collegium Pharmaceutical Inc.and Hikma Pharmaceuticals USA Inc., dated April 26, 2024.

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10.15 +† Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc.

and Shirley Kuhlmann.

Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc.

and Scott Dreyer.

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and Vikram Karnani.

10.18 +† Employment Agreement, dated March 4, 2025, by and between David Dieter and Collegium Pharmaceutical, Inc.

19 † Insider Trading Policy

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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________________________________________________

† Previously filed.

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(11) Previously filed as an exhibit to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024.

(12) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 8, 2019.

(12) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on December 30, 2020.

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(17) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC May 10, 2022.

(18) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC May 8, 2025.

(19) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on May 19, 2025.

(20) Previously filed as an exhibit to the registrant’s Registration Statement on Form S-8 (File No.

333-287838) filed with the SEC on June 6, 2025.

(21) Previously filed as an exhibit to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.

Form 10-K Summary

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Chief Executive Officer

/s/ Vikram Karnani

President and Chief Executive Officer (Principal Executive Officer) and Director

February 27, 2025

Signature Title Date

/s/ Vikram Karnani President and Chief Executive Officer (Principal Executive Officer) and Director February 26, 2026

Vikram Karnani

/s/ Colleen Tupper

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

February 27, 2025

/s/ Colleen Tupper Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2026

Colleen Tupper

/s/ Michael T.

Heffernan, R.Ph.

Chairman of the Board

February 27, 2025

Heffernan, R.Ph.

/s/ Gino Santini Chairman of the Board February 26, 2026

/s/ Rita Balice-Gordon, Ph.D.

February 27, 2025

Director February 26, 2026

Rita Balice-Gordon, Ph.D.

February 27, 2025

/s/ Gwen Melincoff

February 27, 2025

Bohlin Director February 26, 2026

Director February 26, 2026

/s/ Nancy Lurker Director February 26, 2026

/s/ Gwen Melincoff Director February 26, 2026

Gwen Melincoff

/s/ Gino Santini

February 27, 2025

/s/ Nancy Lurker

February 27, 2025

/s/ Carlos Paya Director February 26, 2026

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

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Index to Consolidated Financial Statements

Audited Consolidated Financial Statements

Audited Consolidated Financial Statements Pages

Report of Independent Registered Public Accounting Firm ( PCAOB ID 34 )

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Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023

Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 202 5 , 202 4 , and 202 3

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We have audited the accompanying consolidated balance sheets of Collegium Pharmaceutical, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Product Return Liability– Refer to Note 3 to the Financial Statements

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At the end of each reporting period, the Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration should be constrained).

Variable consideration, including the risk of customer concessions, is included in

the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved.

The Company updates the measurement of the returns and the refund liability (the “return provision”) at the end of each reporting period for changes in expectations about the amount of refunds with the corresponding adjustments recognized as revenue (or reductions of revenue).

Estimating the return provision requires significant judgment by management.

Variable consideration, including the risk of customer concessions, is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when

the uncertainty is subsequently resolved.

The Company updates the measurement of the returns and the refund liability (the “return provision”) at the end of each reporting period for changes in expectations about the amount of returns and refunds with the corresponding adjustments recognized as revenue (or reductions of revenue).

Estimating the variable consideration and return provision requires significant judgment by management.

Given the complexity and significant level of estimation uncertainty involved in calculating the return provision, our audit procedures in this area required a high degree of auditor judgment and an increased extent of effort.

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• We developed independent estimates of the return provision using historical sales and returns activity, product dating and expiration dates, and other information.

Business Combinations - Refer to Note 4 to the financial statements

Critical Audit Matter Description

During the year ended December 31, 2024, the Company acquired Ironshore Therapeutics Inc.

(“Ironshore”) for total consideration of $309.9 million.

The assets acquired and liabilities assumed were recorded based on their fair value, including an intangible asset and a deferred royalty obligation of $635.0 million and $116.9 million, respectively.

Management estimated the fair value of the asset and liability using valuation techniques, including income-based models, which required the use of significant estimates and assumptions related to future cash flows and the selection of appropriate discount rates.

We identified the valuation of the intangible asset and deferred royalty obligation as a critical audit matter.

Given that the determination of the fair value requires significant estimates and assumptions by management, performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the estimated future cash flows and the selection of the discount rates for the intangible asset and deferred royalty obligation included the following, among others:

● We tested the effectiveness of controls over the valuation of the intangible asset and deferred royalty obligation, including management's controls over the underlying revenue forecasts, future profit margins, and selection of the discount rates.

● We assessed the reasonableness of management's revenue and profit margin forecasts underlying the forecasted cash flows by performing the following:

o We compared the forecasts to historical results of the acquired business.

o We compared the forecasts to internal forecasts and other information obtained while performing the audit.

o We performed a sensitivity analysis to determine the impact of the assumptions under different scenarios.

o We compared the revenue growth rates to available external information.

● With the assistance of our fair value specialists, we performed the following:

o We evaluated the reasonableness of the valuation methodologies selected and the mathematical accuracy of the calculations.

o We tested the source information underlying the determination of the discount rates, tested the mathematical accuracy of the calculations and compared those to the amounts selected by management.

/s/ Deloitte & Touche LLP

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COLLEGIUM PHARMACEUTICAL, INC.

CONSOLIDATED BALANCE SHEET S

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

2025 December 31,

Current assets

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Accounts receivable, net 211,328 228,540

Inventory 40,912 35,560

Prepaid expenses and other current assets 32,642 30,394

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Property and equipment, net 12,013 14,329

Operating lease assets

Operating lease right-of-use assets 4,187 5,822

Intangible assets, net 669,510 891,402

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Other noncurrent assets 20,193 8,368

Goodwill 145,925 162,333

Total assets $ 1,656,834 $ 1,663,591

Liabilities and shareholders' equity

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Business combination consideration payable 17,565 28,956

Deferred revenue 667 —

Total current liabilities 440,028 509,510

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Deferred royalty obligation 121,563 120,613

Deferred revenue

Deferred revenue, net of current portion 9,111 10,000

Contingent consideration — 1,182

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9,028,722 shares as of December 31, 2025 and 8,206,594 shares as of December 31, 2024

( 222,510 ) ( 197,505 )

Accumulated other comprehensive income 319 55

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COLLEGIUM PHARMACEUTICAL, INC.

CONSOLIDATED STATEMENTS OF OPERATION S

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

Years Ended December 31,

2025 2024 2023

Product revenues, net $ 780,567 $ 631,449 $ 566,767

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Cost of product revenues (excluding intangible asset amortization) 95,418 88,801 94,838

Intangible asset amortization and impairment

Total cost of products revenues

Intangible asset amortization 221,892 165,304 145,760

Total cost of product revenues 317,310 254,105 240,598

Gross profit 463,257 377,344 326,169

Operating expenses

Research and development

Selling, general and administrative 284,803 210,363 159,208

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Loss on extinguishment of debt ( 15,994 ) ( 11,329 ) ( 23,504 )

Income (loss) before income taxes

Provision for (benefit from) income taxes

Net income (loss)

Earnings (loss) per share — basic

Income before income taxes 92,619 98,568 75,733

Provision for income taxes 29,749 29,378 27,578

Net income $ 62,870 $ 69,190 $ 48,155

Earnings per share — basic $ 1.98 $ 2.14 $ 1.43

Weighted-average shares — basic 31,706,429 32,273,850 33,741,213

Earnings (loss) per share — diluted

Earnings per share — diluted $ 1.73 $ 1.86 $ 1.29

Weighted-average shares — diluted 39,701,693 40,424,180 41,788,125

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COLLEGIUM PHARMACEUTICAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Years Ended December 31,

Net income (loss)

2025 2024 2023

Net income $ 62,870 $ 69,190 $ 48,155

Other comprehensive income:

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Total other comprehensive income 264 41 14

Comprehensive income (loss)

Comprehensive income $ 63,134 $ 69,231 $ 48,169

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

COLLEGIUM PHARMACEUTICAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUIT Y

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share data)

Accumulated Other

Treasury Stock

Common Stock Additional

Capital Treasury Stock Accumulated

Deficit Accumulated Other

Comprehensive

Shareholders’

Shares Amount Shares Amount

Balance as of December 31, 2022 37,084,759 $ 37 $ 538,073 ( 3,235,823 ) $ ( 61,924 ) $ ( 281,344 ) $ — $ 194,842

( 2,150,717 )

Exercise of common stock options 498,008 — 8,641 — — — — 8,641

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Share repurchases — — — ( 3,088,069 ) ( 75,457 ) — — ( 75,457 )

( 1,085,106 )

Exercise of warrant — — 27,136 — — — — 27,136

Stock-based compensation — — — — — — 14 14

Net loss — — — — — 48,155 — 48,155

Balance as of December 31, 2023 38,192,441 38 565,949 ( 6,323,892 ) ( 137,381 ) ( 233,189 ) 14 195,431

( 3,235,823 )

Exercise of common stock options 502,688 1 10,245 — — — — 10,246

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Share repurchases — — — ( 1,882,702 ) ( 60,124 ) — — ( 60,124 )

( 3,088,069 )

Stock-based compensation — — 32,400 — — — — 32,400

Other comprehensive income, net of tax — — — — — — 41 41

Net income — — — — — 69,190 — 69,190

Balance as of December 31, 2024 39,646,749 40 590,251 ( 8,206,594 ) ( 197,505 ) ( 163,999 ) 55 228,842

( 6,323,892 )

Exercise of common stock options 244,245 — 4,280 — — — — 4,280

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Share repurchases — — — ( 822,128 ) ( 25,005 ) — — ( 25,005 )

( 1,882,702 )

Stock-based compensation — — 41,906 — — — — 41,906

Other comprehensive income, net of tax — — — — — — 264 264

Net income — — — — — 62,870 — 62,870

Balance as of December 31, 2025 40,736,330 $ 41 $ 624,954 ( 9,028,722 ) $ ( 222,510 ) $ ( 101,129 ) $ 319 $ 301,675

( 8,206,594 )

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

COLLEGIUM PHARMACEUTICAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW S

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Years Ended December 31,

2025 2024 2023

Operating activities

Net income (loss)

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

Amortization and impairment expense

Net income $ 62,870 $ 69,190 $ 48,155

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization expense 221,892 165,304 145,760

Depreciation expense 4,182 3,856 3,496

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Stock-based compensation expense 41,906 32,400 27,136

Non-cash lease (benefit) expense

Non-cash lease expense (benefit) 339 ( 94 ) ( 280 )

Loss on extinguishment of debt 15,994 11,329 23,504

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Accounts receivable 17,204 ( 4,414 ) 3,594

Inventory ( 5,353 ) 13,927 14,169

Prepaid expenses and other assets ( 7,968 ) ( 14,070 ) 1,439

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Operating lease assets and liabilities 25 — —

Deferred revenue ( 222 ) — —

Net cash provided by operating activities 329,323 204,980 274,749

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Acquisition of Ironshore (net of cash acquired) — ( 267,538 ) —

Acquisition of BDSI (net of cash acquired)

Purchases of property and equipment ( 1,740 ) ( 1,652 ) ( 461 )

Purchases of marketable securities ( 126,968 ) ( 111,171 ) ( 92,351 )

Maturities of marketable securities

Maturities and sales of marketable securities 65,176 92,602 22,000

Net cash used in investing activities ( 63,532 ) ( 287,759 ) ( 70,812 )

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Repurchases of common stock ( 25,104 ) ( 60,025 ) ( 75,000 )

Repayment of term notes

Proceeds from term note modification, net of fees paid to lender of $ 11,825

Proceeds from issuances of 2029 convertible notes, net of issuance costs of $ 6,280

Repayment of term loans, including debt extinguishment costs ( 635,558 ) ( 107,813 ) ( 162,500 )

Proceeds from issuance of 2025 Credit Facility, net of debt discounts and issuance costs 565,175 — —

Payments made for deferred purchase price for acquisition ( 7,555 ) — —

Proceeds from term note modification, net of fees paid to lender — 313,175 —

Proceeds from issuances of 2029 Convertible Notes, net of issuance costs — — 235,220

Repurchase of 2026 Convertible Notes, including premium — — ( 138,638 )

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Repayment of assumed debt from Ironshore Acquisition — ( 164,598 ) —

Net cash (used in) provided by financing activities

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

Net cash used in financing activities ( 110,245 ) ( 60,603 ) ( 140,178 )

Net increase (decrease) in cash, cash equivalents and restricted cash 155,546 ( 143,382 ) 63,759

Cash, cash equivalents and restricted cash at beginning of year 96,612 239,994 176,235

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Acquisition of property and equipment in accounts payable and accrued liabilities $ 319 $ 185 $ 176

Note issuance costs in accounts payable and accrued expenses $ 271 $ — $ —

Excise tax on share repurchases in accrued liabilities $ — $ 99 $ 457

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The Company’s mission is to build a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions.

The Company’s product portfolio includes Jornay PM (“Jornay”), Belbuca, Xtampza ER, Nucynta ER and Nucynta IR (collectively the “Nucynta Products”), and Symproic.

The Company’s product portfolio includes Jornay PM, Belbuca, Xtampza ER, Nucynta ER and Nucynta IR (collectively the “Nucynta Products”), and Symproic.

On September 3, 2024, (the “Acquisition Date”), the Company closed its acquisition of Ironshore Therapeutics Inc.

(“Ironshore”) (the “Ironshore Acquisition” or “Merger”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), with Ironshore surviving the Merger as a wholly owned subsidiary of the Company.

Ironshore had developed and obtained commercial approval to market Jornay in the United States.

Upon closing the Ironshore Acquisition, the Company acquired the Jornay product.

On March 22, 2022, the Company acquired BioDelivery Sciences International, Inc.

(“BDSI”), a specialty pharmaceutical company working to deliver innovative therapies for individuals living with serious and debilitating chronic conditions (the “BDSI Acquisition”).

Upon closing the BDSI Acquisition, the Company acquired the Belbuca and Symproic products.

Ironshore had developed and obtained commercial approval to market Jornay PM in the United States.

Upon closing the Ironshore Acquisition, the Company acquired the Jornay PM product.

The Company’s operations are subject to certain risks and uncertainties.

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The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances.

The Company evaluates its estimates and

assumptions on an ongoing basis.

The Company evaluates its estimates and assumptions on an ongoing basis.

The Company’s actual results may differ from these estimates under different assumptions or conditions.

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The following table presents the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument as of December 31, 2025 and 2024.

Quoted Prices

Total Quoted Prices

(Level 1) Significant

(Level 2) Significant

December 31, 2025

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Money market funds $ 119,363 $ 119,363 $ — $ —

Commercial paper

Marketable securities:

Corporate debt securities 140,261 — 140,261 —

Treasury Securities 2,959 — 2,959 —

Government-sponsored securities 5,000 — 5,000 —

1 unchanged sentence

Total assets measured at fair value $ 274,790 $ 119,363 $ 155,427 $ —

Contingent consideration

Total liabilities measured at fair value

December 31, 2024

1 unchanged sentence

Money market funds $ 36,153 $ 36,153 $ — $ —

Treasury securities

Commercial paper 1,993 — 1,993 —

Marketable securities:

Corporate debt securities 82,679 — 82,679 —

Treasury securities

Government-sponsored securities 6,560 — 6,560 —

Commercial paper 2,959 — 2,959 —

Total assets measured at fair value $ 130,344 $ 36,153 $ 94,191 $ —

The Company’s cash equivalents, which consist of money market funds, are measured at fair value on a recurring basis using quoted market prices.

Accordingly, these securities are categorized as Level 1.

Contingent consideration 1,182 — — 1,182

Total liabilities measured at fair value $ 1,182 $ — $ — $ 1,182

Contingent Consideration

The Company’s contingent consideration liability is related to the Ironshore Acquisition in 2024.

The Ironshore Acquisition includes a contingent payment of $ 25,000 related to the achievement of a financial milestone based on net revenues of Jornay for the year ended December 31, 2025.

The Ironshore Acquisition included a contingent payment of $ 25,000 related to the achievement of a financial milestone based on net revenues of Jornay PM for the year ended December 31, 2025.

The financial milestone was not met and no liability was recorded as of December 31, 2025.

The contingent consideration liability is measured at fair value using an option pricing model.

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Balance as of December 31, 2024 $ 1,182

Gain on fair value remeasurement of contingent consideration ( 1,182 )

Balance as of December 31, 2025 $ —

Assets and Liabilities Not Carried at Fair Value

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The Company’s convertible senior notes fall into the Level 2 category within the fair value level hierarchy.

The fair value was determined based on data points other than quoted prices that are observable, either directly or indirectly, such as broker quotes in a non-active market.

As of December 31, 2024, the fair value of the Company’s 2.875 % convertible senior notes due in 2029 was $ 266,184 and the net carrying value was $ 237,172 .

As of December 31, 2023, the fair value of the Company’s 2.875 % convertible senior notes due in 2029 was $ 249,803 and the net carrying value was $ 236,133 .

During the year ended December 31, 2024, the Company fully redeemed its 2.625 % convertible senior notes due in 2026 and thus none of these notes were outstanding as of December 31, 2024.

As of December 31, 2023, the fair value of the Company’s 2.625 % convertible senior notes due in 2026 was $ 25,033 and the net carrying value was $ 25,992 .

The fair value was determined based on data points using quoted prices that are observable, either directly or indirectly, such as broker quotes in a non-active market.

As of December 31, 2025, the fair value of the Company’s convertible senior notes was $ 340,968 and the net carrying value was $ 238,213 .

As of December 31, 2024, the fair value of the Company’s convertible senior notes was approximately $ 266,184 and the net carrying value was $ 237,172 .

Term Notes Payable

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Refer to Note 15, Deferred Royalty Obligation , for more information.

The deferred royalty obligation is not carried at fair value.

As of December 31, 2025, the fair value of the deferred royalty obligation was approximately $ 137,634 and the net carrying value was $ 121,563 .

As of December 31, 2024, the carrying amount of the deferred royalty obligation reasonably approximated the estimated fair value.

The deferred royalty obligation is considered a level 3 fair value measurement.

The fair value of the Company’s deferred royalty obligation approximates the carrying value as of December 31, 2024.

Other Assets and Liabilities

As of December 31, 2024, and 2023, the carrying amounts of the cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and accrued rebates, returns and discounts, approximated the estimated fair values.

As of December 31, 2025, and 2024, the carrying amounts of the cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities, and accrued rebates, returns and discounts, approximated the estimated fair values.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist primarily of cash and cash equivalents, marketable securities, and accounts receivable.

The Company maintains its cash deposits primarily with one reputable and nationally recognized financial institution.

In addition, as of December 31, 2024, the Company’s cash equivalents were invested in money market funds and commercial paper.

The Company has not experienced any material losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the financial institutions in which those deposits are held and the nature of the assets in the money market funds.

Three customers comprised 10% or more of the Company’s accounts receivable balance as of December 31, 2024.

The Company maintains its cash deposits with a limited number of reputable and nationally recognized financial institutions.

In addition, as of December 31, 2025, the Company’s cash equivalents were invested in money market funds.

Three customers comprised 10% or more of the Company’s accounts receivable balance as of December 31, 2025 and 2024.

These customers comprised 35 %, 32 %, and 29 % of the accounts receivable balance as of December 31, 2025 and 37 %, 33 %, and 28 % as of December 31, 2024.

The same customers comprised 10% or more of the Company’s revenue during the year ended December 31, 2024.

These customers comprised 33 %, 33 %, and 31 % of revenue during the year ended December 31, 2024;

These same three customers comprised 34 %, 34 %, and 29 % of revenue during the year ended December 31, 2025;

33 %, 33 %, and 31 % during the year ended December 31, 2024;

and 33 %, 32 %, and 32 % during the year ended December 31, 2023.

To date, the Company has not experienced any credit losses with respect to the collection of its accounts receivable and has not recorded an allowance for credit losses as of December 31, 2024 or 2023.

To date, the Company has not experienced any material credit losses with respect to the collection of its accounts receivable and has not recorded a material allowance for credit losses as of December 31, 2025 or 2024.

The Company has no financial instruments with off balance sheet risk of loss.

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Restricted cash is reported as non-current unless the restrictions are expected to be released in the next twelve months.

Restricted cash as of December 31, 2024 includes $ 25,000 of deposits into escrow at the closing of the Ironshore Acquisition, to be released (i) in part, after, and subject to, determination of any adjustments related to finalization of working capital and cash at closing;

Restricted cash as of December 31, 2025 and 2024 includes $ 19,850 and $ 25,000 , respectively, of deposits into escrow at the closing of the Ironshore Acquisition, to be released (i) in part, after, and subject to, determination of any adjustments related to finalization of working capital and cash at closing;

and (ii) in part, and subject to, the lapse of certain indemnification obligations 12 months from the Acquisition Date.

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The Company classifies available-for-sale marketable securities as current assets on its consolidated balance sheets.

The fair value of these securities is based on quoted prices for identical assets or inputs other than quoted prices that are observable for similar assets, either directly or indirectly.

The Company records interest earned and net amortization of premiums and discounts on investments within interest income on its consolidated statements of operations.

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The acquisition method of accounting requires the recognition of assets acquired and liabilities assumed at their acquisition date fair values.

Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed.

The determination of the fair value requires the estimation of fair values based on non-observable inputs that are included in valuation models.

The determination of the fair value may require the estimation of fair values based on non-observable inputs that are included in valuation models.

An income approach, which generally relies upon projected cash flow models, is used in estimating the fair value of the acquired intangible assets and the deferred royalty obligation.

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If the carrying amount of the Company’s reporting unit exceeds its fair value, the Company would recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value, up to the amount of goodwill allocated to that reporting unit.

The Company performed a qualitative assessment during the annual impairment review as of October 1, 2024 and concluded that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount.

Intangible Assets

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Intangible assets are then amortized over their estimated useful lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized.

The Company tests intangible assets for potential impairment whenever triggering events or circumstances present an indication of impairment.

The Company tests intangible assets for

potential impairment whenever triggering events or circumstances present an indication of impairment.

If the sum of expected undiscounted future cash flows of the intangible assets is less than the carrying amount of such assets, the intangible assets would be written down to the estimated fair value, calculated based on the present value of expected future cash flows.

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Property and equipment are depreciated when placed into service using the straight-line method based on their estimated useful lives as follows:

Asset Category

Estimated Useful Life

Computers and office equipment

Laboratory equipment

Furniture and fixtures

Manufacturing equipment

Leasehold improvements

Lesser of remaining lease term and estimated useful life

Asset Category Estimated Useful Life

Computers and office equipment 3 - 5 years

Laboratory equipment 5 years

Furniture and fixtures 7 years

Manufacturing equipment 5 - 13 years

Leasehold improvements Lesser of remaining lease term and estimated useful life

Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service.

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The Company records lease assets and liabilities for lease arrangements exceeding a 12-month initial term.

For operating leases, the Company records an initial lease liability equal to the present value of minimum lease payments to be made over the lease term discounted using the Company’s incremental borrowing rate and a corresponding lease asset adjusted for incentives received and indirect costs.

The Company records operating lease rent expense in the statements of operations over the lease term.

For operating leases, the Company records an initial lease liability equal to the present value of minimum lease payments to be made over the lease term discounted using the Company’s incremental borrowing rate and a corresponding lease right-to-use asset is recognized adjusted for incentives received and indirect costs.

The Company records operating lease rent expense on a straight-line basis over the lease term in the statements of operations.

Variable lease costs are not included in the measurement of the operating lease liability and are recognized in the period in which they are incurred.

Leases with an initial term of 12 months or less, or short-term leases, are not recorded on the Company’s consolidated balance sheets.

Short-term lease expense is recognized on a straight-line basis over the lease term.

The Company does not have any financing lease arrangements.

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The Company’s deferred royalty obligation liability is a debt obligation of Ironshore that was assumed as part of the Ironshore Acquisition.

The deferred royalty obligation relates to royalty payments on revenue of Jornay that are paid to debtholders in exchange for preacquisition funding provided to Ironshore by the debtholders.

The deferred royalty obligation relates to royalty payments on revenue of Jornay PM that are paid to former Ironshore debtholders in exchange for preacquisition funding provided to Ironshore.

The Company accretes the deferred royalty obligation to the estimated future royalty payments over the life of the agreement and records the accretion as interest expense using the effective interest rate.

The carrying value of the obligation decreases for royalty payments made based upon the actual Jornay revenue and related royalty payments.

The carrying value of the obligation decreases for royalty payments made based upon the actual Jornay PM revenue and related royalty payments.

The effective interest rate is calculated based on current estimates of future royalty payments over the life of the agreement.

To the extent estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is materially different than previous estimates, the Company accounts for any such changes by adjusting the effective interest rate on a prospective basis, which will adjust future interest expense.

To the extent estimates of future royalty payments are greater or less than previous estimates or the estimated timing of such payments is different than previous estimates, the Company accounts for any such changes by adjusting the effective interest rate on a prospective basis, which will adjust future interest expense.

Refer to Note 15, Deferred Royalty Obligation , for more information.

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Any accrued interest and penalties will be included within the related tax liability.

As of December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.

Earnings per Share

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Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock, plus potentially dilutive securities outstanding for the period, as determined in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security.

For purposes of the diluted earnings per share calculation, stock options, restricted stock units, performance share units, and shares potentially issuable in connection with the employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not anti-dilutive.

For purposes of the diluted earnings per share calculation, stock options, restricted stock units, performance share units, shares potentially issuable in connection with the employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not antidilutive.

Embedded Derivatives

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The Company’s term notes and convertible notes (refer to Note 14, Debt ) contain certain features that are not clearly and closely related to the host instrument and represent derivatives that are required to be re-measured at fair value each reporting period.

The Company determined that the estimated fair value of the derivatives at issuance and through December 31, 2024 were not material based on a scenario-based cash flow model that uses unobservable inputs that reflect the Company’s own

The Company determined that the estimated fair value of the derivatives at issuance and through December 31, 2025 were not material.

Should the Company’s assessment of the probabilities around these scenarios change, including due to changes in market conditions, there could be a change to the fair value.

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New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) .

The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements.

This update is effective for fiscal years beginning after December 15, 2023 for the Company’s annual report, and interim periods within fiscal years beginning after December 15, 2024.

The adoption of this standard did not to have a material impact on the Company’s consolidated financial statements, and the Company’s provided enhanced disclosures as required to comply with this standard.

Refer to Note 21, Segments , for further information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740).

The amendments in this update expand income tax disclosure requirements, including additional information pertaining to the rate reconciliation, income taxes paid, and other disclosures.

This update is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements.

The Company adopted this new guidance prospectively in the year ended December 31, 2025 .

The adoption of this standard did not to have a material impact on the Company’s consolidated financial statements, and the Company has provided enhanced disclosures as required in Note 19, Income Taxes .

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) .

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At contract inception, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct.

Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the assets is one year or less.

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At the end of each reporting period, the Company analyzes trends in returns rates and updates its assessment of variable consideration.

To the extent the Company receives amounts in excess of what it expects to be entitled to receive due to a product return, the Company does not recognize revenue when it

transfers products to customers but instead recognizes those excess amounts received as a refund liability.

To the extent the Company receives amounts in excess of what it expects to be entitled to receive due to a product return, the Company does not recognize revenue when it transfers products to customers but instead recognizes those excess amounts received as a refund liability.

The Company updates the measurement of the refund liability at the end of each reporting period for changes in expectations about the amount of refunds with the corresponding adjustments recognized as revenue (or reductions of revenue).

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Significant Judgments

Significant judgment is required to determine the variable consideration included in the transaction price as described above.

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The following table summarizes activity in each of the Company’s product revenue provision and allowance categories for the years ended December 31, 2025, 2024, and 2023, respectively:

Allowances and

Incentives (1)

Allowances and

Chargebacks (3)

Balance as of December 31, 2022 $ 156,937 $ 73,554 $ 22,058

Acquired from BDSI

Provision related to current period sales 424,013 41,993 149,976

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Balance as of December 31, 2023 $ 149,826 $ 77,505 $ 20,917

Acquired from Ironshore 43,065 67,859 4,993

Provision related to current period sales 445,875 55,211 179,314

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Balance as of December 31, 2024 $ 191,508 $ 147,134 $ 38,512

Acquired from Ironshore

Provision related to current period sales 479,683 69,287 214,129

Ironshore measurement period adjustments 616 ( 23,843 ) 7

Changes in estimate related to prior period sales ( 3,053 ) ( 8,758 ) 287

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Trade allowances and chargebacks are deducted from gross revenue at the time revenues are recognized and are recorded as a reduction to accounts receivable in the Company’s consolidated balance sheets.

As of December 31, 2024, the Company did not have any transaction price allocated to remaining performance obligations and any costs to obtain contracts with customers, including pre-contract costs and set up costs, were immaterial.

Disaggregation of Revenue

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Years Ended December 31,

2025 2024 2023

Belbuca $ 221,653 $ 211,269 $ 182,095

Xtampza ER 199,308 191,330 177,374

Jornay PM 148,857 37,239 —

Nucynta IR 115,312 100,740 108,150

Nucynta ER 80,985 75,767 82,653

Symproic and other 14,452 15,104 16,495

Total product revenues, net $ 780,567 $ 631,449 $ 566,767

The Company began recognizing revenue from Jornay in September 2024 following the acquisition of Ironshore.

The Company began recognizing revenue from Belbuca and Symproic in March 2022 following the acquisition of BDSI.

Refer Note 4, Acquisitions , for further information.

The Company began recognizing revenue from Jornay PM in September 2024 following the acquisition of Ironshore.

Refer Note 4, Acquisition , for further information.

Contract Liabilities

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Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company satisfies its obligations under these arrangements.

The Company’s only contract liability relates to a contract with Knight Therapeutics, Inc.

The Company’s contract liability relates to a contract with Knight Therapeutics, Inc.

(“Knight”), which was entered into by Ironshore and Knight in May 2024 and was assumed as part of the Ironshore Acquisition (see Note 4, Acquisition ).

The contract provides Knight the right to sell Jornay in Canada and certain countries in Latin America, subject to regulatory approval.

The contract provides Knight the right to sell Jornay PM in Canada and certain countries in Latin America, subject to regulatory approval.

The contract provides for a nonrefundable upfront payment of $ 10,000 , sales milestones, royalties on net revenue, and reimbursement for certain manufacturing expenses.

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The up-front payment will be recognized as revenue as product sales are made over the term of the contract.

No products have been delivered to date under this contract and therefore no revenue has been recognized through December 31, 2024.

Product shipments commenced during the three months ended September 30, 2025 and $ 222 was included in product revenues, net during the year ended December 31, 2025.

Ironshore Acquisition

On September 3, 2024, the Company closed the Ironshore Acquisition.

Ironshore had developed and obtained commercial approval to market Jornay in the United States.

Ironshore had developed and obtained commercial approval to market Jornay PM in the United States.

The Ironshore Acquisition was completed to expand the Company’s business beyond pain management and establish a commercial presence in neuropsychiatry via the attention deficit hyperactivity disorder (“ADHD”) market.

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and (ii) in part, and subject to, the lapse of certain indemnification obligations 12 months from the Acquisition Date.

As of the Acquisition Date, and December 31, 2024, approximately $ 21,956 was due to the former Ironshore equity holders and $ 25,000 is recorded as restricted cash.

In addition, the Company will pay approximately $ 7,000 to former Ironshore equity holders as the Company recovers certain acquired deposits as specified in the Merger Agreement, which amount is due no later than 225 days from the Acquisition Date.

The Company also agreed to pay a $ 25,000 contingent payment upon the achievement of a financial milestone based on net revenues of Jornay for the year ended December 31, 2025.

In the three months ended March 31, 2025, the adjustments related to working capital and cash were finalized and settled, resulting in a $ 3,836 reduction in the amount due to the former Ironshore equity holders.

In the three months ended June 30, 2025, the Company was required to pay $ 7,000 to former Ironshore equity holders as the Company had the opportunity to recover certain acquired deposits as specified in the Merger Agreement, which was due no later than 225 days from the Acquisition Date.

The Company also agreed to pay a $ 25,000 contingent payment upon the achievement of a financial milestone based on net revenues of Jornay PM for the year ended December 31, 2025, which was not achieved.

As of December 31, 2025, approximately $ 17,565 is due to the former Ironshore equity holders recorded as deferred business combination consideration payable and $ 19,850 remains in escrow recorded as restricted cash.

This amount remains unpaid due to the indemnification obligations in the Ironshore Acquisition and the ongoing North Sound Pharmaceutical (“NSP”) arbitration (refer to Note 13, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc.

(In Official Liquidation) , for more information).

The fair value of the total consideration was approximately $ 306,104 consisting of the following (in thousands):

Fair Value of Purchase Price Consideration

Fair Value of Purchase Price Consideration Amount

Fair value of purchase price consideration paid at closing:

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Total purchase consideration $ 306,104

The Company has accounted for the Ironshore Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Acquisition Date.

The preliminary purchase price allocation is based on estimates, assumptions, valuations and other studies which have not yet been finalized.

The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses, and anticipates finalizing the valuation of assets acquired and liabilities assumed as the information necessary to complete the analysis is obtained, but no later than one year after the Acquisition Date.

In the fourth quarter of 2024, the Company recognized measurement period adjustments to increase accrued returns by $ 31,298 , deferred tax assets by $ 15,368 , goodwill by $ 16,374 and certain other accounts by $ 444 .

The Company accounted for the Ironshore Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Acquisition Date.

The preliminary purchase price was based on estimates, assumptions, valuations and other studies, which were finalized within the measurement period, no later than one year after the Acquisition Date.

Measurement period adjustments were recognized subsequent to the preliminary estimates.

During the year ended December 31, 2025, the Company recognized measurement period adjustments to decrease accrued rebates, returns, and discounts by $ 23,227 , goodwill by $ 16,048 , deferred tax assets by $ 11,039 , and certain other accounts by $ 502 .

During the year ended December 31, 2024, the Company recognized measurement period adjustments to increase accrued rebates, returns, and discounts by $ 31,298 , deferred tax assets by $ 15,368 , goodwill by $ 16,374 and certain other accounts by $ 444 .

The following tables set forth the final allocation of the Ironshore Acquisition purchase price to the estimated fair value of the net assets acquired at the Acquisition Date:

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Accounts receivable 44,593

Inventory 17,155

Prepaid expenses and other current assets 8,620

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Deferred tax assets 33,921

Total assets $ 749,980

Liabilities Assumed

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Accrued rebates, returns and discounts 87,697

Borrowings 8,954

Lease liabilities 800

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Total identifiable net assets acquired 294,036

Goodwill 12,068

Total consideration transferred $ 306,104

The valuation of the acquired intangible assets and assumed deferred royalty obligations relies on significant unobservable inputs.

The Company used an income approach to value the $ 635,000 for the acquired intangible asset.

The valuation of the acquired intangible asset and assumed deferred royalty obligations relies on significant unobservable inputs.

The Company used an income approach to value the acquired intangible asset.

The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate.

The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 7.7 years (refer to Note 11, Goodwill and Intangible Assets ).

The acquired inventory was recorded at fair value, which includes an adjustment to record inventory from its historic cost to fair value of $ 10,700 .

The assumed senior secured notes payable and borrowings were settled immediately after the close of the acquisition, resulting in a loss in debt extinguishment of $ 4,145 .

The acquired inventory was recorded at fair value, which includes an adjustment of $ 10,700 to record inventory from its historic cost to fair value.

The assumed senior secured notes payable and borrowings were settled immediately after the close of the acquisition, resulting in a loss in debt extinguishment of $ 4,145 in the year ended December 31, 2024.

The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill.

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Total revenues $ 694,874 $ 645,353

Net loss $ ( 15,798 ) $ ( 104,139 )

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Ironshore.

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Acquisition Related Expenses

During the year ended December 31, 2024, the Company incurred $ 24,329 of acquisition related expenses as a result of the Ironshore Acquisition and the substantial majority were included in Selling, general, and administrative expense in the consolidated statements of operations.

These costs include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition;

employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, Ironshore directors and officers insurance purchased at the closing of the Ironshore Acquisition, and miscellaneous other acquisition expenses incurred, including integration consulting costs and contract termination costs.

The Company has accrued $ 510 related to employee severance costs incurred as of December 31, 2024 but not yet paid.

Additional charges related to severance or retention payments are not expected to be material and the remaining employee termination costs are expected to be paid by March 31, 2025.

The Company expects, however, to incur additional acquisition-related expenses relating to consulting fees, contract termination costs, and other integration-related expenses during the first half of 2025.

Year Ended December 31, 2024

In the years ended December 31, 2025 and 2024, the Company incurred $ 4,175 and $ 24,329 respectively, of acquisition related expenses as a result of the Ironshore Acquisition and the substantial majority were included in Selling, general, and administrative expense in the consolidated statements of operations.

These costs included transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition;

employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, Ironshore directors and officers insurance purchased at the closing of the Ironshore Acquisition, legal defense expenses for the NSP arbitration that was acquired from Ironshore and relates to acts that occurred prior to Collegium’s acquisition of Ironshore (refer to Note 13, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc.

(In Official Liquidation) , for more information), and miscellaneous other acquisition expenses incurred, including integration consulting expenses, expenses related to exiting contracts acquired from Ironshore, and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.

The Company expects to incur additional acquisition related expenses in 2026 relating to the NSP arbitration acquired from Ironshore and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.

Years Ended December 31,

Employee-related expenses $ 515 $ 10,360

1 unchanged sentence

Ironshore directors and officers insurance — 1,090

Other acquisition expenses

Total acquisition related expenses

BDSI Acquisition

On March 22, 2022 (the “BDSI Acquisition Date”), the Company acquired BioDelivery Sciences International, Inc.

(“BDSI”) in an all-cash transaction.

Upon closing, the Company acquired Belbuca and Symproic.

The BDSI Acquisition was completed to leverage the Company’s existing sales force and other operations to commercialize additional products that are typically marketed to similar physicians and to develop other synergies.

The total consideration paid for the BDSI acquisition was approximately $ 669,431 consisting of the following (in thousands, except per share amounts):

Fair Value of Purchase Price Consideration

Fair value of purchase price consideration paid at closing:

Cash consideration for all outstanding shares of BDSI's common and preferred stock ( 103,235,298 shares acquired at $ 5.60 per share)

Cash consideration paid to settle RSUs and in-the-money options

Cash paid to settle BDSI debt

Total purchase consideration

The Company has accounted for the BDSI Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the BDSI Acquisition Date.

The final allocation of the consideration transferred to the assets acquired and liabilities assumed was completed in the year ended December 31, 2023.

The following tables set forth the final allocation of the BDSI Acquisition purchase price to the estimated fair value of the net assets acquired at the BDSI Acquisition Date:

Amounts Recognized at the BDSI Acquisition Date

Assets Acquired

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease assets

Intangible assets

Liabilities Assumed

Accounts payable

Accrued liabilities

Accrued rebates, returns and discounts

Operating lease liabilities

Deferred tax liabilities

Total liabilities

Total identifiable net assets acquired

Total consideration transferred

The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs.

The Company used an income approach to value the $ 435,000 of intangible assets.

The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with risk.

The Company amortizes the identifiable intangible assets on a straight-line basis over their respective useful lives (refer to Note 11, Goodwill and Intangible Assets ).

In addition, the acquired inventory was recognized at its acquisition-date fair value, which resulted in an increase of $ 54,700 compared to its preacquisition book value.

The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill.

This goodwill is primarily attributable to synergies of merging operations.

The acquired goodwill is not deductible for tax purposes.

Total revenues attributable to BDSI from the BDSI Acquisition Date through December 31, 2022 were $ 140,653 .

However, earnings attributable to BDSI from the BDSI Acquisition Date through December 31, 2022 are not distinguishable due to the rapid integration of BDSI’s core operations into the Company.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the years ended December 31, 2022, as if the BDSI Acquisition had occurred on January 1, 2021.

This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of January 1, 2021, and is not indicative of what such results would be expected for any future period:

Year Ended December 31, 2022

Total revenues

The unaudited pro forma financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and BDSI.

The pro forma financial information primarily reflects the following pro forma adjustments:

● A dditional amortization expense from the acquired intangibles;

● Additional cost of product revenues related to the step-up basis in inventory to record inventory at fair value;

● Adjustments to the Company’s interest expense related to repayment of the 2020 Term Loan and entering into the 2022 Term Loan as defined in Note 14, Debt .

In addition, all of the above adjustments were adjusted for the applicable tax impact.

Acquisition Related Expenses

During the year ended December 31, 2022, the Company incurred $ 31,297 of acquisition related expenses as a result of the BDSI Acquisition and the substantial majority were included in “Selling, general, and administrative” expenses in the consolidated statements of operations.

These costs include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, BDSI directors and officers insurance, and miscellaneous other acquisition expenses incurred.

The Company does not expect to incur any additional expenses related to the BDSI Acquisition.

Year Ended December 31, 2022

Transaction costs

Employee-related expenses

BDSI directors and officers insurance

Legal defense expenses for NSP arbitration acquired from Ironshore 1,748 —

Other acquisition expenses 1,874 3,833

Total acquisition related expenses $ 4,175 $ 24,329

L icenses Agreements

Licenses Agreements

The Company periodically enters into license agreements to develop and commercialize its products.

Amounts owed under these agreements may require estimates and other judgments related to contractual requirements, which creates uncertainty over the ultimate amount that would be paid under these arrangements.

Contractual amounts due are accrued based on the Company's interpretation.

Grünenthal License

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(the “Nucynta Acquisition”), the Company assumed all commercialization responsibilities, including sales and marketing, for the Nucynta Products through the acquisition of a license from Grünenthal Gmbh (“Grünenthal”) (the “Grünenthal License”).

Pursuant to the Grünenthal License, the Company is obligated to make royalty payments directly to Grünenthal at a rate of 14 % on net sales of Nucynta Products.

Unless earlier terminated, the Grünenthal License Agreement will continue in effect until the expiration of the royalty obligations therein.

Pursuant to the Grünenthal License, the Company is obligated to make royalty payments directly to Grünenthal at a rate of 14 % or 7 % of Net Sales (as defined therein) of the Nucynta Products, with the applicable rate determined based on the timing of certain patent expirations.

These royalty obligations continue through the contractual royalty term, unless earlier terminated.

Upon expiration of the Grünenthal License, the Company will retain a fully paid up, non-exclusive license to make, use and sell the Nucynta Products under the Grünenthal Patents (as defined therein) in the United States.

During the year ended December 31, 2025, the Company recognized a $ 3,058 charge related to the Company’s license agreement with Grünenthal, which was paid in October 2025.

The charge related to the timing of royalty payments due under the license agreement, as confirmed through an arbitration process, and was included in cost of product revenues.

The payment is contingently recoverable through reduced royalty payments when product returns are settled.

Recoveries will be recognized within cost of product revenues when realized.

Shionogi License and Supply Agreement

Prior to the BDSI Acquisition, BDSI and Shionogi Inc.

Prior to the Company's acquisition of BioDelivery Sciences International, Inc.

("BDSI") in March 2022 (the "BDSI Acquisition"), BDSI and Shionogi Inc.

(“Shionogi”) entered into an exclusive license agreement (the “Shionogi License Agreement”) for the commercialization of Symproic in the United States including Puerto Rico (the “Shionogi Territory”) for the treatment of opioid-induced constipation in adult patients with chronic non-cancer pain (the “Shionogi Field”).

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For purposes of the diluted earnings per share calculation, stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), and shares potentially issuable in connection with the employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not antidilutive.

The following table presents the computations of basic and dilutive earnings (loss) per common share:

The following table presents the computations of basic and dilutive earnings per common share:

Years Ended December 31,

Net income (loss)

2025 2024 2023

Net income $ 62,870 $ 69,190 $ 48,155

Adjustment for interest expense recognized on convertible senior notes, net of tax 6,007 5,863 5,889

Net income (loss) — diluted

Net income — diluted $ 68,877 $ 75,053 $ 54,044

Weighted-average shares outstanding — basic 31,706,429 32,273,850 33,741,213

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Weighted average shares outstanding — diluted 39,701,693 40,424,180 41,788,125

Earnings (loss) per share — basic

Earnings (loss) per share — diluted

Earnings per share — basic $ 1.98 $ 2.14 $ 1.43

Earnings per share — diluted $ 1.73 $ 1.86 $ 1.29

The Company has the option to settle the conversion obligation for its convertible senior notes in cash, shares or a combination of the two.

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Years Ended December 31,

2025 2024 2023

Stock options 130,344 130,344 259,405

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Employee stock purchase plan 37,593 17,946 18,591

Convertible senior notes

For PSUs, these securities were excluded from the calculation of diluted earnings per share as the performance-based or market-based vesting conditions were not met as of the end of the reporting period.

For performance share units, these securities were excluded from the calculation of diluted earnings per share as the performance-based or market-based vesting conditions were not met as of the end of the reporting period.

All other securities presented in the table above were excluded from the calculation of diluted earnings per share as their inclusion would have had an antidilutive effect.

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Available-for-sale debt securities were classified on the consolidated balance sheets at fair value as follows:

2025 December 31,

Cash and cash equivalents $ — $ 1,993

Marketable securities 155,427 92,198

Total $ 155,427 $ 94,191

Available-for-sale debt securities consisted of the following:

December 31, 2024

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

Corporate debt securities $ 139,833 $ 487 $ ( 59 ) $ 140,261

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Commercial paper 7,206 1 — 7,207

Total $ 154,995 $ 492 $ ( 60 ) $ 155,427

December 31, 2024

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Government-sponsored securities 6,572 — ( 12 ) 6,560

Commercial paper 4,953 1 ( 2 ) 4,952

Total $ 94,136 $ 162 $ ( 107 ) $ 94,191

The contractual maturities of available-for-sale debt securities were as follows:

2025 December 31,

Matures within one year $ 52,078 $ 50,469

Matures after one year through five years 103,349 43,722

The unrealized losses on the Company’s available-for-sale debt securities were immaterial as of December 31, 2024 and December 31, 2023.

The Company did not hold available-for-sale debt securities as of December 31, 2022.

Total $ 155,427 $ 94,191

Sales of marketable securities during the year ended December 31, 2025 were immaterial .

There were no sales of marketable securities during the years ended December 31, 2024 or 2023.

Net unrealized holding gains or losses for the period that have been previously included in accumulated other comprehensive income were not material to the Company’s consolidated statement of operations.

Net realized holding gains or losses for the period that have been previously included in accumulated other comprehensive income were not material.

The Company did not record any allowances for credit losses to adjust the fair value of available-for-sale debt securities during the year ended December 31, 2025 or 2024.

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Years Ended December 31,

Inventory $ 40,912 $ 35,560

Other noncurrent assets 14,014 7,946

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During the years ended December 31, 2025, 2024, and 2023 the expenses related to excess and obsolete inventory that were recorded as a component of cost of product revenues were $ 725 , $ 866 , and $ 1,624 , respectively.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Assets

Prepaid expenses and other current assets consisted of the following:

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Prepaid regulatory fees 7,960 7,270

Prepaid income taxes

Other prepaid expenses 6,243 4,757

Other current assets 3,239 2,742

Manufacturing deposits

Prepaid income taxes 2,478 3,071

Prepaid insurance 559 632

Other prepaid expenses

Manufacturing deposits — 2,640

Prepaid expenses and other current assets $ 32,642 $ 30,394

Other noncurrent assets consisted of the following:

Years Ended December 31,

Long-term inventory $ 14,014 $ 7,946

Deferred debt discounts and issuance costs for 2025 Credit Facility 6,175 —

Other noncurrent assets

$ 20,193 $ 8,368

Property and Equipment

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Depreciation expense related to property and equipment amounted to $ 4,182 , $ 3,856 , and $ 3,496 for the years ended December 31, 2025, 2024, and 2023, respectively.

During the year ended December 31, 2024, the Company disposals of property and equipment assets were immaterial.

During the years ended December 31, 2023 and 2022, the Company disposed of fully depreciated assets of $ 141 , and $ 1,040 respectively.

Any gains or losses from the retirement, sale or disposal of property and equipment during the years ended December 31, 2024, 2023, and 2022 were immaterial.

Goodwill and Intangible Assets

The Company’s goodwill resulted from the acquisition of BioDelivery Sciences International, Inc.

(“BDSI”) on March 22, 2022 (the “BDSI Acquisition”) and the Ironshore Acquisition on September 3, 2024.

Refer to Note 4, Acquisitions, for more information.

The Company performed the annual impairment review as of October 1, 2025 and concluded that it is not more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount.

The following tables summarizes the changes in the carrying amount of goodwill:

Balance as of December 31, 2023 $ 133,857

Measurement period adjustments from BDSI Acquisition

Balance as of December 31, 2023

Goodwill resulting from Ironshore Acquisition 28,476

Balance as of December 31, 2024 $ 162,333

Measurement period adjustments from Ironshore Acquisition ( 16,408 )

Balance as of December 31, 2025 $ 145,925

The following table sets forth the cost, accumulated amortization, and carrying amount of intangible assets as of December 31, 2025 and 2024:

As of December 31, 2024

As of December 31, 2023

Accumulated Amortization

Carrying Amount

Accumulated Amortization

Carrying Amount

As of December 31, 2025 As of December 31, 2024

Cost Accumulated Amortization Carrying Amount Cost Accumulated Amortization Carrying Amount

Jornay PM $ 635,000 $ ( 111,072 ) $ 523,928 $ 635,000 $ ( 27,242 ) $ 607,758

Belbuca 360,000 ( 284,607 ) 75,393 360,000 ( 209,214 ) 150,786

Nucynta Products (1)

521,170 ( 493,478 ) 27,692 521,170 ( 438,094 ) 83,076

Symproic 70,000 ( 27,503 ) 42,497 70,000 ( 20,218 ) 49,782

Total intangibles $ 1,586,170 $ ( 916,660 ) $ 669,510 $ 1,586,170 $ ( 694,768 ) $ 891,402

The following table presents amortization and impairment expense recognized in cost of product revenues for the years ended December 31, 2024, 2023, and 2022 :

The following table presents amortization expense recognized in cost of product revenues for the years ended December 31, 2025, 2024, and 2023 :

Years Ended December 31,

2025 2024 2023

Jornay PM $ 83,830 $ 27,242 $ —

Belbuca 75,393 75,393 75,393

Nucynta Products (1)

Total amortization and impairment expense

55,384 55,384 63,082

Symproic 7,285 7,285 7,285

Total amortization expense $ 221,892 $ 165,304 $ 145,760

(1) During the year ended December 31, 2023, the United States Food and Drug Administration (“FDA”) granted New Patient Population exclusivity in pediatrics for Nucynta IR which extends the period of U.S.

exclusivity for Nucynta IR to July 3, 2026, resulting in an extension of the estimated useful life of the underlying intangible asset from 8.0 years to 8.5 years.

(2) Includes $ 214 of amortization expense and $ 4,786 of impairment expense .

Intangible Asset Impairment

During the three months ended December 31, 2022, the Company made the decision to discontinue the commercialization of Elyxyb.

Accordingly, an asset impairment evaluation performed during the three months ended December 31, 2022 resulted in the Company recognizing $ 4,786 of impairment expense related to the Elyxyb intangible asset, which was equivalent to the carrying amount of the Elyxyb asset at the time of the impairment determination.

The impairment expense reflects that no significant proceeds are expected to be realized from its disposition.

The impairment expense is included in “ Intangible asset amortization and impairment ” in the consolidated statements of operations.

Other expenses associated with the discontinuation of Elyxyb were immaterial.

In February 2023, the Company transferred all of the assets, rights, and obligations necessary to commercialize Elyxyb in the United States and Canada to a third party.

As of December 31, 2025, the remaining amortization expense expected to be recognized is as follows:

Years ended December 31,

Nucynta Products

Years ended December 31, Jornay PM Belbuca Nucynta Products Symproic Total

2026 $ 83,829 $ 75,393 $ 27,692 $ 7,285 $ 194,199

2027 83,829 — — 7,285 91,114

2028 83,829 — — 7,285 91,114

2029 83,829 — — 7,285 91,114

2030 83,829 — — 7,285 91,114

Thereafter 104,783 — — 6,072 110,855

Remaining amortization expense $ 523,928 $ 75,393 $ 27,692 $ 42,497 $ 669,510

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As of December 31,

Accrued royalties

Accrued income taxes

Accrued interest $ 12,023 $ 6,146

Accrued bonuses 9,172 8,399

Accrued royalties 7,987 13,120

Accrued product taxes and fees 7,732 6,660

Accrued interest

Accrued inventory

Accrued incentive compensation 3,714 4,054

Accrued payroll and related benefits 3,382 4,589

Accrued income taxes 3,297 8,525

Accrued sales and marketing 3,039 4,398

Accrued incentive compensation

Accrued inventory 2,809 6,073

Liability for cash-settled share-based awards assumed from Ironshore Acquisition 2,435 3,044

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The Nucynta litigation currently remains subject to the bankruptcy stay.

On February 2, 2026, Grünenthal GMBH filed a complaint in the United States District Court for the District of New Jersey for patent infringement naming as defendants the Company along with Hikma Pharmaceuticals USA Inc.

and Hikma Pharmaceuticals PLC (collectively “Hikma”).

The complaint alleges that a future launch of an authorized generic to the Company’s Nucynta ER by Hikma will occur and that such a launch would infringe two patents owned by Grünenthal and licensed by the Company.

The complaint further alleges that the Company has or will infringe the patents by contributing to or inducing direct infringement by Hikma.

The patents are United States Patent Nos.

8,536,130 and 11,344,512, both listed in the Orange Book for Nucynta ER.

Hikma has requested that the Company defend and indemnify Hikma with respect to the complaint.

The Company has licensed the rights to make, sell, and have sold Nucynta ER in the United States from Grünenthal (among other rights) and believes that it has all necessary rights to make and sell the authorized generic product to Hikma.

The Company plans to defend this case vigorously.

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The Merger Litigations seek, among other things:

an injunction enjoining consummation of the Merger, rescission of the Merger Agreement, a declaration that BDSI and its Board of

Directors violated Sections 14(e) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, damages, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper.

an injunction enjoining consummation of the Merger, rescission of the Merger Agreement, a declaration that BDSI and its Board of Directors violated Sections 14(e) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, damages, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees and expenses, and any other relief the court may deem just and proper.

In addition, between February and March of 2022, BDSI received demand letters from three purported stockholders of BDSI seeking to inspect certain books and records of BDSI related to the Merger (collectively, the “Inspection Letters”).

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On February 17, 2023, the Stein Action was dismissed.

While the Company believes that the remaining Merger Litigations, Inspection Letters, and Demand Letters are without merit and that the disclosures in the Schedule 14D-9 comply fully with applicable law, solely in order to avoid the expense and distraction of litigation, BDSI previously determined to voluntarily supplement the Schedule 14D-9 with certain supplemental disclosures set forth in BDSI’s Schedule 14D-9 filed with the SEC on March 11, 2022 (the “Supplemental Disclosures”).

BDSI previously determined to voluntarily supplement the Schedule 14D-9 with certain supplemental disclosures set forth in BDSI’s Schedule 14D-9 filed with the SEC on March 11, 2022 (the “Supplemental Disclosures”).

The Company and BDSI believe that the Supplemental Disclosures mooted all allegations or concerns raised in the Merger Litigations, Inspection Letters, and Demand Letters.

While the Company intends to defend vigorously against the remaining Merger Litigations, Inspection Letters, and Demand Letters, the outcome of such matters is uncertain.

On September 7, 2018, BDSI filed a complaint for patent infringement in District Court for the District of Delaware against Alvogen Pb Research & Development LLC, Alvogen Malta Operations Ltd., Alvogen Pine Brook LLC, Alvogen, Incorporated, and Alvogen Group, Incorporated (collectively, “Alvogen”), asserting that Alvogen infringed BDSI’s Orange Book-listed patents for Belbuca, including U.S.

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The mandate issued on February 10, 2023.

As it has done in the past, the Company intends to vigorously defend its intellectual property against assertions of invalidity or non-infringement.

Alvogen sent the Company a new notice letter, received on June 9, 2025, claiming that its buprenorphine film products do not infringe the ’539 patent.

The letter did not dispute the ’866 patent, which remains valid and infringed by Alvogen until 2027.

In response, on July 22,2025, BDSI filed a motion to enforce the January 21, 2022 Final Judgement, concerning Alvogen’s infringement of the ’539 patent.

The Court denied this motion on January 12, 2026 on procedural grounds.

Additionally, on July 24, 2025, BDSI filed a patent infringement lawsuit based on the new notice letter, triggering a thirty-month stay on FDA approval.

The complaint was served on October 20, 2025.

A trial date has been set for April 12, 2027.

The Company remains firmly committed to defending its intellectual property rights against Alvogen.

The Company plans to litigate this case vigorously.

At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

Chemo Research, S.L.

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At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

As it has done in the past, the Company intends to vigorously defend its intellectual property against assertions of invalidity or non-infringement.

David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc.

(In Official Liquidation)

In May 2025, David Lickrish as legal assignee of North Sound Pharmaceuticals & Development, Inc.

(“NSP”) filed a Request for Arbitration against Ironshore Pharmaceuticals & Development, Inc.

(“IPD”), a wholly owned subsidiary of Ironshore.

The claims in the Request are based on allegations that relate to contracts between IPD and NSP and acts that occurred prior to Collegium’s acquisition of Ironshore.

Specifically, it is alleged that IPD violated a License and Assignment Agreement with NSP and committed business torts by forcing NSP into liquidation.

The Request for Arbitration seeks compensatory damages, estimated to be in excess of $ 500,000 .

Collegium’s response to the claims was filed on August 29, 2025.

Collegium intends to vigorously defend against the claims.

At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

Collegium Pharmaceutical, Inc.

(Xtampza ER and the Nucynta Products)

(“Walgreens”) filed a lawsuit in June 2025 in the United States District Court for the Northern District of Illinois, alleging that Collegium owes more than $ 14,000 in credits for product returned or attempted to be returned between 2020 and 2023 pursuant to Collegium’s returns policy.

Walgreens alleges that the returns policy constitutes a contract between Walgreens and Collegium and seeks to plead claims for breach of contract and, in the alternative, unjust enrichment.

Collegium filed a motion to dismiss on August 12, 2025.

The Court stayed party discovery pending the outcome of the motion to dismiss but allowed third-party written discovery to commence.

On February 18, 2026, the Court granted Collegium’s motion to dismiss for lack of personal jurisdiction and ordered Walgreens to file an amended complaint that cures the jurisdictional defect by March 11, 2026.

Collegium has tendered its defense to a third party which has agreed to defend and indemnify Collegium, subject to a reservation of rights.

Collegium intends to vigorously defend against the claims.

At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

2022 Term Loan

On March 22, 2022, in connection with the closing of the BDSI Acquisition, the Company entered into an Amended and Restated Loan Agreement by and among the Company, and BioPharma Credit PLC, as collateral agent and lender, and BioPharma Credit Investments V (Master) LP, as lender (collectively “Pharmakon”), as amended (the “2022 Loan Agreement”).

The 2022 Loan Agreement provided for a $ 650,000 secured term loan (the “2022 Term Loan”), the proceeds of which were used to repay the Company’s existing term notes outstanding from an existing 2020 Term Loan and fund a portion of the consideration to be paid to complete the BDSI Acquisition.

The 2022 Loan Agreement was accounted for as a debt modification and transaction fees of $ 173 were expensed.

In connection with the 2022 Loan Agreement, the Company paid loan commitment and other fees to the lender of $ 19,818 , which together with preexisting debt issuance costs and note discounts of $ 2,049 were be amortized over the term of the loan using the effective interest rate.

The net proceeds of the loan modification were $ 517,682 .

On July 28, 2024, the 2022 Term Loan was amended and restated in connection with the Ironshore Acquisition and establishment of the 2024 Term Loan as described below.

On March 22, 2022, in connection with the closing of the BDSI Acquisition, the Company entered into an Amended and Restated Loan Agreement, by and among the Company, BioPharma Credit PLC, as collateral agent, and BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (investment funds managed by Pharmakon Advisors, LP), as the lenders (collectively “Pharmakon”) (the “2022 Loan Agreement”).

The 2022 Loan Agreement provided for a $ 650,000 secured term loan (the “2022 Term Loan”), the proceeds of which were used to repay the Company’s existing term notes outstanding and fund a portion of the consideration to be paid to complete the BDSI Acquisition.

2024 Term Loan

On July 28, 2024, the Company entered into a Second Amended and Restated Loan Agreement by and among the Company, certain of its subsidiaries party thereto as guarantors, BioPharma Credit PLC as collateral agent, and BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership (investment funds managed by Pharmakon Advisors, LP) as the lenders (the “Lenders”) party thereto (the “2024 Loan Agreement”).

The 2024 Loan Agreement provided for a $ 645,833 secured term loan (the “2024 Term Loan”), consisting of a $ 320,833 initial term loan and a $ 325,000 delayed draw term loan.

On the effective date of the 2024 Loan Agreement, the Company used the proceeds of the initial term loan to refinance in full all outstanding indebtedness under the 2022 Term Loan.

On the closing date of the Ironshore Acquisition, the Company used the proceeds of the delayed draw term loan to fund a portion of the consideration to complete the Ironshore Acquisition.

The Company used the remainder for general corporate purposes.

The 2024 Loan Agreement was accounted for as a debt modification as there was no change in the debtor or creditor and the present value of the cash flows under the terms of the new debt instrument were not at least 10% different from the present value of the remaining cash flows under the terms of the original instrument.

Accordingly, the new effective interest rate was determined based on the carrying amount of the original debt instrument adjusted for the increase in debt, and transaction fees of $ 619 were expensed.

In connection with the 2024 Loan Agreement, the Company paid loan commitment and other fees to the lender of $ 11,825 , which together with preexisting debt issuance costs and note discounts of $ 4,192 are amortized over the term of the loan using the effective interest rate.

The 2024 Term Loan is scheduled to mature on July 28, 2029 (provided, however, that if the aggregate principal amount outstanding under the 2029 Convertibles Notes is more than $ 50,000 as of November 18, 2028, then the 2024 Term Loan will mature on November 18, 2028) and is guaranteed by certain of the Company’s material subsidiaries.

The 2024 Term Loan is secured by substantially all of the assets of the Company and its material subsidiaries.

Until September 30, 2024, the 2024 Term Loan bore an annual interest rate equal to term Secured Overnight Financing Rate (“SOFR”) plus a spread adjustment of 0.13 % (subject to a 1.20 % floor), plus a margin of 7.50 %.

Following September 30, 2024, the 2024 Term Loan bears an annual interest rate equal to term SOFR plus a spread adjustment of 0.13 % (subject to a 4.00 % floor), plus a margin of 4.50 % per annum, and is subject to quarterly amortization payments equal to 2.50 % of the original funded amount of the 2024 Term Loan.

The Company paid a one-time fee of 1.25 % of the initial term loan principal amount on July 29, 2024 and paid a one-time fee of 2.25 % of the delayed draw term loan principal amount on September 3, 2024.

As of December 31, 2024, the contractual interest rate was 9.2 %.

The Company is required to pay the $ 629,687 principal balance under the 2024 Term Loan in equal quarterly installments of $ 16,146 over the remaining four years with a $ 387,500 final payment.

The 2024 Loan Agreement contains certain covenants and obligations of the parties, including, without limitation, covenants that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business.

Failure to comply with these covenants would constitute an event of default under the 2024 Loan Agreement, notwithstanding the Company’s ability to meet its debt service obligations.

The 2024 Loan Agreement also includes various customary remedies for secured lenders following an event of default, including the acceleration of the outstanding amounts under the 2024 Loan Agreement and enforcement upon the collateral securing obligations under the 2024 Loan Agreement.

The following table presents the total interest expense recognized related to the 2024 Term Loan, the 2022 Term Loan, and the 2020 Term Loan during the years ended December 31, 2024, 2023, and 2022:

On July 28, 2024, in connection with the announcement of the Ironshore Acquisition, the Company entered into a Second Amended and Restated Loan Agreement, by and among the Company and Pharmakon (the “2024 Loan Agreement”), pursuant to which the 2022 Term Loan was refinanced in full.

The 2024 Loan Agreement provided for a $ 645,833 secured term loan (the “2024 Term Loan”), t he proceeds of which were used to repay the Company’s existing term notes outstanding from the existing 2022 Term Loan and fund a portion of the consideration to be paid to complete the Ironshore Acquisition.

The 2024 Loan Agreement was accounted for as a debt modification an d transaction fees of $ 619 were expensed .

In connection with the 2024 Loan Agreement, the Company paid loan commitment and other fees to the lender of $ 11,825 , which together with preexisting debt issuance costs and note discounts of $ 4,192 were amortized over the term of the loan using the effective interest rate.

The net proceeds of the loan modification were $ 313,175 .

2025 Credit Facility

On December 23, 2025, the Company entered into a Credit Agreement by and among the Company, the lenders from time to time party thereto and Truist Bank, as administrative agent (the “2025 Credit Agreement”).

The 2025 Credit Agreement provides for (i) a $ 580,000 term loan (the “2025 Term Loan”), (ii) $ 300,000 of delayed draw term loan commitments (the “Delayed Draw Term Loan”), and (iii) a $ 100,000 revolving credit facility (the “Revolver”) (collectively, the “2025 Credit Facility”).

The 2025 Term Loan was used to repay in full the remaining outstanding obligations under the 2024 Term Loan and to pay fees and expenses relating to the entry into the Credit Agreement and the remainder for general corporate

The 2025 Credit Facility is guaranteed by certain of the Company’s material subsidiaries and secured by substantially all of the assets of the Company and such material subsidiaries.

The repayment of the 2024 Term Loan was accounted for as a debt extinguishment.

The loss on extinguishment was $ 15,994 , consisting of previously unamortized debt discount and issuance costs of $ 10,123 and debt extinguishment costs of $ 5,871 .

The 2025 Credit Facility is scheduled to mature on December 23, 2030.

If both (i) the aggregate principal amount outstanding under the 2029 Convertible Notes is more than $ 50,000 as of November 18, 2028 and (ii) Liquidity (as defined in the 2025 Credit Agreement, which includes cash, cash equivalents, marketable securities, and undrawn Revolver amounts) is less than $ 350,000 minus any permanent prepayments or repurchases of the 2029 Convertible Notes, then the 2025 Credit Facility will mature on November 18, 2028.

The Company is obligated to repay the loans under the 2025 Credit Agreement (i) in scheduled quarterly installments, commencing on March 31, 2026, and (ii) upon certain customary prepayment triggers (subject to customary reinvestment rights).

The Company may repay the loans under the 2025 Credit Agreement at its option at any time without premium or penalty.

In connection with the issuance of the 2025 Credit Facility, the Company paid commitment and other fees to the lenders of $ 14,378 and incurred debt issuance costs of $ 719 .

The $ 15,097 of debt discounts and issuance costs were then allocated to each of the components of the 2025 Credit Facility proportionally based on commitment amounts, resulting in $ 8,935 being allocated to the 2025 Term Loan, $ 4,622 being allocated to the Delayed Draw Term Loan, and $ 1,540 being allocated to the Revolver.

The debt discounts and issuance costs allocated to the 2025 Term Loan were recorded as a direct deduction of the carrying amount of the 2025 Term Loan and are amortized over the term of the loan using the effective interest rate.

The debt discounts and issuance costs allocated to the Delayed Draw Term Loan were recorded to other noncurrent assets.

When the Delayed Draw Term Loan is issued, a proportionate amount of the capitalized cost will be reclassified as a direct deduction of the carrying amount of the issued Delayed Draw Term Loan.

The debt discounts and issuance costs allocated to the Revolver were recorded to other noncurrent assets and amortized the deferred debt issuance costs ratably over the term of the Revolver, regardless of whether there are any outstanding borrowings on the Revolver.

The 2025 Term Loan, Delayed Draw Term Loan and the Revolver will bear interest at an annual rate equal to the term Secured Overnight Financing Rate (“SOFR”) plus a spread based on the Company’s First Lien Net Leverage Ratio (as defined in the 2025 Credit Agreement) ranging from 2.75 % to 3.75 %.

The Delayed Draw Term Loan and Revolver are also subject to fees on the undrawn amounts of 0.30 % to 0.50 % per annum.

The 2025 Credit Agreement contains customary representations, events of default and covenants for a syndicated credit facility.

The 2025 Credit Agreement includes quarterly financial covenants, consisting of a first lien secured net leverage ratio maintenance covenant (allowing the Company to net up to $ 250,000 of unrestricted cash and cash equivalents) and a fixed charge coverage ratio maintenance covenant.

The 2025 Credit Agreement also contains certain covenants and obligations that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business, or make restricted payments, among others.

Failure to comply with these covenants would constitute an event of default under the 2025 Credit Agreement, notwithstanding the Company’s ability to meet its debt service obligations.

The following table presents the total interest expense recognized related to the 2025 Credit Facility, 2024 Term Loan, and the 2022 Term Loan during the years ended December 31, 2025, 2024, and 2023:

Years Ended December 31,

2025 2024 2023

Contractual interest expense $ 54,090 $ 54,915 $ 67,499

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As of December 31, 2025, future principal repayments under the 2025 Term Loan are as follows:

Years ended December 31,

Principal Payments

Years ended December 31, Principal Payments

2026 $ 29,000

Total before unamortized discount and issuance costs $ 580,000

22 unchanged sentences

On February 10, 2023, the Company issued 2.875 % convertible senior notes due in 2029 (the “2029 Convertible Notes”) in the aggregate principal amount of $ 241,500 , in a private offering to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended.

The 2029 Convertible Notes were issued to finance the concurrent repurchase of a portion of the 2026 Convertible Notes, and the remainder of the net proceeds were used

for general corporate purposes.

The 2029 Convertible Notes were issued to finance the concurrent repurchase of a portion of the 2026 Convertible Notes, and the remainder of the net proceeds were used for general corporate purposes.

In connection with the issuance of the 2029 Convertible Notes, the Company incurred approximately $ 6,280 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees.

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(vi) certain payment defaults by the Company or certain subsidiaries with respect to mortgages, agreements or other instruments for indebtedness for money borrowed of at least $ 30,000 or other defaults by the Company or certain subsidiaries with respect to such indebtedness that result in the acceleration of such indebtedness;

(vii) default upon the occurrence of one or more final judgments being rendered against the Company or any of the Company’s significant subsidiaries for the payment of at least $ 30,000 ;

(vii) default upon the occurrence of one or more

final judgments being rendered against the Company or any of the Company’s significant subsidiaries for the payment of at least $ 30,000 ;

and (xiii) upon the occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries.

2 unchanged sentences

2029 Convertible Notes

Principal $ 241,500

unamortized issuance costs ( 3,287 )

2 unchanged sentences

The effective interest rate on the 2029 Convertible Notes is 3.28 %.

As of December 31, 2024, the if-converted value did not exceed the remaining principal amount of the 2029 Convertible Notes.

As of December 31, 2025, the if-converted value exceeded the remaining principal amount of the 2029 Convertible Notes.

The following table presents the total interest expense recognized related to the 2026 Convertible Notes and 2029 Convertible Notes during the years ended December 31, 2025, 2024, and 2023:

Years Ended December 31,

2025 2024 2023

Contractual interest expense $ 6,943 $ 7,258 $ 7,206

2 unchanged sentences

As of December 31, 2025, the future minimum payments on the 2029 Convertible Notes were as follows:

Years ended December 31,

2029 Convertible Notes

Years ended December 31, 2029 Convertible Notes

Total minimum payments $ 265,801

interest ( 24,301 )

unamortized issuance costs ( 3,287 )

2 unchanged sentences

The Company’s deferred royalty obligation is a debt obligation of Ironshore that was assumed as part of the Ironshore Acquisition.

The deferred royalty obligation relates to royalty payments on net sales of Jornay that are paid to debtholders in exchange for funding provided to Ironshore by its debtholders.

The royalty rate is 7.4 % for net sales prior to July 1, 2025 and 9.7 % thereafter through March 2032.

The deferred royalty obligation relates to royalty payments on net sales of Jornay PM that are paid to former Ironshore debtholders in exchange for funding provided to Ironshore.

The royalty rate was 7.4 % for net sales prior to July 1, 2025 and 9.7 % thereafter through March 2032.

The royalty payments are an unsecured obligation of the Company and there are no financial covenants or other restrictive covenants.

The royalty payments are to be made semi-annually in February and August of each year based on the sales of Jornay in the prior six-month calendar year period.

The deferred royalty obligation will be accreted to the estimated future royalty payments over the life of the agreement, which will be recorded as interest expense using the effective interest rate.

The carrying value of the obligation will decrease for royalty payments made based upon the actual Jornay sales and the related royalty payments.

The effective interest rate is calculated based on current estimates of future royalty payments over the life of the arrangement.

The royalty payments are due semi-annually in February and August of each year based on the sales of Jornay PM in the prior six-month period.

The effective interest rate as of December 31, 2025 was approximately 11.8 %.

2 unchanged sentences

Acquired balance as of September 3, 2024 $ 116,900

Accretion interest expense

Payments made

Net carrying amount

The total interest expense recognized related to the deferred royalty obligation during year ended December 31, 2024 was $ 5,795 .

Net accretion 3,713

Balance as of December 31, 2024 $ 120,613

Net accretion 950

Balance as of December 31, 2025 $ 121,563

The total interest expense recognized related to the deferred royalty obligation during years ended December 31, 2025 and 2024 was $ 14,573 and $ 5,795 , respectively.

Total royalty payments made under the agreement during the year ended December 31, 2025 were $ 8,582 and were recorded as a reduction to accrued interest.

The Company did not make any royalty payments during the year ended December 31, 2024.

Operating Lease Arrangements

The Company's main operating lease is for its corporate headquarters in Stoughton, Massachusetts, which was entered into in March 2018 and commenced in August 2018.

The Company's operating lease arrangements primarily consist of leases for office space, including the lease for its corporate headquarters in Stoughton, Massachusetts (the “Stoughton Lease”).

The Stoughton Lease was entered into in March 2018 and commenced in August 2018.

This lease encompasses approximately 50,678 square feet and is for an initial 10 -year term, with options for two additional five-year extensions.

The initial annual base rent is $ 1,214 , subject to annual increases between 2.5 % to 3.1 %.

In connection with the Ironshore Acquisition, the Company acquired an operating lease for the U.S.

As of December 31, 2025, the operating lease asset related to the Stoughton Lease was $ 4,166 and operating lease liability related to the Stoughton Lease was $ 5,011 .

In connection with the Ironshore Acquisition, the Company acquired an operating lease for the former U.S.

headquarters of Ironshore pursuant to which the Company leases 8,817 of rentable square feet of space in Durham, North Carolina (the “Ironshore Lease”).

The Ironshore Lease continues through February 2028.

As of December 31, 2024, the Company's operating lease assets totaled $ 5,822 and operating lease liabilities totaled $ 6,810 .

In the year ended December 31, 2025, the Company concluded that the right-of-use asset associated with the Ironshore Lease was impaired, and the Company recognized an impairment expense of $ 575 within selling, operating and administrative expense.

As of December 31, 2025 and 2024, the Company's operating lease assets totaled $ 4,187 and $ 5,822 , respectively, and operating lease liabilities totaled $ 5,539 and $ 6,810 , respectively.

This primarily relates to the Company’s corporate headquarters lease in Stoughton, Massachusetts and the Ironshore Lease.

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Years Ended December 31,

2025 2024 2023

Operating lease cost $ 1,447 $ 1,444 $ 1,306

8 unchanged sentences

Years Ended December 31,

2025 2024 2023

Cash paid for amounts included in the measurement of operating leases liabilities $ 1,683 $ 1,538 $ 1,585

1 unchanged sentence

The Company’s aggregate future minimum lease payments for its operating leases, including embedded operating lease arrangements, as of December 31, 2025, are as follows:

Years ended December 31,

Lease Payments

Years ended December 31, Lease Payments

Total minimum lease payments $ 6,217

2 unchanged sentences

In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4 % of the total number of outstanding shares of common stock on December 31st of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s Board of Directors prior to January 1st).

The Plan expired on May 11, 2025 and on May 15, 2025, the Company’s shareholders approved the 2025 Equity Incentive Plan (the “2025 Plan”), under which an aggregate of 1,600,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus (i) shares of common stock that remained available for grants under the Plan as of its expiration and (ii) any shares of common stock subject to outstanding grants

under the Plan that terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, vested or paid under the Plan.

As of December 31, 2025, there were 3,398,762 shares of common stock available for issuance pursuant to the 2025 Plan.

The 2025 Plan provides for granting of both Internal Revenue Service qualified incentive stock options and non-qualified options, restricted stock awards, restricted stock units and performance stock units.

The Company’s qualified incentive stock options, non-qualified options and restricted stock units generally vest ratably over a four-year period of service.

The stock options generally have a ten-year contractual life and, upon termination, vested options are generally exercisable between one and three months following the termination date, while unvested options are forfeited immediately upon termination.

Shares issued under all of the Company’s plans are funded through the issuance of new shares.

The Company’s qualified incentive stock options and non-qualified options generally vest ratably over a four-year period of service and generally have a ten-year contractual life.

Upon termination, vested stock options are generally exercisable for three months following the termination date, while unvested options are forfeited immediately upon termination.

The Company’s RSUs granted prior to 2024 generally vest ratably over a four-year period of service.

Beginning in 2024, RSUs granted by the Company vest ratably over a three-year period of service.

Upon termination, unvested RSUs are forfeited immediately.

Refer to Note 18, Stock-based Compensation , for more information.

In connection with execution of the Third Amendment to the Nucynta Commercialization Agreement, the Company issued a warrant to Assertio Therapeutics, Inc.

to purchase 1,041,667 shares of common stock of the Company (the “Warrant”) at an exercise price of $ 19.20 per share.

The Warrant was set to expire in November 2022 and included customary adjustments for changes in the Company’s capitalization.

In November 2022, the Warrant was exercised through a cashless exercise and the Company issued 40,666 shares.

Share Repurchases

Prior Repurchase Program

In August 2021, the Company’s Board of Directors authorized the repurchase of up to $ 100,000 of shares of its common stock at any time or times through December 31, 2022 (the “Prior Repurchase Program”).

The Prior Repurchase Program permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act.

In October 2021, the Company’s Board of Directors authorized an accelerated share repurchase (“ASR”) program to repurchase $ 25,000 of the Company’s common stock, as part of the Company’s $ 100,000 Prior Repurchase Program.

Under the terms of the Company's ASR agreement with an investment bank, the Company paid $ 25,000 on November 15, 2021, and initially received 1,026,694 shares, representing 80 % of the upfront payment on a price per share of $ 19.48 , the closing price on the date the agreement was executed.

The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through January 7, 2022, minus an agreed upon discount between the parties.

On January 7, 2022, the ASR agreement settled and the Company received an additional 307,132 shares, bringing the total shares repurchased pursuant to the ASR agreement to 1,333,826 .

The ASR agreement was accounted for as two distinct transactions:

(1) an immediate repurchase of common stock, recorded as a treasury stock transaction, and (2) a forward contract indexed to the Company’s own stock.

The forward contract, which represented the remaining shares to be delivered by the investment bank, was recorded as a reduction to stockholders’ equity and was still outstanding as of December 31, 2021.

The Prior Repurchase Program expired on December 31, 2022.

Through December 31, 2022, the Company repurchased 3,235,823 shares at a weighted-average price of $ 19.14 per share for a total of $ 61,924 under the Prior Repurchase Program.

Repurchased shares were returned to the Company’s pool of authorized but unissued shares.

repurchased shares were recorded as treasury stock in the consolidated balance sheet.

Shares repurchased under the Prior Repurchase Program resulted in an immediate reduction of shares outstanding used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share.

As the Company was entitled to receive additional shares of its common stock in connection with the outstanding forward contracts, the receipt of additional shares of common stock was antidilutive.

Therefore, no adjustments were made in the computation of earnings per share for the period the forwards were outstanding.

2023 Repurchase Program

22 unchanged sentences

In January 2024, the Company’s Board of Directors authorized the repurchase of up to $ 150,000 of the Company’s common stock through June 30, 2025 (the “2024-2025 Repurchase Program”).

The 2024-2025 Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including

The 2024-2025 Repurchase Program permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including

pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act.

The timing and amount of any shares purchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors.

The Company plans to utilize existing cash on hand to fund share repurchases.

The timing and amount of any shares purchased on the open market were determined based on the Company’s evaluation of the market conditions, share price and other factors.

The Company utilized existing cash on hand to fund share repurchases.

In May 2024, the Company’s Board of Directors authorized an ASR program to repurchase $ 35,000 of the Company’s common stock, as part of the 2024-2025 Repurchase Program.

Under the terms of the Company’s ASR agreement with an investment bank, the Company paid $ 35,000 on May 13, 2024, and received 888,889 shares, representing 80 % of the upfront payment on a price per share of $ 31.50 , the closing price on the date the agreement was executed.

The remaining shares purchased by the Company were based on the volume-weighted average price of its common stock through July 31, 2024, minus an agreed upon discount between the parties.

In July 2024, the ASR agreement settled and the Company received an additional 173,659 shares, bringing the total shares repurchased pursuant to the ASR agreement to 1,062,548 .

In May 2025, the Company’s Board of Directors authorized an ASR program to repurchase $ 25,000 of the Company’s common stock as part of the 2024-2025 Repurchase Program.

Under the terms of the Company's ASR agreement with an investment bank, the Company paid $ 25,000 on May 9, 2025, and received 692,281 shares, representing 80 % of the upfront payment on a price per share of $ 28.89 , the closing price on the date the agreement was executed.

The remaining shares to be purchased by the Company was to be based on the volume-weighted average price of its common stock through July 29, 2025, minus an agreed upon discount between the parties.

5 unchanged sentences

Both forward contracts associated with this ASR agreement were settled and not outstanding as of December 31, 2025.

As of December 31, 2024, the Company repurchased 1,882,702 shares at a weighted-average price of $ 31.88 per share for a total of $ 60,025 , inclusive of $ 25 of fees and commissions, under the 2024-2025 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the consolidated balance sheet.

As of December 31, 2024, $ 90,000 remained available for share repurchases under the 2024-2025 Repurchase Program.

The 2024-2025 Repurchase Program expired on June 30, 2025.

Under the 2024-2025 Repurchase Program, the Company repurchased 2,704,830 shares at a weighted-average price of $ 31.43 per share for a total of $ 85,025 , inclusive of $ 25 of fees and commissions, under the 2024-2025 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the consolidated balance sheet.

2025-2026 Repurchase Program

In July 2025, the Company’s Board of Directors authorized the repurchase of up to $ 150,000 of the Company’s common stock through December 31, 2026 (the “2025-2026 Repurchase Program”).

The 2025-2026 Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act.

The timing and amount of any shares purchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors.

The Company plans to utilize existing cash on hand to fund share repurchases.

The Company has not yet repurchased shares under the 2025-2026 Repurchase Program.

Thus, $ 150,000 remained available for share repurchases under the 2025-2026 Repurchase Program as of December 31, 2025.

Stock-based Compensation

4 unchanged sentences

Beginning in February 2020 and each year thereafter, the Company granted PSUs with performance criteria related to the relative ranking of the total stockholder return (“TSR”) of the Company’s common stock for each individual year within a three-year performance period as well as the cumulative three-year performance period return relative to the TSR of certain peer companies within the S&P Pharmaceutical Select Industry Index.

TSR will be measured based on the 30-day average stock price on the first day of each period compared to the 30-day average stock price on the last day of each period.

TSR will be measured based on the 30 -day average

stock price on the first day of each period compared to the 30 -day average stock price on the last day of each period.

The PSUs subject to the annual performance criteria will vest annually, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period.

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A summary of the Company’s PSUs activity for the year ended December 31, 2025 and related information is as follows:

Weighted-Average

Shares Weighted-Average

Grant Date Fair Value

Outstanding as of December 31, 2024 329,652 $ 39.04

Granted 151,466 40.28

Vested ( 163,423 ) 32.08

Forfeited ( 38,862 ) 43.59

Performance adjustment 34,809 29.74

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A summary of the Company’s RSUs activity for the year ended December 31, 2025 and related information is as follows:

Weighted-Average

Shares Weighted-Average

Grant Date Fair Value

Outstanding as of December 31, 2024 2,483,342 $ 28.27

Granted 1,450,557 30.40

Vested ( 1,042,478 ) 27.33

Forfeited ( 274,096 ) 30.63

Outstanding as of December 31, 2025 2,617,325 $ 29.57

1 unchanged sentence

The total fair value of RSUs vested (measured on the date of vesting) for the years ended December 31, 2025, 2024 , and 2023 was $ 32,904 , $ 32,792 , and $ 17,677 , respectively.

As of December 31, 2024, the unrecognized compensation cost related to restricted stock units was $ 46,802 and is expected to be recognized as expense over approximately 2.3 years.

The weighted-average grant date fair value of restricted stock units vested during the years ended December 31, 2024, 2023, and 2022 was $ 22,346 , $ 13,398 , and $ 12,547 , respectively.

As of December 31, 2025, the unrecognized compensation cost related to RSUs was $ 48,555 and is expected to be recognized as expense over approximately 1.9 years.

Stock Options

A summary of the Company’s stock option activity for the year ended December 31, 2025 and related information is as follows:

Shares Weighted-

Exercise Price

Term (in years)

per Share Weighted-

Term (in years) Aggregate

Outstanding as of December 31, 2024 803,406 $ 20.84 4.4 $ 6,634

Exercised ( 244,245 ) 17.52

Outstanding as of December 31, 2025 559,161 $ 22.29 3.9 $ 13,425

Exercisable as of December 31, 2025 461,403 $ 20.36 2.9 $ 11,970

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows:

The Company did not grant stock options during the years ended December 31, 2025 and 2023.

The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option granted in the year ended December 31, 2024 were as follows:

Years Ended December 31,

2025 2024 2023

Risk-free interest rate — % 4.4 % — %

Volatility — % 51.7 % — %

Expected term (years) — 6.1 —

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The expected dividend yield assumption is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends.

The weighted-average grant date fair value of stock options granted for the year ended December 31, 2024 was $ 17.10 .

The Company did not grant stock options during the years ended December 31, 2025 and 2023.

The weighted-average grant date fair value of stock options granted for the year ended December 31, 2024 was $ 17.10 .

The total intrinsic value of stock options exercised for the years ended December 31, 2025, 2024 and 2023 was $ 4,514 , $ 6,833 , and $ 4,786 , respectively.

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As of December 31, 2025, there were 2,791,393 shares of common stock authorized for issuance pursuant to the employee stock purchase plan.

The expense for the years ended December 31, 2024, 2023 and 2022 was $ 310 , $ 209 and $ 117 respectively.

The compensation expense for the years ended December 31, 2025, 2024, and 2023 was $ 582 , $ 310 , and $ 209 respectively.

Stock-Based Compensation Expense

Stock-based compensation for all stock options, restricted stock awards, restricted stock units, performance share units and for the employee stock purchase plan are reported within the following:

Years Ended December 31,

Research and development

Selling, general and administrative

Total stock-based compensation expense

The provision for (benefit from) income taxes contained the following components:

The Company’s stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $ 41,906 , $ 32,400 , and $ 27,136 , respectively, and was recorded as a component of selling, general and administrative expense within the consolidated statements of operations.

As of December 31, 2025, there was approximately $ 55,564 of unrecognized compensation expense related to unvested PSUs, RSUs, and options, which is expected to be recognized as expense over a weighted average period of approximately 1.9 years.

The Company's income before tax is all related to domestic operations.

Income taxes paid, net of refunds received consisted of the following:

Year Ended December 31, 2025

Federal $ 49,788

Total income taxes paid, net of refunds received $ 60,041

No individual jurisdiction other than federal accounted for more than 5% of total taxes paid, net of refunds received.

The provision for income taxes consisted of the following:

Years Ended December 31,

2025 2024 2023

Current provision:

Federal $ 44,063 $ 45,343 $ 21,504

State 11,343 10,849 8,227

55,406 56,192 29,731

Deferred benefit:

Provision for (benefit from) income taxes

A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows:

Federal $ ( 21,098 ) $ ( 23,977 ) $ ( 1,401 )

State ( 4,559 ) ( 2,837 ) ( 752 )

( 25,657 ) ( 26,814 ) ( 2,153 )

Provision for income taxes $ 29,749 $ 29,378 $ 27,578

The following is a reconciliation of income tax expense with income taxes at the U.S.

statutory rate for the year ended December 31, 2025:

Year Ended December 31, 2025

Amount Percent

federal statutory rate $ 19,450 21.0 %

State and local income tax, net of federal income tax effect (1) 4,670 5.0 %

Nontaxable or nondeductible items

Nondeductible officer compensation 3,296 3.6 %

Stock compensation ( 1,377 ) ( 1.5 ) %

Other 2,242 2.4 %

Other adjustments 1,468 1.6 %

Total effective tax rate $ 29,749 32.1 %

(1) - For the period presented, state income taxes in Georgia, New York, California, Massachusetts, Florida, and Colorado comprise the majority of state income taxes.

During the year ended December 31, 2025, the effective tax rate was impacted by permanent differences, including nondeductible officer compensation and excess benefits from stock compensation.

Other nontaxable or nondeductible items primarily relate to nondeductible meals expense, nondeductible Branded Prescription Drug fees, and provision-to-return adjustments.

Other adjustments primarily relate to prior period adjustments to income taxes payable.

A reconciliation of income tax expense for the years ended December 31, 2024 and 2023 computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows:

Years Ended December 31,

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Stock compensation 0.8 1.0

Research and development credit

Transaction costs

Change in tax rates and other ( 0.7 ) 0.4

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Stock compensation, including the impact of excess benefits and 162(m) limitations, impacted the effective tax rate at varying percentages each year due to changes in the non-deductible amount and profit before tax.

During the year ended December 31, 2022, non-deductible transaction costs resulting from the BDSI Acquisition impacted the effective tax rate.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.

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Operating lease liabilities 1,308 1,604

Returns and discounts

Accrued rebates, returns and discounts 34,808 45,774

Stock-based compensation 8,451 7,621

Accruals and other

163(j) Carryforward

Capitalized R&D

Accrued liabilities and other 7,685 8,791

Capitalized research and development — 468

Intangible assets 45,467 37,928

1 unchanged sentence

Gross deferred tax assets:

146,969 158,722

Valuation allowance ( 5,289 ) ( 6,498 )

Total deferred tax assets:

141,680 152,224

Deferred tax liabilities:

Debt discount — ( 45 )

Operating lease assets

Operating lease right-of-use assets ( 989 ) ( 1,372 )

Intangible assets ( 25,997 ) ( 49,964 )

1 unchanged sentence

Total deferred tax liabilities:

( 29,141 ) ( 54,191 )

Net deferred tax assets $ 112,539 $ 98,033

1 unchanged sentence

In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carryback opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies.

The Company maintains a partial valuation against its federal, state, and international operating losses and federal R&D credits as of December 31, 2024.

The Company maintains a partial valuation against its federal and state net operating losses and federal R&D credits as of December 31, 2025 and 2024.

The valuation allowance was $ 5,289 and $ 6,498 as of December 31, 2025 and 2024, respectively, and reflects limitations based on the Company’s ability to use such assets prior to expiration.

The change in the valuation allowance increased the tax provision by $ 431 and $ 527 for the years ended December 31, 2024 and 2023.

The change in valuation allowance did no t impact the tax provision for the year ended December 31, 2022.

The change in the valuation allowance for the year ended December 31, 2024 was $ 717 , including $ 287 recorded through purchase accounting.

The change in the valuation allowance decreased the provision for income taxes by $ 23 in the year ended December 31, 2025 and increased the provision for income taxes by $ 431 and $ 527 in the years ended December 31, 2024 and 2023, respectively.

The Tax Cuts and Jobs Act of 2017 (“TCJA”) will generally allow losses incurred after 2017 to be carried over indefinitely but will generally limit the net operating loss (“NOL”) deduction to the lesser of the NOL carryover or 80% of a corporation’s taxable income (subject to Internal Revenue Code Sections 382 and 383).

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As of December 31, 2025, the Company had gross U.S.

federal net operating loss carryforwards of $ 102,148 , of which $ 60,160 arose prior to 2018, which are available to offset future taxable income, if any, through 2037.

federal net operating loss carryforwards of $ 66,588 , of which $ 24,600 arose prior to 2018 and are available to offset future taxable income, if any, through 2037.

The remaining $ 41,988 are available for an indefinite period.

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state net operating loss carryforwards of $ 192,380 and $ 198,986 , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2042.

As of December 31, 2024 and 2023, the Company had federal research and development tax credit carryforwards of approximately $ 1,025 .

As of December 31, 2024, the Company did no t have any state research and development tax credit carryforwards.

As of December 31, 2023, the Company had state research and development tax credit carryforwards of approximately $ 672 .

As of December 31, 2025 and 2024, the Company had federal research and development tax credit carryforwards of approximately $ 680 and $ 1,025 , respectively.

The Company has completed studies to assess the impact of ownership changes, if any, on the Company’s ability to use its NOL and tax credit carryovers as defined under Section 382 of the Internal Revenue Code (“IRC 382”).

4 unchanged sentences

As of December 31, 2025, remaining net operating losses of $ 66,588 are subject to limitation.

The Company also acquired $ 1,092 of Canadian operating losses as part of the Ironshore Acquisition on which the Company has recorded a full valuation allowance.

The Company files income tax returns in the United States and in several states.

4 unchanged sentences

Years Ended December 31,

2025 2024 2023

Gross UTB Balance as of January 1 $ 11,306 $ 11,306 $ 11,400

4 unchanged sentences

Net UTB impacting the effective tax rate as of December 31 excluding valuation allowance impacts, if any $ 10,469 $ 11,275 $ 11,275

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

During the years ended December 31, 2025, 2024 and 2023, no interest or penalties related to uncertain tax positions have been recognized in the Company’s statements of operations.

Employee Benefits

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Segment Information

The Company’s product portfolio includes Jornay, Belbuca, Xtampza ER, Nucynta IR and Nucynta ER, and Symproic.

The Company’s product portfolio includes Jornay PM, Belbuca, Xtampza ER, Nucynta IR and Nucynta ER, and Symproic.

The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”) to analyze financial performance, make decisions, and allocate resources.

The CODM is the Chief Executive Officer.

As the internal reporting is based on the consolidated results, the Company has identified one operating and reportable segment and the measure of segment profit or loss is consolidated net income (loss).

The CODM uses net income (loss) to assess actual results and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources.

As the internal reporting is based on the consolidated results, the Company has identified one operating and reportable segment and the measure of segment profit or loss is consolidated net income.

The CODM uses net income to assess actual results and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources.

The financial information regularly provided to the CODM includes consolidated cost of sales information and segment expense categories at a more disaggregated level than the consolidated statement of operations.

The significant segment expenses for functional areas exclude stock-based compensation and certain other segment expenses, and are reported for the following functional areas:

The significant segment expenses for functional areas exclude stock-based compensation and certain other segment expenses, and are reported for

the following functional areas:

corporate, medical, technical operations, and commercial.

4 unchanged sentences

Stock compensation is a significant segment expense and other segment expenses are included in Other segment items or separately stated in the table below.

The table below provides information about the Company’s segment, including segment expenses, and a reconciliation to net income (loss):

The table below provides information about the Company’s segment, including segment expenses, and a reconciliation to net income:

Years Ended December 31,

2025 2024 2023

Product revenues, net $ 780,567 $ 631,449 $ 566,767

Cost of product revenues (excluding intangible asset amortization) 95,418 88,801 94,838

Intangible asset amortization and impairment

Intangible asset amortization 221,892 165,304 145,760

Commercial expenses 161,495 91,225 68,513

7 unchanged sentences

Loss on extinguishment of debt 15,994 11,329 23,504

Provision for (benefit from) income taxes

Net income (loss)

(1) – Other segment expenses are primarily acquisition-related expenses, expenses related to the Company’s CEO transition, litigation settlements, and fair value remeasurement of contingent consideration.

Provision for income taxes 29,749 29,378 27,578

Net income $ 62,870 $ 69,190 $ 48,155

(1) – Other segment expenses are primarily acquisition-related expenses, expenses related to the Company’s CEO and other executive transitions, litigation settlements, and fair value remeasurement of contingent consideration.

Depreciation expense was $ 4,182 , $ 3,856 and $ 3,496 in the years ended December 31, 2025, 2024 and 2023, respectively.

Intangible asset amortization and impairment expense was $ 165,304 , $ 145,760 and $ 136,255 in the years ended December 31, 2024, 2023 and 2022.

Intangible asset amortization was $ 221,892 , $ 165,304 and $ 145,760 in the years ended December 31, 2025, 2024 and 2023, respectively.

Unaudited Quarterly Operating Results

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2025 and 2024:

Year Ended December 31, 2024

Year Ended December 31, 2025 First

Quarter Second

Quarter Third

Quarter Fourth

Product revenues, net $ 177,757 $ 188,000 $ 209,361 $ 205,449

1 unchanged sentence

Cost of product revenues (excluding intangible asset amortization) 24,960 24,143 24,717 21,598

Intangible asset amortization and impairment

Total cost of products revenues

Intangible asset amortization 55,473 55,473 55,473 55,473

Total cost of product revenues 80,433 79,616 80,190 77,071

Gross profit 97,324 108,384 129,171 128,378

Operating expenses

6 unchanged sentences

Loss on extinguishment of debt — — — ( 15,994 )

Income (loss) before income taxes

Income before income taxes 3,122 17,025 43,436 29,036

Provision for income taxes 705 5,042 11,929 12,073

Earnings (loss) per share — basic

Net income $ 2,417 $ 11,983 $ 31,507 $ 16,963

Earnings per share — basic $ 0.08 $ 0.38 $ 1.00 $ 0.54

Weighted-average shares — basic 31,793,739 31,810,612 31,571,410 31,652,987

Earnings (loss) per share — diluted

Earnings per share — diluted $ 0.07 $ 0.34 $ 0.84 $ 0.46

Weighted-average shares — diluted 32,840,153 39,075,703 39,439,890 40,076,457

Year Ended December 31, 2023

Year Ended December 31, 2024 First

Quarter Second

Quarter Third

Quarter Fourth

Product revenues, net $ 144,923 $ 145,276 $ 159,301 $ 181,949

1 unchanged sentence

Cost of product revenues (excluding intangible asset amortization) 18,950 19,955 21,706 28,190

Intangible asset amortization and impairment

Total cost of products revenues

Intangible asset amortization 34,517 34,515 40,801 55,471

Total cost of product revenues 53,467 54,470 62,507 83,661

Gross profit 91,456 90,806 96,794 98,288

Operating expenses

Selling, general and administrative 41,982 43,335 61,955 63,091

Gain on fair value remeasurement of contingent consideration — — — ( 2,914 )

Total operating expenses 41,982 43,335 61,955 60,177

3 unchanged sentences

Loss on extinguishment of debt — ( 7,184 ) ( 4,145 ) —

(Loss) income before income taxes

(Benefit from) provision for income taxes

(Loss) earnings per share — basic

Income before income taxes 36,622 29,097 15,580 17,269

Provision for income taxes 8,909 9,491 6,245 4,733

Net income $ 27,713 $ 19,606 $ 9,335 $ 12,536

Earnings per share — basic $ 0.86 $ 0.60 $ 0.29 $ 0.39

Weighted-average shares — basic 32,326,589 32,433,025 32,259,468 32,078,621

(Loss) earnings per share — diluted

Earnings per share — diluted $ 0.71 $ 0.52 $ 0.27 $ 0.36

Weighted-average shares — diluted 41,438,466 40,383,694 40,163,266 40,109,649

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