COLLEGIUM PHARMACEUTICAL, INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control Over Financial Reporting Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. 59 Table of Contents Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. 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. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. 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. 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 As required by Rule 13a-15(d) of the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer did not identify any change in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 60 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Collegium Pharmaceutical, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Collegium Pharmaceutical, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness 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 the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts February 26, 2026 61 Table of Contents Item 9B. Other Information 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. 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. Our Board of Directors has adopted a Code of Ethics applicable to all of our employees, executive officers and directors. The Code of Ethics is available on our website at www.collegiumpharma.com. Our Board of Directors is responsible for overseeing compliance with the Code of Ethics, and our Board of Directors or an appropriate committee thereof must approve any waivers of the Code of Ethics for employees, executive officers or directors. Disclosure regarding any amendments to the Code of Ethics, or any waivers of its requirements, will be made on our website. Insider Trading Policies Our Board of Directors has adopted an Insider Trading Policy which governs the purchase, sales, and/or other dispositions of our securities by directors, officers, and employees. Our Insider Trading Policy is attached hereto as Exhibit 19 and incorporated herein. 62 Table of Contents Item 11. Executive Compensation The information required by this Item 11 is incorporated herein by reference from our definitive proxy statement for the 2026 Annual Meeting of Shareholders under the captions “Compensation Discussion and Analysis,” “Executive Compensation” (excluding the information under the heading “Pay Versus Performance”), “Director Compensation” and “Compensation Committee Report.” Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated herein by reference from our definitive proxy statement for the 2026 Annual Meeting of Shareholders under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans.” Item 13. Certain Relationships and Related Transactions, and Director Independence 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.” Item 14. 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.” 63 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Consolidated Financial Statements Refer to Part II, Item 8 for the Consolidated Financial Statements required to be included in this Form 10 - K. Consolidated Financial Statement Schedules 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. Exhibits 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. and BioDelivery Sciences International, Inc. (1) 2.2 * Agreement and Plan of Merger, dated as of July 28, 2024, by and among Collegium Pharmaceutical Inc., Ironshore Therapeutics Inc. and Shareholder Representative Services LLC (2) 3.1 † Third Amended and Restated Articles of Incorporation of Collegium Pharmaceutical, Inc. (3) 3.2 † Amended and Restated Bylaws of Collegium Pharmaceutical, Inc. (4) 4.1 † Indenture, dated as of February 13, 2020, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (5) 4.2 † First Supplemental Indenture, dated as of February 13, 2020, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (5) 4.3 † Form of certificate representing the 2.625% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2). (5) 4.4 † Indenture, dated as of February 10, 2023, between Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (6) 4.5 † Form of certificate representing the 2.875% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.4). (6) 4.6 † Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (7) 10.1 † Office Lease agreement by and between Campanelli-Trigate 100 TCD Stoughton, LLC, and Collegium Pharmaceutical, Inc as of March 23, 2018. (8) 10.2 +† 2015 Employee Stock Purchase Plan. (9) 10.3 +† Performance Bonus Plan. (10) 10.4(a) +† 2 025 Equity Incentive Plan (19) 10.4(b) +† Form of Incentive Stock Option Award Agreement under the 2025 Equity Incentive Plan. (20) 10.4(c) +† Form of Non-Qualified Stock Option Agreement under the 2025 Equity Incentive Plan. (20) 10.4(d) +† Form of Restricted Stock Unit Award Agreement under the 2025 Equity Incentive Plan. (20) 10.4(e) +† Form of Performance-Based Restricted Stock Unit Award Agreement under the 2025 Equity Incentive Plan. (20) 10.5 † Form of Indemnification Agreement. (10) 10.6 +† Amended & Restated Employment Agreement, dated December 27, 2020, by and between Collegium Pharmaceutical, Inc. and Scott Dreyer. (12) 10.7 † License Agreement (U.S.), dated as of January 13, 2015, by and among Grünenthal GmbH, Janssen Research & Development, LLC, Assertio Therapeutics, Inc. and Collegium Pharmaceutical, Inc. (13) 10.8 † Consent Agreement, dated January 30, 2020, by and among Grünenthal GmbH, Assertio Therapeutics, Inc. and Collegium Pharmaceutical, Inc. (13) 10.9 † Settlement Agreement, dated September 29, 2020, by and among Collegium Pharmaceutical, Inc. and Teva Pharmaceuticals USA, Inc. (14) 64 Table of Contents 10.10 +† Employment Agreement, dated May 24, 2021, by and between Colleen Tupper and Collegium Pharmaceutical, Inc. (15) 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. (16) 10.13 † Exclusive License Agreement, dated April 4, 2019, between the Company and Shionogi, Inc. (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed by BDSI on March 9, 2022). (17) 10.14 +† Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Colleen Tupper. (17) 10.15 +† Amendment to Employment Agreement, dated January 20, 2022 by and between Collegium Pharmaceutical, Inc. and Scott Dreyer. (17) 10.16 +† Employment Agreement, dated March 23, 2022 by and between Collegium Pharmaceutical, Inc. and Thomas Smith. (17) 10.17 +† Employment Agreement, dated November 12, 2024 by and between Collegium Pharmaceutical, Inc. and Vikram Karnani. (21) 10.18 +† Employment Agreement, dated March 4, 2025, by and between David Dieter and Collegium Pharmaceutical, Inc. (18) 19 † Insider Trading Policy (11) 21.1 Subsidiaries of Collegium Pharmaceutical, Inc. 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. 31.1 Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes ‑ Oxley Act of 2002. 31.2 Certifying Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes ‑ Oxley Act of 2002. 32.1 Certifying Statement of the Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code. 32.2 Certifying Statement of the Chief Financial Officer pursuant to Section 1350 of Title 18 of the United States Code. 97 † Compensation Recovery Policy (11) 101 The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ____________________________________________________ † Previously filed. + Indicates management contract or compensatory plan. * Certain portions of the exhibits that are not material and would be competitively harmful if publicly disclosed have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the Securities and Exchange Commission (“SEC”) upon request. (1) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2022. (2) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2024. (3) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the SEC on August 5, 2020. (4) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on December 4, 2017. 65 Table of Contents (5) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2020. (6) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on February 13, 2023. (7) Previously filed as an exhibit to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 23, 2023. (8) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 9, 2018. (9) Previously filed as an exhibit to the registrant’s Registration Statement on Form S-8 (File No. 333-207744) filed with the SEC on November 2, 2015. (10) Previously filed as an exhibit to the registrant’s Registration Statement on Form S-1/A (File No. 333-203208) filed with the SEC on April 27, 2015. (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 Current Report on Form 8-K filed with the SEC on December 30, 2020. (13) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed with the SEC on May 7, 2020. (14) Previously filed as an exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on September 30, 2020. (15) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC August 5, 2021. (16) Previously filed as an exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024. (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. Item 16. Form 10-K Summary None. 66 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COLLEGIUM PHARMACEUTICAL, INC. By: /s/ Vikram Karnani Vikram Karnani Chief Executive Officer 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 26, 2026 Colleen Tupper /s/ Gino Santini Chairman of the Board February 26, 2026 Gino Santini /s/ Rita Balice-Gordon, Ph.D. Director February 26, 2026 Rita Balice-Gordon, Ph.D. /s/ Garen G. Bohlin Director February 26, 2026 Garen G. Bohlin /s/ John A. Fallon, M.D. Director February 26, 2026 John A. Fallon, M.D. /s/ John G. Freund, M.D. Director February 26, 2026 John G. Freund, M.D. /s/ Nancy Lurker Director February 26, 2026 Nancy Lurker /s/ Gwen Melincoff Director February 26, 2026 Gwen Melincoff /s/ Carlos Paya Director February 26, 2026 Carlos Paya 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. 67 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. Index to Consolidated Financial Statements Audited Consolidated Financial Statements Pages Report of Independent Registered Public Accounting Firm ( PCAOB ID 34 ) F-2 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 F-4 Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 , and 202 3 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023 F-6 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 202 5 , 202 4 , and 202 3 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 , and 202 3 F-8 Notes to Consolidated Financial Statements F-9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Collegium Pharmaceutical, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Collegium Pharmaceutical, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Critical Audit Matter Description Revenue is recognized when control is transferred to the customer, which occurs upon delivery, and revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer (“transaction price”). The transaction price for product sales includes variable consideration related to sales deductions and a refund liability is established for estimated product returns. 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 F-2 Table of Contents 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the return provision included the following, among others: • We tested the effectiveness of controls over the measurement and recognition of the return provision. • We evaluated the Company's methodology and significant assumptions made in developing the return provision. • We tested the completeness and accuracy of the data underlying the measurement of the return provision. • We tested the mathematical accuracy of management's underlying calculation of the return provision. • We performed a retrospective review, comparing prior period product return estimates to actual product returns. • We developed independent estimates of the return provision using historical sales and returns activity, product dating and expiration dates, and other information. /s/ Deloitte & Touche LLP Boston, Massachusetts February 26, 2026 We have served as the Company's auditor since 2016. F-3 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 231,252 $ 70,565 Marketable securities 155,427 92,198 Accounts receivable, net 211,328 228,540 Inventory 40,912 35,560 Prepaid expenses and other current assets 32,642 30,394 Restricted cash 19,850 25,000 Total current assets 691,411 482,257 Property and equipment, net 12,013 14,329 Operating lease right-of-use assets 4,187 5,822 Intangible assets, net 669,510 891,402 Restricted cash 1,056 1,047 Deferred tax assets 112,539 98,033 Other noncurrent assets 20,193 8,368 Goodwill 145,925 162,333 Total assets $ 1,656,834 $ 1,663,591 Liabilities and shareholders' equity Current liabilities Accounts payable $ 10,659 $ 3,934 Accrued liabilities 62,464 72,124 Accrued rebates, returns and discounts 318,266 338,642 Current portion of term notes payable 29,000 64,583 Current portion of operating lease liabilities 1,407 1,271 Business combination consideration payable 17,565 28,956 Deferred revenue 667 — Total current liabilities 440,028 509,510 Term notes payable, net of current portion 542,112 550,733 Convertible senior notes 238,213 237,172 Operating lease liabilities, net of current portion 4,132 5,539 Deferred royalty obligation 121,563 120,613 Deferred revenue, net of current portion 9,111 10,000 Contingent consideration — 1,182 Total liabilities 1,355,159 1,434,749 Commitments and contingencies (refer to Note 13) Shareholders’ equity: Preferred stock, $ 0.001 par value; authorized shares - 5,000,000 — — Common stock, $ 0.001 par value; authorized shares - 100,000,000 ; 40,736,330 issued and 31,707,608 outstanding shares as of December 31, 2025 and 39,646,749 issued and 31,440,155 outstanding shares as of December 31, 2024 41 40 Additional paid-in capital 624,954 590,251 Treasury stock, at cost; 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 Accumulated deficit ( 101,129 ) ( 163,999 ) Total shareholders’ equity 301,675 228,842 Total liabilities and shareholders’ equity $ 1,656,834 $ 1,663,591 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. 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 Cost of product revenues Cost of product revenues (excluding intangible asset amortization) 95,418 88,801 94,838 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 Selling, general and administrative 284,803 210,363 159,208 Gain on fair value remeasurement of contingent consideration ( 1,182 ) ( 2,914 ) — Total operating expenses 283,621 207,449 159,208 Income from operations 179,636 169,895 166,961 Interest expense ( 82,312 ) ( 73,974 ) ( 83,339 ) Interest income 11,289 13,976 15,615 Loss on extinguishment of debt ( 15,994 ) ( 11,329 ) ( 23,504 ) 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 per share — diluted $ 1.73 $ 1.86 $ 1.29 Weighted-average shares — diluted 39,701,693 40,424,180 41,788,125 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years Ended December 31, 2025 2024 2023 Net income $ 62,870 $ 69,190 $ 48,155 Other comprehensive income: Unrealized gains on marketable securities, net of tax 264 41 14 Total other comprehensive income 264 41 14 Comprehensive income $ 63,134 $ 69,231 $ 48,169 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except share data) Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income Total Shareholders’ Equity 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 Exercise of common stock options 498,008 — 8,641 — — — — 8,641 Issuance for employee stock purchase plan 26,505 — 460 — — — — 460 Vesting of RSUs and PSUs 898,817 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs ( 315,648 ) — ( 8,361 ) — — — — ( 8,361 ) Share repurchases — — — ( 3,088,069 ) ( 75,457 ) — — ( 75,457 ) 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 Exercise of common stock options 502,688 1 10,245 — — — — 10,246 Issuance for employee stock purchase plan 35,664 — 827 — — — — 827 Vesting of RSUs and PSUs 1,481,823 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs ( 565,867 ) — ( 19,170 ) — — — — ( 19,170 ) Share repurchases — — — ( 1,882,702 ) ( 60,124 ) — — ( 60,124 ) 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 Exercise of common stock options 244,245 — 4,280 — — — — 4,280 Issuance for employee stock purchase plan 50,187 — 1,363 — — — — 1,363 Vesting of RSUs and PSUs 1,205,901 1 — — — — — 1 Shares withheld for employee taxes upon vesting of RSUs and PSUs ( 410,752 ) — ( 12,846 ) — — — — ( 12,846 ) Share repurchases — — — ( 822,128 ) ( 25,005 ) — — ( 25,005 ) 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 The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2025 2024 2023 Operating activities 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 Deferred income taxes ( 25,657 ) ( 26,814 ) ( 2,153 ) Stock-based compensation expense 41,906 32,400 27,136 Non-cash lease expense (benefit) 339 ( 94 ) ( 280 ) Loss on extinguishment of debt 15,994 11,329 23,504 Non-cash interest expense for amortization of debt discount and issuance costs 5,341 6,016 8,635 Non-cash interest expense for deferred royalty obligation 950 3,713 — Net amortization of premiums and discounts on investments ( 1,072 ) ( 2,028 ) ( 1,235 ) Non-cash change in fair value of contingent consideration ( 1,182 ) ( 2,914 ) — Changes in operating assets and liabilities: 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 Accounts payable 6,718 ( 11,278 ) 5,061 Accrued liabilities ( 9,495 ) ( 39,530 ) 628 Accrued rebates, returns and discounts 2,851 387 ( 3,160 ) Operating lease assets and liabilities 25 — — Deferred revenue ( 222 ) — — Net cash provided by operating activities 329,323 204,980 274,749 Investing activities Acquisition of Ironshore (net of cash acquired) — ( 267,538 ) — Purchases of property and equipment ( 1,740 ) ( 1,652 ) ( 461 ) Purchases of marketable securities ( 126,968 ) ( 111,171 ) ( 92,351 ) Maturities and sales of marketable securities 65,176 92,602 22,000 Net cash used in investing activities ( 63,532 ) ( 287,759 ) ( 70,812 ) Financing activities Proceeds from issuances of common stock from employee stock purchase plans 1,363 827 460 Proceeds from the exercise of stock options 4,280 10,246 8,641 Payments made for employee stock tax withholdings ( 12,846 ) ( 19,170 ) ( 8,361 ) Repurchases of common stock ( 25,104 ) ( 60,025 ) ( 75,000 ) 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 ) Redemption of 2026 Convertible Notes, including premium and redemption costs — ( 33,245 ) — Repayment of assumed debt from Ironshore Acquisition — ( 164,598 ) — 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 Cash, cash equivalents and restricted cash at end of year $ 252,158 $ 96,612 $ 239,994 Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets Cash and cash equivalents $ 231,252 $ 70,565 $ 238,947 Restricted cash 20,906 26,047 1,047 Total cash, cash equivalents and restricted cash $ 252,158 $ 96,612 $ 239,994 Supplemental disclosure of cash flow information Cash paid for interest $ 68,760 $ 62,434 $ 73,256 Cash paid for income taxes $ 60,041 $ 52,090 $ 24,205 Supplemental disclosure of non-cash activities 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 Acquisition date fair value of contingent consideration — 4,096 — Business combination consideration payable — 28,956 — The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents COLLEGIUM PHARMACEUTICAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Nature of Business Organization Collegium Pharmaceutical, Inc. (the “Company” or “Collegium”) was incorporated in Delaware in April 2002 and then reincorporated in Virginia in July 2014. The Company has its principal operations in Stoughton, Massachusetts. 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, 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 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. The principal risks include inability to continue successfully commercializing products, changing market conditions for products and development of competing products, changing regulatory environment and reimbursement landscape, product-related litigation, manufacture of adequate commercial inventory, inability to secure adequate supplies of active pharmaceutical ingredients, key personnel retention, protection of intellectual property, and patent infringement litigation. 2. Summary of Significant Accounting Policies Basis of Accounting The consolidated financial statements include the accounts of Collegium Pharmaceutical, Inc. as well as the accounts of its subsidiaries. The consolidated financial statements are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Estimates in the Company’s consolidated financial statements include revenue recognition, including the estimates of product returns, discounts and allowances related to commercial sales of products, estimates related to the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets and the fair value of inventory acquired, estimates utilized in the ongoing valuation of inventory related to potential unsalable product, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of goodwill and intangible assets, future payments under the deferred royalty obligation, and deferred tax valuation allowances. 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’s actual results may differ from these estimates under different assumptions or conditions. F-9 Table of Contents Fair Value Measurements Fair value measurements and disclosures describe the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows: Level 1 inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities. An active market is defined as a market where transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3 inputs: Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. The Company’s approach to fair value measurement is aligned with its investment policy focused on capital preservation. The Company invests in instruments within defined credit parameters to minimize credit risk while ensuring liquidity. There were no transfers between Levels 1, 2 and 3 during the years ended December 31, 2025 and 2024. 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. Total Quoted Prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2025 Assets Cash equivalents: Money market funds $ 119,363 $ 119,363 $ — $ — Marketable securities: Corporate debt securities 140,261 — 140,261 — U.S. Treasury Securities 2,959 — 2,959 — Government-sponsored securities 5,000 — 5,000 — Commercial paper 7,207 — 7,207 — Total assets measured at fair value $ 274,790 $ 119,363 $ 155,427 $ — December 31, 2024 Assets Cash equivalents: Money market funds $ 36,153 $ 36,153 $ — $ — Commercial paper 1,993 — 1,993 — Marketable securities: Corporate debt securities 82,679 — 82,679 — 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 $ — Liabilities Contingent consideration 1,182 — — 1,182 Total liabilities measured at fair value $ 1,182 $ — $ — $ 1,182 F-10 Table of Contents Contingent Consideration The Company’s contingent consideration liability is related to the Ironshore Acquisition in 2024. 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. The Company classifies its contingent consideration liability as a Level 3 fair value measurement based on the significant unobservable inputs used to estimate fair value. The key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, such as the probability and timing of projected revenues. Change in the Fair Value of Contingent Consideration The following table provide a reconciliation of the beginning and ending balances related to the contingent consideration for the Ironshore Acquisition: Ironshore Acquisition Contingent Consideration Balance as of December 31, 2023 $ — Acquisition date fair value 4,096 Gain on fair value remeasurement of contingent consideration ( 2,914 ) 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 Convertible Senior Notes 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 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 The Company’s term notes fall into the Level 2 category within the fair value level hierarchy and the fair value was determined using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals. As of December 31, 2025 and 2024, the carrying amount of the term notes reasonably approximated the estimated fair value. Deferred Royalty Obligation The Company’s deferred royalty obligation was assumed as part of the Ironshore Acquisition in 2024. Refer to Note 15, Deferred Royalty Obligation , for more information. 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. F-11 Table of Contents Other Assets and Liabilities 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 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. 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. 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. 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 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. Cash and Cash Equivalents Cash and cash equivalents include cash in readily available checking and savings accounts, including bank deposits, investments in money market funds, and commercial paper. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Restricted Cash 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, 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. The remaining amounts in restricted cash represent cash held in a depository account at a financial institution to collateralize conditional standby letters of credit for the Company’s lease of its corporate headquarters and its leases of vehicles for its field-based employees. Marketable Securities As of December 31, 2025 and 2024, the Company’s marketable securities consisted of investments in available-for-sale corporate debt, commercial paper, U.S. Treasury, and government-sponsored securities with readily determinable fair values. The Company classifies available-for-sale marketable securities as current assets on its consolidated balance sheets. The Company records interest earned and net amortization of premiums and discounts on investments within interest income on its consolidated statements of operations. The Company records unrealized gains (losses) on available-for-sale debt securities as a component of “ Accumulated other comprehensive income,” which is a separate component of shareholders’ equity on its consolidated balance sheets, until such gains and losses are realized. Realized gains and losses are determined using the specific identification method. F-12 Table of Contents For available-for-sale debt securities with unrealized losses, the Company assesses whether a credit loss allowance is required using an expected loss model. This process involves evaluating whether the fair value of an investment is recoverable when compared to its amortized cost. If an increase in fair value is observed, the Company may reduce any previously recognized credit losses. In determining whether impairments are other-than-temporary, the Company considers its ability and intention to hold the investment until market price recovery, as well as issuer-specific credit ratings, historical losses, and current economic conditions. The Company generally intends to retain investments until their amortized cost is recovered and did not identify any investments with other-than-temporary impairment as of December 31, 2025 and 2024. Inventory Inventories are stated at the lower of cost or net realizable value. Inventory costs consist of costs related to the manufacturing of the Company’s products, which are primarily the costs of contract manufacturing and active pharmaceutical ingredients. The Company determines the cost of its inventories on a specific identification basis and removes amounts from inventories on a first-in, first-out basis. If the Company identifies excess, obsolete or unsalable items, inventories are written down to their realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand and the expected shelf-life of the inventory components. The Company outsources the manufacturing of its products to contract manufacturers. In addition, the Company currently relies on a sole supplier or a limited number of suppliers for the active pharmaceutical ingredients in its products. Accordingly, the Company has concentration risk associated with its commercial manufacturing. The Company expects to use the inventory that is classified within current assets on its consolidated balance sheet over its operating cycle. Inventory that is not expected to be used over the Company’s operating cycle is classified as a non-current asset. Refer to Note 8, Inventory , for further information. Business Combination Accounting and Valuation of Acquired Assets To determine whether acquisitions should be accounted for as a business combination or as an asset acquisition, the Company makes certain judgments regarding whether the acquired set of activities and assets meets the definition of a business. Judgment is required in assessing whether the acquired processes or activities, along with their inputs, would be substantive to constitute a business, as defined by U.S. GAAP. The acquisition method of accounting requires the recognition of assets acquired and liabilities assumed at their acquisition date fair values. 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. The fair value of acquired inventory is based on inventory cost and other assumptions. The cash flow projections are based on management's estimates of economic and market conditions including the estimated future cash flows from revenues of acquired assets, the timing and projection of costs and expenses and the related profit margins, tax rates, and an appropriate discount rate. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. Goodwill is not amortized but is subject to impairment testing at least annually as of October 1 or when a triggering event occurs that could indicate a potential impairment. In performing the goodwill impairment test, the Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying value. Alternatively, the Company may elect to proceed directly to the quantitative impairment test. In performing the quantitative analysis, the Company compares the fair value of the reporting unit with its carrying amount, including goodwill. 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. Intangible Assets The Company records the fair value of finite-lived intangible assets as of the transaction date. 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 F-13 Table of Contents 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. Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost. Maintenance and repair costs are expensed as incurred. Costs which materially improve or extend the lives of existing assets are capitalized. 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 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. Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded in the statements of operations. Leases 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 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. The Company does not have any financing lease arrangements. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, operating lease assets, and definite-lived intangible assets. The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indications of impairment exist, projected future undiscounted cash flows associated with the asset (or asset group) would be compared to the carrying value of the asset to determine whether the asset's value is recoverable. If impairment is determined, the Company records an impairment loss equal to the excess of the carrying value of the long-lived asset over its estimated fair value in the period at which such a determination is made. Revenue Recognition The Company’s revenue is from sales of the Company’s products, which are primarily sold to wholesale pharmaceutical distributors, which in turn sell the product to pharmacies for the treatment of patients. The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Refer to Note 3, Revenue from Contracts with Customers , for more information. F-14 Table of Contents Deferred Royalty Obligation 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 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 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 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. Research and Development Costs Research and development expenses have historically consisted of product development expenses incurred in identifying, developing, and testing product candidates. Product development expenses primarily consisted of labor, benefits, and related employee expenses for personnel directly involved in product development activities, fees paid to contract research organizations for managing clinical and non-clinical trials, and regulatory costs. Since April 1, 2022, the Company has focused entirely on commercial products rather than research and development and redirected resources from research and development activities. As such, there were no expenses incurred in research and development after the three months ended March 31, 2022. Advertising and Product Promotion Costs Advertising and product promotion costs are included in selling, general and administrative expenses and were $ 27,779 , $ 10,663 , and $ 7,406 in the years ended December 31, 2025, 2024, and 2023, respectively. Advertising and product promotion costs are expensed as incurred. Stock-Based Compensation The Company accounts for grants of stock options, restricted stock units and performance share units to employees, as well as to the Board of Directors, based on the grant date fair value and recognizes compensation expense over the vesting period, net of actual forfeitures. For awards with service conditions, the Company recognizes compensation expense on a straight-line basis. The Company estimates the grant date fair value of stock options using the Black-Scholes option pricing model. The Company estimates the grant date fair value of restricted stock units based on the fair value of the underlying common stock. For awards with performance conditions, the Company estimates the number of shares that will vest based upon the probability of achieving performance metrics. For awards with market conditions, the Company recognizes compensation expense on an accelerated attribution basis. The Company estimates the grant date fair value of awards with market conditions using the Monte Carlo model. Income Taxes The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more-likely-than-not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and the absence of carryback available from results of recent operations. F-15 Table of Contents The Company records uncertain tax positions on the basis of a two-step process whereby: (i) management determines whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company will recognize interest and penalties related to uncertain tax positions within income tax expense. Any accrued interest and penalties will be included within the related tax liability. Earnings per Share Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. 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, 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 Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. 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, 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. Recently Adopted Accounting Pronouncements 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 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. 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) . The amendments in this update require disclosure of specified information about certain costs and expenses. This update is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20) . The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This update is effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements. Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption. F-16 Table of Contents 3. Revenue from Contracts with Customers The Company’s revenue to date is from sales of the Company’s products, which are primarily sold to wholesalers (customers), which in turn sell the product to pharmacies or other outlets for the treatment of patients. Revenue Recognition The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements with a customer, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. 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. 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. Performance Obligations The Company determined that performance obligations are satisfied, and revenue is recognized when a customer takes control of the Company’s product, which occurs at a point in time. This generally occurs upon delivery of the products to customers, at which point the Company recognizes revenue and records accounts receivable. Payment is typically received 30 to 90 days after satisfaction of the Company’s performance obligations. Transaction Price and Variable Consideration Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). The transaction price for product sales includes variable consideration related to sales deductions, including: (i) rebates and incentives, including managed care rebates, government rebates, co-pay program incentives, and sales incentives and allowances; (ii) product returns, including return estimates; and (iii) trade allowances and chargebacks, including fees for distribution services, prompt pay discounts, and chargebacks. The Company will estimate the amount of variable consideration that should be included in the transaction price under the expected value method for all sales deductions other than trade allowances, which are estimated under the most likely amount method. These provisions reflect the expected amount of consideration to which the Company is entitled based on the terms of the contract. In addition, the Company made a policy election to exclude from the measurement of the transaction price all taxes that are assessed by a governmental authority that are imposed on revenue-producing transactions. The Company bases its estimates of variable consideration, which could include estimates of future rebates, returns, and other adjustments, on historical data and other information. Estimates include: (i) timing of the rebates and returns incurred; (ii) pricing adjustments related to rebates and returns; and (iii) the quantity of product that will be rebated or returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Rebates and Incentives Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales. As the Company’s rebates and incentives are based on products dispensed to patients, the Company is required to estimate the expected value of claims at the time of product delivery to wholesalers. Given that wholesalers sell the product to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly after the related sales are recognized. The Company’s estimates of these claims are based on the historical experience of existing or similar programs, including current contractual and statutory requirements, specific known market events and trends, industry data, and estimated distribution channel inventory levels. Accruals and related reserves required for rebates and incentives are adjusted as new information becomes available, including actual claims. If actual results vary, the Company may need to adjust future estimates, which could have an effect on earnings in the period of the adjustment. F-17 Table of Contents Product Returns Provisions for product returns are based on product-level returns rates, including processed as well as unprocessed return claims, in addition to relevant market events and other factors. Estimates of the future product returns are made at the time of revenue recognition to determine the amount of consideration to which the Company expects to be entitled (that is, excluding the products expected to be returned). 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. 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). The Company provides the right of return to its customers for an 18 -month window beginning six months prior to expiration and up until twelve months after expiration. The Company’s customers short-pay an existing invoice upon notice of a product return claim. Adjustments to the preliminary short-paid claims are processed when the return claim is validated and finalized. The Company’s return policy requires that product is returned and that the return is claimed within the 18 -month window. Trade Allowances and Chargebacks Provisions for trade allowances and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual trade allowances and chargebacks processed relating to sales recognized. 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 is 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. Significant Judgments Significant judgment is required to determine the variable consideration included in the transaction price as described above. Adjustments to the estimated variable consideration included in the transaction price occurs when new information indicates that the estimate should be revised. If the value of accepted and processed claims is different than the amount estimated and included in variable consideration, then adjustments would impact product revenues, net and earnings in the period such revisions become known. The amount of variable consideration ultimately received and included in the transaction price may materially differ from the Company’s estimates, resulting in additional adjustments recorded to increase or decrease product revenues, net. F-18 Table of Contents 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: Rebates and Incentives (1) Product Returns (2) Trade Allowances and Chargebacks (3) Balance as of December 31, 2022 $ 156,937 $ 73,554 $ 22,058 Provision related to current period sales 424,013 41,993 149,976 Changes in estimate related to prior period sales ( 4,802 ) 4,268 555 Credits/payments made ( 426,322 ) ( 42,310 ) ( 151,672 ) 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 Changes in estimate related to prior period sales 372 1,962 ( 86 ) Credits/payments made ( 447,630 ) ( 55,403 ) ( 166,626 ) Balance as of December 31, 2024 $ 191,508 $ 147,134 $ 38,512 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 Credits/payments made ( 498,162 ) ( 36,146 ) ( 220,785 ) Balance as of December 31, 2025 $ 170,592 $ 147,674 $ 32,150 (1) Provisions for rebates and incentives includes managed care rebates, government rebates and co-pay program incentives. Provisions for rebates and incentives are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s consolidated balance sheets. (2) Provisions for product returns are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Consolidated Balance Sheets. (3) Provisions for trade allowances and chargebacks include fees for distribution service fees, prompt pay discounts, and chargebacks. 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. Disaggregation of Revenue The Company discloses disaggregated revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As such, the Company disaggregates its product revenues, net from contracts with customers by product, as disclosed in the table below. 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 PM in September 2024 following the acquisition of Ironshore. Refer Note 4, Acquisition , for further information. F-19 Table of Contents Contract Liabilities The Company’s contract liabilities, or deferred revenue, primarily relate to contracts where the Company has received payment, but it has not yet satisfied or fully satisfied the related performance obligations. 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 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 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. The Company identified one combined performance obligation in the contract related primarily to the sale of products. The up-front payment will be recognized as revenue as product sales are made over the term of the contract. 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. 4. Acquisition Ironshore Acquisition On September 3, 2024, the Company closed the Ironshore Acquisition. 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. The Company obtained control through the acquisition of shares in an all-cash transaction which closed on September 3, 2024 (“the Acquisition Date”). The acquisition consideration includes payments for the Ironshore equity and assumption of certain of its debt. The Company deposited $ 25,000 into escrow at closing, 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. 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 Amount Fair value of purchase price consideration paid at closing: Initial cash consideration $ 276,888 Deferred payments and contingent consideration: Cash held in escrow related to indemnification and other settlements 18,120 Other deferred consideration 7,000 Fair value of contingent consideration 4,096 Total purchase consideration $ 306,104 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. F-20 Table of Contents 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: Amounts Recognized at the Acquisition Date Assets Acquired Cash and cash equivalents $ 9,350 Accounts receivable 44,593 Inventory 17,155 Prepaid expenses and other current assets 8,620 Property, plant and equipment, net 541 Intangible assets 635,000 Right-of-use assets 800 Deferred tax assets 33,921 Total assets $ 749,980 Liabilities Assumed Accounts payable $ 6,656 Accrued liabilities 73,437 Accrued rebates, returns and discounts 87,697 Borrowings 8,954 Lease liabilities 800 Senior secured notes payable 151,500 Deferred royalty obligation 116,900 Deferred revenue 10,000 Total liabilities $ 455,944 Total identifiable net assets acquired 294,036 Goodwill 12,068 Total consideration transferred $ 306,104 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 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. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes. Total revenues attributable to Ironshore from the Acquisition Date through December 31, 2024 were $ 37,239 . However, earnings attributable to Ironshore from the Acquisition Date through December 31, 2024 are not distinguishable due to the rapid integration of Ironshore’s core operations into the Company. F-21 Table of Contents Unaudited Pro Forma Summary of Operations The following table shows the unaudited pro forma summary of operations for the twelve months ended December 31, 2024 and 2023, as if the Ironshore Acquisition had occurred on January 1, 2023. 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, 2023, and is not indicative of what such results would be expected for any future period (in thousands): Years Ended December 31, 2024 2023 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. The summary pro forma financial information primarily reflects the following pro forma adjustments: • Employee severance-related expense of $ 10,360 was reflected as of January 1, 2023; • The Company’s acquisition-related transaction costs of $ 9,046 were reflected as of January 1, 2023; • Additional 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 additional borrowings on the 2024 Term Loan as defined in Note 14, Debt, and elimination of certain Ironshore debt. In addition, all of the above adjustments were adjusted for the applicable tax impact. Acquisition Related Expenses 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, 2025 2024 Employee-related expenses $ 515 $ 10,360 Transaction costs 38 9,046 Ironshore directors and officers insurance — 1,090 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 F-22 Table of Contents 5. 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 In connection with the acquisition of the Nucynta Products from Assertio Therapeutics, Inc. (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 % 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 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”). Pursuant to the terms of the Shionogi License Agreement, tiered royalty payments on net sales of Symproic in the Shionogi Territory are payable quarterly based on a royalty rate that ranges from 8.5 % to 17.5 % (plus an additional 1 % of net sales on a pass-through basis to a third-party licensor of Shionogi) based on volume of net sales and whether Symproic is being sold as an authorized generic. Unless earlier terminated, the Shionogi License Agreement will continue in effect until the expiration of the royalty obligations, as defined therein. Upon expiration of the Shionogi License Agreement, all licenses granted for Symproic in the Shionogi Field and in the Shionogi Territory survive and become fully-paid, royalty-free, perpetual and irrevocable. BDSI and Shionogi also had entered into a supply agreement under which Shionogi will supply Symproic at cost plus an agreed upon markup. In the event that Symproic is sourced from a third-party supplier, Shionogi would continue to supply naldemedine tosylate for use in Symproic manufacturing at cost plus such agreed upon markup for the duration of the Shionogi License Agreement. 6. Earnings Per Share Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. 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 (“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. F-23 Table of Contents The following table presents the computations of basic and dilutive earnings per common share: Years Ended December 31, 2025 2024 2023 Numerator: 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 — diluted $ 68,877 $ 75,053 $ 54,044 Denominator: Weighted-average shares outstanding — basic 31,706,429 32,273,850 33,741,213 Effect of dilutive securities: Stock options 243,041 369,662 271,540 Restricted stock units 1,017,568 1,064,851 714,190 Performance share units 128,350 109,512 267,761 Convertible senior notes 6,606,305 6,606,305 6,793,421 Weighted average shares outstanding — diluted 39,701,693 40,424,180 41,788,125 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. The Company uses the if-converted method for the convertible senior notes. The following table presents dilutive securities excluded from the calculation of diluted earnings per share: Years Ended December 31, 2025 2024 2023 Stock options 130,344 130,344 259,405 Restricted stock units 26,765 232,269 31,050 Performance share units 217,490 232,572 308,680 Employee stock purchase plan 37,593 17,946 18,591 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. F-24 Table of Contents 7. Marketable Securities Available-for-sale debt securities were classified on the consolidated balance sheets at fair value as follows: December 31, 2025 December 31, 2024 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, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate debt securities $ 139,833 $ 487 $ ( 59 ) $ 140,261 U.S. Treasury securities 2,957 2 — 2,959 Government-sponsored securities 4,999 2 ( 1 ) 5,000 Commercial paper 7,206 1 — 7,207 Total $ 154,995 $ 492 $ ( 60 ) $ 155,427 December 31, 2024 Corporate debt securities $ 82,611 $ 161 $ ( 93 ) $ 82,679 U.S. Treasury securities — — — — 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: December 31, 2025 December 31, 2024 Matures within one year $ 52,078 $ 50,469 Matures after one year through five years 103,349 43,722 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 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. The Company reviews its investments for other-than-temporary impairment whenever the fair value of an investment is less than amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. The Company generally does not intend to sell any investments prior to recovery of their amortized cost basis for any investment in an unrealized loss position. As such, the Company did not hold any securities with other-than-temporary impairment as of December 31, 2025 or 2024. F-25 Table of Contents 8. Inventory Inventory consisted of the following: Years Ended December 31, 2025 2024 Raw materials $ 18,963 $ 12,531 Work in process 15,094 13,163 Finished goods 20,869 17,812 Total inventory $ 54,926 $ 43,506 Long-term inventory is included in other noncurrent assets in the Company’s consolidated balance sheet. The balance sheet classification of inventory consisted of the following: Years Ended December 31, 2025 2024 Inventory $ 40,912 $ 35,560 Other noncurrent assets 14,014 7,946 Total inventory $ 54,926 $ 43,506 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. 9. Prepaid Expenses and Other Assets Prepaid expenses and other current assets consisted of the following: Years Ended December 31, 2025 2024 Prepaid co-pay program incentives $ 12,163 $ 9,282 Prepaid regulatory fees 7,960 7,270 Other prepaid expenses 6,243 4,757 Other current assets 3,239 2,742 Prepaid income taxes 2,478 3,071 Prepaid insurance 559 632 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, 2025 2024 Long-term inventory $ 14,014 $ 7,946 Deferred debt discounts and issuance costs for 2025 Credit Facility 6,175 — Other 4 422 Other noncurrent assets $ 20,193 $ 8,368 F-26 Table of Contents 10. Property and Equipment Property and equipment consisted of the following: Years Ended December 31, 2025 2024 Computers and office equipment $ 2,837 $ 3,437 Laboratory equipment 417 436 Furniture and fixtures 1,154 1,154 Manufacturing equipment 21,170 20,803 Leasehold improvements 1,231 1,231 Construction-in-process 1,746 802 Total property and equipment 28,555 27,863 Less: accumulated depreciation ( 16,542 ) ( 13,534 ) Property and equipment, net $ 12,013 $ 14,329 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. 11. Goodwill and Intangible Assets 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: Amount Balance as of December 31, 2023 $ 133,857 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, 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 F-27 Table of Contents 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) 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. As of December 31, 2025, the remaining amortization expense expected to be recognized is as follows: 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 12. Accrued Liabilities Accrued liabilities consisted of the following: As of December 31, 2025 2024 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 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 inventory 2,809 6,073 Liability for cash-settled share-based awards assumed from Ironshore Acquisition 2,435 3,044 Accrued audit and legal 1,703 1,848 Accrued severance expense related to Ironshore Acquisition — 510 Accrued other operating costs 5,171 4,758 Total accrued liabilities $ 62,464 $ 72,124 F-28 Table of Contents 13. Commitments and Contingencies Legal Proceedings From time to time, the Company may face legal claims or actions in the normal course of business. Except as disclosed below, the Company is not currently a party to any material litigation. Xtampza ER Litigation On March 24, 2015, Purdue sued the Company in the U.S. District Court for the District of Delaware asserting infringement of three of Purdue’s Orange Book-listed patents (Patent Nos. 7,674,799, 7,674,800, and 7,683,072) and a non-Orange Book-listed patent (Patent No. 8,652,497). The lawsuit was initiated in response to the Company filing the New Drug Application (“NDA”) for Xtampza ER as a 505(b)(2) application referencing data from Purdue’s OxyContin NDA, and under the Drug Price Competition and Patent Term Restoration Act of 1984, triggered a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated. The Delaware court transferred the case to the District of Massachusetts. After the Company filed a partial motion for judgment on the pleadings relating to the Orange Book-listed patents, the District Court of Massachusetts ordered judgment in the Company’s favor on those three patents, and dismissed the claims which lifted the 30 -month stay of FDA approval. Following this judgment, the Company obtained final approval for Xtampza ER and launched commercially. Purdue subsequently filed two follow-on lawsuits asserting infringement of two patents that had been late-listed in the Orange Book and, therefore, could not trigger any stay of FDA approval: Purdue asserted infringement of Patent No. 9,073,933 in November 2015 and Patent No. 9,522,919 in April 2017. In addition, Purdue invoked two non-Orange Book-listed patents, filing suit in June 2016 asserting infringement of Patent No. 9,155,717 and in September 2017, asserting infringement of Patent No. 9,693,961. On March 13, 2018, the Company filed a Petition for Post-Grant Review (“PGR”) of the ʼ961 patent with the Patent Trial and Appeal Board (“PTAB”). The PGR argued that the ʼ961 patent is invalid. On November 21, 2017, the Court issued its claim construction ruling, construing certain claims of the ʼ933, ʼ497, and ʼ717 patents. The Court issued an order on September 28, 2018, in which it ruled that the Xtampza ER formulation does not infringe the ʼ497 and ʼ717 patents. On September 15, 2019, Purdue commenced chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York. Later in September 2019, Purdue gave the District Court of Massachusetts, as well as the PTAB, notice of its bankruptcy filing and sought the imposition of an automatic stay of proceedings. Both the Court and the PTAB granted Purdue’s requests to stay the pending matters. On September 1, 2020, the Bankruptcy Court entered an Order, lifting the automatic stays in both the District of Massachusetts and PTAB proceedings. On September 11, 2020, Purdue filed a motion to terminate the PTAB action on the basis that those proceedings had gone beyond the 18 -month statutory period. On November 19, 2021, the PTAB: (i) denied Purdue’s motion to terminate the PGR; and (ii) issued its Final Written Decision, finding that the asserted claims of the ʼ961 patent were invalid for lack of written description and anticipation. Purdue appealed the decision to Federal Circuit, which issued its decision on November 21, 2023, affirming the authority of the PTAB to issue its Final Written Decision and upholding the PTAB’s finding of invalidity relative to the ’961 patent. On April 2, 2021, the Court granted Purdue’s Motion to Lift the Stay in the District of Massachusetts that was entered following Purdue’s Notice of Bankruptcy. On April 9, 2021, Purdue filed another follow-on lawsuit asserting infringement of U.S. Patent No. 10,407,434. The Company responded to Purdue’s complaint with a motion to dismiss. On May 21, 2021, and in response to the Company’s motion to dismiss, Purdue filed an amended complaint. The Company renewed its motion to dismiss on June 4, 2021, arguing: (i) Purdue cannot, as a matter of law, state a claim for infringement under § 271(e)(2)(A); (ii) Purdue cannot, as a matter of law, state a claim for product-by-process infringement under §271(g); and (iii) Purdue has not alleged facts sufficient to support any indirect infringement theory under §271(b) or (c). The Court held a hearing on the Company’s motion to dismiss on October 13, 2021, and the motion is pending before the Court. F-29 Table of Contents Like the prior follow-on lawsuits, the ’434 patent litigation was consolidated into the lead case and a scheduling order was entered. On May 15, 2023, the Court issued an order that: (i) vacated the existing deadlines with respect to the ʼ933, ʼ919, and ʼ434 patents and stayed the case pending the Federal Circuit’s decision in a different litigation that invalidated certain claims of the ʼ933 and ʼ919 patents; and (ii) continued the existing stay concerning the ʼ961 patent pending resolution of Purdue’s appeal rights relating to the decision invalidating the claims of the ʼ961 patent. The Court has not set a deadline for dispositive motions or trial. The remaining patents-in-suit in the lead consolidated action in the District of Massachusetts are the ʼ933, ʼ919, ʼ434, and ʼ961 patents. Purdue has made a demand for monetary relief, and requested a judgment of infringement, an adjustment of the effective date of FDA approval, and an injunction on the sale of the Company’s products accused of infringement. The Company has denied all claims and has requested a judgment that the remaining asserted patents are invalid and/or not infringed; the Company is also seeking a judgment that the case is exceptional and has requested an award of the Company’s attorneys’ fees for defending the case. The Company plans to defend this case vigorously. 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. Nucynta Litigation On February 7, 2018, Purdue filed a patent infringement suit against the Company in the U.S. District Court for the District of Delaware, in which it argues that the Company’s sale of immediate-release and extended-release Nucynta infringes U.S. Patent Nos. 9,861,583, 9,867,784, and 9,872,836. On December 6, 2018, the Company filed an Amended Answer asserting an affirmative defense for patent exhaustion. On December 10, 2018, the Court granted the parties’ stipulation for resolution of the Company’s affirmative defense of patent exhaustion and stayed the action, with the exception of briefing on and resolution of the Company’s Motion for Judgment on the Pleadings related to patent exhaustion and any discovery related to that Motion. Also, on December 10, 2018, the Company filed a Rule 12(c) Motion for Judgment on the Pleadings, arguing that Purdue’s claims were barred by the doctrine of patent exhaustion. On June 19, 2019, the Court issued an order calling for discovery on a factual predicate for the patent exhaustion defense and noted that the case remained “stayed with the exception of discovery and briefing on and resolution of the Company’s anticipated motion for summary judgment based on patent exhaustion.” On September 19, 2019, Purdue notified the Court of its bankruptcy filing and sought an automatic stay of proceedings, which was granted. 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. 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. Opioid-Related Request and Subpoenas The Company, like several other pharmaceutical companies, has received subpoenas or civil investigative demands related to opioid sales and marketing practices, from the Offices of the Attorney General of Washington, New Hampshire, Maryland, and Massachusetts. On December 16, 2021, the Company entered into an Assurance of Discontinuance with the Massachusetts Attorney General’s Office. The Company is currently cooperating with each of the remaining states in their respective investigations. F-30 Table of Contents Aquestive Litigation On September 22, 2014, Reckitt Benckiser, Inc., Indivior PLC (formerly RB Pharmaceuticals Limited, “Indivior”), and Aquestive Therapeutics, Inc. (formerly MonoSol Rx, “Aquestive”) (collectively, the “RB Plaintiffs”) filed an action in the District Court in the District of New Jersey alleging patent infringement against BDSI related to its Bunavail product. The RB Plaintiffs claimed that Bunavail, whose formulation and manufacturing processes have never been disclosed publicly, infringed U.S. Patent No. 8,765,167 (the “’167 Patent”). On January 13, 2017, Aquestive filed a complaint in the District Court for the District of New Jersey against BDSI alleging Belbuca also infringed the ’167 Patent. On March 8, 2023, the parties filed a stipulation of dismissal after agreeing to settle the dispute. Under the terms of the settlement agreement, BDSI resolved both the Bunavail and Belbuca litigations in exchange for a one-time, lump-sum payment of $ 8,500 to Aquestive, which was recognized as an expense included in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2023. Litigation Related to the BDSI Acquisition On February 25, 2022, in connection with the BDSI Acquisition, a purported individual stockholder of BDSI filed a complaint in the District Court for the Southern District of New York naming as defendants BDSI and each member of its Board of Directors as of the date of the Merger Agreement (“ Stein Action”). On February 28, 2022, two additional cases were filed by purported individual stockholders of BDSI in the same court: the “ Sanford Action” and the “ Higley Action.” In March 2022, two additional cases were filed by purported individual stockholders of BDSI in the District Court for the Eastern District of New York: the “ Justice Action” and the “Zomber Action” (together with the Stein , Sanford , and Higley Actions, the “Actions”). The Actions and any similar subsequently filed cases involving BDSI, its officers or Board of Directors, or any committee thereof, and/or any of the Company’s officers or directors relating directly or indirectly to the Merger Agreement, the BDSI Acquisition or any related transaction, are referred to as the “Merger Litigations.” The Merger Litigations filed to date generally allege that the Schedule 14D-9 is materially incomplete and misleading. The Merger Litigations assert violations of Section 14(e) of the Exchange Act and violations of Section 20(a) of the Exchange Act against BDSI’s Board of Directors. 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. 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”). In March 2022 , BDSI received demand letters from four purported stockholders alleging that the Schedule 14D-9 omits purportedly material information relating to the Merger (collectively, the “Demand Letters”). Plaintiffs in the Higley, Zomber, and Justice Actions each filed a notice of voluntary dismissal of their complaint in the second quarter of 2022. On July 28, 2022, plaintiff in the Sanford Action filed a partial voluntary dismissal of the individual named defendants, and on October 26, 2022, filed a notice of voluntary dismissal of the BDSI defendant. On February 17, 2023, the Stein Action was dismissed. 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. Alvogen 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. Patent Nos. 8,147,866, 9,655,843 and 9,901,539 (collectively, “the BEMA patents”) . This complaint followed receipt by BDSI on July 30, 2018 of a Paragraph IV Patent Certification from Alvogen stating it had filed an abbreviated New Drug Application (“ANDA”) with the FDA for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, 600 mcg, 750 mcg and 900 mcg. F-31 Table of Contents A three-day bench trial was held from March 1-3, 2021. On December 20, 2021, the Court issued an opinion upholding the validity of certain claims in BDSI’s ʼ866 patent and certain claims in the ’539 patent. The Court entered final judgment on January 21, 2022 upholding the validity of claims of the ’866 and ’539 patents and thereby extended the effective date of any final approval by the FDA of Alvogen’s ANDA until December 21, 2032, (the expiration date of the ’539 patent) and enjoining Alvogen from commercially launching its ANDA products until December 21, 2032. Alvogen filed a motion to stay certain provisions of the final judgment. BDSI filed an opposition to Alvogen’s request for a stay. The Court retained jurisdiction to decide BDSI’s motion for contempt, which was filed on September 21, 2021. Alvogen filed a notice of appeal to the Federal Circuit seeking to reverse the Court’s final judgment. Separately, BDSI filed a cross-appeal to the Federal Circuit seeking to reverse the Court’s opinion that claims 3 and 10 of the ʼ866 patent and claims 8, 9 and 20 of the ’843 patent are invalid and thus, Alvogen is not liable for infringement of those claims, as well as any other ruling decided adversely to BDSI. On December 21, 2022, the Federal Circuit affirmed the district court judgment that certain claims of the ʼ866 and ʼ539 patent were not invalid as obvious. The Federal Circuit also vacated the district court’s judgment that certain claims of the ʼ866 and ʼ843 patent were invalid as obvious and remanded to the district court for further proceedings. The mandate issued on February 10, 2023. 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. On March 1, 2019, BDSI filed a complaint for patent infringement in the District Court for the District of Delaware against Chemo Research, S.L., Insud Pharma S.L., IntelGenx Corp., and IntelGenx Technologies Corp. (collectively, the “Chemo Defendants”), asserting that the Chemo Defendants infringe the BEMA patents. This complaint followed receipt by BDSI on January 31, 2019, of a Notice Letter from Chemo Research S.L. stating that it had filed with the FDA an ANDA containing a Paragraph IV Patent Certification, for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, and 900 mcg. Chemo agreed to be bound by the decision of the Court with respect to the validity of the BEMA patents as disputed between BDSI and Alvogen. Accordingly, the December 20, 2021 ruling of the Court upholding the validity of certain claims of the BEMA patents is binding upon Chemo. In March 2022, the Court vacated the bench trial set to begin April 25, 2022 to address the remaining Chemo infringement claims. The Court has not yet set a new trial date. On August 1, 2022, BDSI received a second Paragraph IV certification notice letter from Chemo indicating it amended its ANDA to: (i) withdraw its generic version of the 75 mcg and 150 mcg strengths of Belbuca; and (ii) include its generic version of the 600 mcg and 750 mcg strengths of Belbuca, in addition to the 300 mcg, 450 mcg, and 900 mcg strengths identified in the first Chemo Paragraph IV certification notice letter. In response, BDSI filed a complaint for patent infringement in Federal District Court for the District of Delaware. Chemo answered the complaint on December 1, 2022. The Court has not yet set a schedule for this litigation. On August 24, 2022, the Court instructed the parties to update the Court at such time as the FDA addresses Chemo's July 29, 2022, response to the FDA. On February 8, 2023, the Court denied Chemo’s request for a trial date in the spring, and again instructed the parties to update the Court at such time as the FDA addresses Chemo’s July 29, 2022, response to the FDA. Chemo received a complete response letter with respect to its July 29, 2022, ANDA in April 2023. Chemo submitted a further amended ANDA to FDA in September 2023. On May 30, 2024, the parties submitted a Joint Status Report to the Court providing that Chemo received a fourth Complete Response Letter on March 27, 2024. On February 7, 2025, the parties submitted a Joint Status Report to the Court providing that Chemo received a fifth Complete Response Letter in January 2025. 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 or range of potential loss, if any. F-32 Table of Contents 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. Walgreen Co. v. Collegium Pharmaceutical, Inc. (Xtampza ER and the Nucynta Products) Walgreen Co. (“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. 14. Debt 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, 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, 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 F-33 Table of Contents purposes. 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 Amortization of debt issuance costs 4,294 4,908 7,468 Total interest expense $ 58,384 $ 59,823 $ 74,967 As of December 31, 2025, the effective interest rate on the 2025 Term Loan was 6.9 %. F-34 Table of Contents As of December 31, 2025, future principal repayments under the 2025 Term Loan are as follows: Years ended December 31, Principal Payments 2026 $ 29,000 2027 43,500 2028 43,500 2029 58,000 2030 406,000 Total before unamortized discount and issuance costs $ 580,000 Less: unamortized discount and issuance costs ( 8,888 ) Total term notes $ 571,112 2026 Convertible Notes On February 13, 2020, the Company issued 2.625 % convertible senior notes due in 2026 (the “2026 Convertible Notes”) in the aggregate principal amount of $ 143,750 , in a public offering registered under the Securities Act of 1933, as amended. The 2026 Convertible Notes were issued in connection with funding the acquisition of the Nucynta Products. Some of the Company’s existing investors participated in the 2026 Convertible Notes offering. Repurchase of a Portion of the 2026 Convertible Notes in 2023 Contemporaneously with the offering of the 2029 Convertible Notes in February 2023 (as described below), the Company entered into separate privately negotiated transactions with certain holders of the 2026 Convertible Notes to repurchase $ 117,400 aggregate principal amount of the 2026 Convertible Notes for an aggregate of $ 140,100 of cash, which includes accrued and unpaid interest on the 2026 Convertible Notes to be repurchased. This transaction involved a contemporaneous exchange of cash between the Company and holders of the 2026 Convertible Notes participating in the issuance of the 2029 Convertible Notes. Accordingly, the Company evaluated the transaction for modification or extinguishment accounting in accordance with Accounting Standards Codification Topic 470-50 , Debt – Modifications and Extinguishments on a creditor-by-creditor basis depending on whether the exchange was determined to have substantially different terms. The repurchase of the 2026 Convertible Notes and issuance of the 2029 Convertible Notes were deemed to have substantially different terms based on the present value of the cash flows immediately prior to and after the exchange. Therefore, the repurchase of the 2026 Convertible Notes was accounted for as a debt extinguishment. The Company recorded a $ 23,504 loss on early extinguishment of debt on the consolidated statements of operations during the year ended December 31, 2023, which includes the recognition of previously deferred financing costs of $ 2,264 . The total remaining principal amount outstanding under the 2026 Convertible Notes following the repurchase was $ 26,350 . Redemption of Remaining 2026 Convertible Notes in 2024 On April 11, 2024, the Company provided notice of redemption for the remaining $ 26,350 aggregate principal amount of its outstanding 2026 Convertible Notes. The 2026 Convertible Notes were fully redeemed on June 18, 2024. The Company settled all conversions of the 2026 Convertible Notes in cash. In accordance with ASC 470-50, Debt – Modifications and Extinguishments, the Company accounted for the redemption of the 2026 Convertible Notes as a debt extinguishment. The Company paid $ 33,218 to settle the 2026 Convertible Notes, as well as accrued and unpaid interest of $ 229 . The Company recorded a $ 7,184 loss on extinguishment of debt on the consolidated statements of operations during the year ended December 31, 2024, which includes recognition of previously deferred financing costs of $ 289 and miscellaneous costs of redemption of $ 27 . 2029 Convertible Notes 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. 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. F-35 Table of Contents The 2029 Convertible Notes are senior, unsecured obligations and bear interest at a rate of 2.875 % per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The 2029 Convertible Notes will mature on February 15, 2029, unless earlier repurchased, redeemed or converted. Before November 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after November 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The initial conversion rate is 27.3553 shares of common stock per $1 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $ 36.56 per share of common stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events. Holders of the 2029 Convertible Notes may convert all or any portion of their 2029 Convertible Notes, in multiples of $1 principal amount, at their option only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the “trading price” per $1 principal amount of the 2029 Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls any or all of the 2029 Convertible Notes for redemption, but only with respect to the 2029 Convertible Notes called for redemption; or (5) at any time from, and including, November 15, 2028 until the close of business on the scheduled trading day immediately before the maturity date. As of December 31, 2025, none of the above circumstances had occurred and as such, the 2029 Convertible Notes could not have been converted. The Company may not redeem the 2029 Convertible Notes prior to February 17, 2026. On or after February 17, 2026 and on or before the 40 th scheduled trading day before the maturity date, the Company may redeem the 2029 Convertible Notes, in whole or in part, at a cash redemption price equal to the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on: (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding 2029 Convertible Notes unless at least $ 75,000 aggregate principal amount of the 2029 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. Calling any 2029 Convertible Note for redemption will constitute a make-whole fundamental change with respect to that 2029 Convertible Note, in which case the conversion rate applicable to the conversion of that 2029 Convertible Note, if it is converted in connection with the redemption, will be increased in certain circumstances for a specified period of time. The 2029 Convertible Notes have customary default provisions, including: (i) a default in the payment when due (whether at maturity, upon redemption or repurchase upon fundamental change or otherwise) of the principal of, or the redemption price or fundamental change repurchase price for, any note; (ii) a default for 30 days in the payment when due of interest on any note; (iii) a default in the Company’s obligation to convert a note in accordance with the indenture, if such default is not cured within 3 business days after its occurrence; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) a default in any of the Company’s other obligations or agreements under the indenture that are not cured or waived within 60 days after notice to the Company; (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 F-36 Table of Contents 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. The 2029 Convertible Notes are classified on the consolidated balance sheets as of December 31, 2025 as convertible senior notes. As of December 31, 2025, the convertible senior notes outstanding consisted of the following: 2029 Convertible Notes Principal $ 241,500 Less: unamortized issuance costs ( 3,287 ) Net carrying amount $ 238,213 The Company determined the expected life of the 2029 Convertible Notes was equal to the six-year term. The effective interest rate on the 2029 Convertible Notes is 3.28 %. 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 Amortization of debt issuance costs 1,041 1,109 1,166 Total interest expense $ 7,984 $ 8,367 $ 8,372 As of December 31, 2025, the future minimum payments on the 2029 Convertible Notes were as follows: Years ended December 31, 2029 Convertible Notes 2026 $ 6,943 2027 6,943 2028 6,943 2029 244,972 Total minimum payments $ 265,801 Less: interest ( 24,301 ) Less: unamortized issuance costs ( 3,287 ) Convertible Notes carrying value $ 238,213 15. Deferred Royalty Obligation 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 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 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 %. F-37 Table of Contents A rollforward of the deferred royalty obligation is as follows: Deferred Royalty Obligation Acquired balance as of September 3, 2024 $ 116,900 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. 16. Leases Operating Lease Arrangements 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 %. 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. 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. Short-Term Lease Arrangements In December 2018, the Company began entering into 12 -month, non-cancelable vehicle leases for its field-based employees. Each vehicle lease is executed separately and expires at varying times with automatic renewal options that are cancelable at any time. The rent expense for these leases is recognized on a straight-line basis over the lease term in the period in which it is incurred. F-38 Table of Contents Variable Lease Costs Variable lease costs primarily include utilities, property taxes, and other operating costs that are passed on from the lessor. The components of lease cost for the years ended December 31, 2025, 2024, and 2023 are as follows: Years Ended December 31, 2025 2024 2023 Operating lease cost $ 1,447 $ 1,444 $ 1,306 Short-term lease cost 2,753 1,474 1,446 Variable lease cost 1,761 913 565 Total lease cost $ 5,961 $ 3,831 $ 3,317 The lease term and discount rate for operating leases for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, 2025 2024 Weighted-average remaining lease term — operating leases (years) 3.6 4.6 Weighted-average discount rate — operating leases 6.6 % 6.6 % Other information related to operating leases for the years ended December 31, 2025, 2024, and 2023 is as follows: 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 Leased assets obtained in exchange for new operating lease liabilities — — — 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 2026 $ 1,728 2027 1,750 2028 1,572 2029 1,167 Total minimum lease payments $ 6,217 Less: Present value discount 678 Present value of lease liabilities $ 5,539 17. Equity Common Stock 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 F-39 Table of Contents 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 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. Share Repurchases 2023 Repurchase Program In January 2023, 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, 2023 (the “2023 Repurchase Program”). The 2023 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 July 2023, the Company’s Board of Directors authorized an ASR program to repurchase $ 50,000 of the Company’s common stock, as part of the Company’s $ 100,000 2023 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $ 50,000 on August 7, 2023, and received 1,702,852 shares, representing 80 % of the upfront payment on a price per share of $ 23.49 , 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 October 31, 2023, minus an agreed upon discount between the parties. In October 2023, the ASR agreement settled and the Company received an additional 462,442 shares, bringing the total shares repurchased pursuant to the ASR agreement to 2,165,294 . In November 2023, the Company’s Board of Directors authorized a second ASR program as part of the Company’s $ 100,000 2023 Repurchase Program to repurchase $ 25,000 of the Company’s common stock. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $ 25,000 on November 9, 2023, and received 865,426 shares, representing 80 % of the upfront payment on a price per share of $ 23.11 , 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 December 29, 2023, minus an agreed upon discount between the parties. In December 2023, the ASR agreement settled and the Company received an additional 57,349 shares, bringing the total shares repurchased pursuant to the ASR agreement to 922,775 . Each 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 contracts, which represented the remaining shares to be delivered by the investment bank, were recorded as a reduction to stockholders’ equity. Both forward contracts associated with these ASR agreements were settled and not outstanding as of December 31, 2023. The 2023 Repurchase Program expired on December 31, 2023. Through December 31, 2023, the Company repurchased 3,088,069 shares at a weighted-average price of $ 24.29 per share for a total of $ 75,000 under the 2023 Repurchase Program. Repurchased shares were returned to the Company’s pool of authorized but unissued shares. The cost of repurchased shares were recorded as treasury stock in the consolidated balance sheet. Shares repurchased under the 2023 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. 2024-2025 Repurchase Program 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 permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including F-40 Table of Contents 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 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. In July 2025, the ASR agreement settled and the Company received an additional 129,847 shares, bringing the total shares repurchased pursuant to the ASR agreement to 822,128 . 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 contracts, which represented the remaining shares to be delivered by the investment bank, were recorded as a reduction to stockholders’ equity. Both forward contracts associated with this ASR agreement were settled and not outstanding as of December 31, 2025. 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. 18. Stock-based Compensation Performance Share Units, Restricted Stock Units and Stock Options Performance Share Units The Company periodically grants PSUs to certain members of the Company's senior management team. PSUs vest subject to the satisfaction of annual and cumulative performance and/or market conditions established by the Compensation Committee. 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 F-41 Table of Contents 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. The cumulative PSUs will vest following the three-year performance period, subject to the satisfaction of the performance criteria and the executive’s continued employment through the performance period. PSUs may vest in a range between 0 % and 200 %, based on the satisfaction of performance, and no shares will be issued if the minimum applicable performance metric is not achieved. As these PSUs vest based on the achievement of market conditions, the grant date fair values were determined using a Monte-Carlo valuation model. The Monte-Carlo valuation model considered a variety of potential future share prices for the Company as well as its peer companies in the selected market index. A summary of the Company’s PSUs activity for the year ended December 31, 2025 and related information is as follows: 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 Outstanding as of December 31, 2025 313,642 $ 41.65 The number of PSUs awarded represents the target number of shares of common stock that may be earned; however, the actual number of shares earned may vary based on the satisfaction of performance criteria. The weighted-average grant date fair value of PSUs granted for the years ended December 31, 2025 , 2024, and 2023 was $ 40.28 , $ 44.15 , and $ 38.71 , respectively. The total fair value of PSUs vested (measured on the date of vesting) for the years ended December 31, 2025 , 2024, and 2023 was $ 4,925 , $ 17,433 , and $ 5,970 , respectively. For the years ended December 31, 2025 , 2024, and 2023, the stock-based compensation expense for PSUs was $ 6,040 , $ 5,037 , and $ 7,037 respectively. As of December 31, 2025, the unrecognized compensation cost related to performance share units was $ 5,412 and is expected to be recognized as expense over approximately 1.7 years. Restricted Stock Units A summary of the Company’s RSUs activity for the year ended December 31, 2025 and related information is as follows: 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 The weighted-average grant date fair value of RSUs granted for the years ended December 31, 2025, 2024 , and 2023 was $ 30.40 , $ 34.33 , and $ 26.25 , respectively. 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, 2025, the unrecognized compensation cost related to RSUs was $ 48,555 and is expected to be recognized as expense over approximately 1.9 years. F-42 Table of Contents 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- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value 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 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 — Expected dividend yield — % — % — % Risk-free Interest Rate. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the stock option grants. Expected Volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption is based on the Company’s volatility as well as the historical volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology and pharmaceutical industries. In evaluating similarity, the Company considers factors such as industry, stage of life cycle and size. Expected Term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have sufficient levels of historical exercise behavior through December 31, 2025, it determined the expected term assumption using the simplified method, which is an average of the contractual term of the option and its vesting period. Expected Dividend Yield. 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 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. As of December 31, 2025, the unrecognized compensation cost related to outstanding options was $ 1,597 and is expected to be recognized as expense over approximately 2.9 years. F-43 Table of Contents Employee Stock Purchase Plan The Company’s 2015 Employee Stock Purchase Plan allows employees as designated by the Company’s Board of Directors to purchase shares of the Company’s common stock. The purchase price is equal to 85 % of the lower of the closing price of the Company’s common stock on: (i) the first day of the purchase period; or (ii) the last day of the purchase period. During the year ended December 31, 2025, 50,187 shares of common stock were purchased for total proceeds of $ 1,363 . 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 compensation expense for the years ended December 31, 2025, 2024, and 2023 was $ 582 , $ 310 , and $ 209 respectively. Stock-Based Compensation Expense 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. 19. Income Taxes 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 State 10,253 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: 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 F-44 Table of Contents 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 U.S. 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, 2024 2023 Federal income tax expense at statutory rate 21.0 % 21.0 % Change resulting from: State income tax, net of federal benefit 5.5 4.9 Permanent difference - debt extinguishment 1.7 7.1 Permanent differences - all other 1.1 1.3 Stock compensation 0.8 1.0 Change in tax rates and other ( 0.7 ) 0.4 Change in valuation allowance 0.4 0.7 Effective income tax rate 29.8 % 36.4 % During the years ended December 31, 2024 and 2023, the effective tax rate was impacted by permanent differences, including the extinguishment of the Company’s 2026 convertible notes, for which certain extinguishment costs were not deductible for tax purposes. 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. F-45 Table of Contents Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following: Years Ended December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 17,954 $ 26,586 Research and development credits 898 1,238 Operating lease liabilities 1,308 1,604 Accrued rebates, returns and discounts 34,808 45,774 Stock-based compensation 8,451 7,621 Accrued liabilities and other 7,685 8,791 Capitalized research and development — 468 Intangible assets 45,467 37,928 Deferred royalty obligation 30,398 28,712 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 right-of-use assets ( 989 ) ( 1,372 ) Intangible assets ( 25,997 ) ( 49,964 ) Property and equipment ( 2,155 ) ( 2,810 ) Total deferred tax liabilities: ( 29,141 ) ( 54,191 ) Net deferred tax assets $ 112,539 $ 98,033 The Company provides a valuation allowance when it is more-likely-than-not that deferred tax assets will not be realized. 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 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 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). Also, there will be no carryback for losses incurred after 2017. Losses incurred prior to 2018 will generally be deductible to the extent of the lesser of a corporation’s NOL carryover or 100% of a corporation’s taxable income (subject to Internal Revenue Code Section 382 and 383) and be available for twenty years from the period the loss was generated. As of December 31, 2025, the Company had gross U.S. 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. As of December 31, 2024, the Company had gross U.S. federal net operating loss carryforwards of $ 102,148 . As of December 31, 2025 and 2024, the Company also had gross U.S. 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. F-46 Table of Contents 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”). The Company concluded that there were ownership changes that occurred during the years 2006, 2012 and 2015 that would be subject to IRC 382 limitations. The Company acquired $ 234,675 of net operating loss carryforward from the BDSI Acquisition. The Company concluded that there were ownership changes for BDSI that occurred during the years 2006 and 2022 that would be subject to IRC 382 limitations. These IRC 382 annual limitations may limit the Company’s ability to use pre-ownership change federal NOL carryovers and pre-ownership change federal tax credit carryovers. As of December 31, 2025, remaining net operating losses of $ 66,588 are subject to limitation. The Company files income tax returns in the United States and in several states. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2021 through December 31, 2025. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period. The Company has not recognized deferred tax assets for certain federal and state research and development credits related to uncertain tax positions, and that is included in the tabular rollforward of uncertain tax positions. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (“UTB”) is as follows: Years Ended December 31, 2025 2024 2023 Gross UTB Balance as of January 1 $ 11,306 $ 11,306 $ 11,400 Additions based on tax positions related to the current year — — — Additions for tax positions related to acquisitions — — — (Reductions) additions for tax positions of prior years ( 806 ) — ( 94 ) Gross UTB Balance as of December 31 $ 10,500 $ 11,306 $ 11,306 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. 20. Employee Benefits The Company has a retirement savings plan, which is qualified under section 401(k) of the Code, for its employees. The plan allows eligible employees to defer, at the employee’s discretion, pretax compensation up to the Internal Revenue Service annual limits. Employees become eligible to participate starting on the first day of employment. The Company is not required to contribute to this plan. Total expense for contributions made by the Company for the years ended December 31, 2025, 2024 and 2023 was $ 3,461 , $ 1,945 , and $ 1,759 , respectively. 21. Segment Information 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. 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 F-47 Table of Contents the following functional areas: corporate, medical, technical operations, and commercial. The corporate functional area includes operating expenses related to finance, legal, business development, and other administrative activities, excluding stock-based compensation and other segment expenses (“Corporate Expenses”). The medical functional area includes operating expenses related to medical affairs, regulatory, pharmacovigilance and other medical-related activities, excluding stock-based compensation and other segment expenses (“Medical Expenses”). The technical operations functional area includes non-inventoriable operating expenses related to supply chain, product quality, information technology and other technical activities, excluding stock-based compensation and other segment expenses (“Technical Operations Expenses”). The commercial function includes operating expenses related to sales, marketing, market access, and other commercial activities, excluding stock-based compensation and other segment expenses (“Commercial Expenses”). 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: 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 221,892 165,304 145,760 Commercial expenses 161,495 91,225 68,513 Corporate expenses 45,550 33,702 32,322 Medical expenses 29,754 23,905 20,737 Technical operations expenses 526 1,751 2,000 Stock-based compensation expense 41,906 32,400 27,136 Other segment items (1) 4,390 24,466 8,500 Interest expense 82,312 73,974 83,339 Interest income ( 11,289 ) ( 13,976 ) ( 15,615 ) Loss on extinguishment of debt 15,994 11,329 23,504 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 was $ 221,892 , $ 165,304 and $ 145,760 in the years ended December 31, 2025, 2024 and 2023, respectively. F-48 Table of Contents 22. 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, 2025 First Quarter Second Quarter Third Quarter Fourth Quarter Product revenues, net $ 177,757 $ 188,000 $ 209,361 $ 205,449 Cost of product revenues Cost of product revenues (excluding intangible asset amortization) 24,960 24,143 24,717 21,598 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 Selling, general and administrative 76,423 73,637 67,103 67,640 Gain on fair value remeasurement of contingent consideration ( 786 ) ( 358 ) ( 19 ) ( 19 ) Total operating expenses 75,637 73,279 67,084 67,621 Income from operations 21,687 35,105 62,087 60,757 Interest expense ( 20,790 ) ( 20,463 ) ( 21,767 ) ( 19,292 ) Interest income 2,225 2,383 3,116 3,565 Loss on extinguishment of debt — — — ( 15,994 ) Income before income taxes 3,122 17,025 43,436 29,036 Provision for income taxes 705 5,042 11,929 12,073 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 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 F-49 Table of Contents Year Ended December 31, 2024 First Quarter Second Quarter Third Quarter Fourth Quarter Product revenues, net $ 144,923 $ 145,276 $ 159,301 $ 181,949 Cost of product revenues Cost of product revenues (excluding intangible asset amortization) 18,950 19,955 21,706 28,190 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 Income from operations 49,474 47,471 34,839 38,111 Interest expense ( 17,339 ) ( 15,587 ) ( 18,394 ) ( 22,654 ) Interest income 4,487 4,397 3,280 1,812 Loss on extinguishment of debt — ( 7,184 ) ( 4,145 ) — 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 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 F-50