What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-30 compared with 2024-05-07 · 503 added, 292 removed, 964 unchanged (45% of the section changed)

36 unchanged sentences

5,000,000 shares authorized;

none issued and outstanding at March 31, 2024 and December 31, 2023

none issued and outstanding at June 30, 2024 and December 31, 2023

Common stock, par value $ 0.001 ;

250,000,000 shares authorized;

46,517,410 and 46,481,174 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

46,954,599 shares issued and 46,117,359 shares outstanding at June 30, 2024 and 46,481,174 shares issued and outstanding at December 31, 2023

Treasury stock, at cost, 837,240 and zero shares at June 30, 2024 and December 31, 2023, respectively, inclusive of excise tax

Additional paid-in capital 983,178 976,633

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net product sales $ 176,387 $ 169,467 $ 342,211 $ 328,898

6 unchanged sentences

Amortization of acquired intangible assets 14,322 14,322 28,644 28,644

Contingent consideration (gains) charges, restructuring charges and other 1,903 12,107

Contingent consideration charges (gains), restructuring charges and other 2,735 ( 16,613 ) 4,638 ( 4,506 )

Total operating expenses 149,783 129,590 303,688 293,022

Income (loss) from operations 13,212 ( 3,091 )

Income from operations 28,240 39,877 41,452 36,786

Other income (expense):

1 unchanged sentence

Interest expense ( 3,884 ) ( 3,865 ) ( 7,200 ) ( 13,454 )

Loss on early extinguishment of debt — ( 16,926 )

Gain (loss) on early extinguishment of debt 7,518 — 7,518 ( 16,926 )

Other, net ( 39 ) ( 269 ) ( 198 ) ( 279 )

Total other income (expense), net 8,344 ( 2,023 ) 8,772 ( 25,406 )

Income (loss) before income taxes 13,640 ( 26,474 )

Income tax (expense) benefit ( 4,661 ) 6,938

Net income (loss) $ 8,979 $ ( 19,536 )

Net income (loss) per share:

Basic and diluted net income (loss) per common share $ 0.19 $ ( 0.43 )

Income before income taxes 36,584 37,854 50,224 11,380

Income tax expense ( 17,698 ) ( 12,091 ) ( 22,359 ) ( 5,153 )

Net income $ 18,886 $ 25,763 $ 27,865 $ 6,227

Net income per share:

Basic net income per common share $ 0.41 $ 0.56 $ 0.60 $ 0.14

Diluted net income per common share $ 0.39 $ 0.51 $ 0.58 $ 0.13

Weighted average common shares outstanding:

5 unchanged sentences

PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended

Net income (loss) $ 8,979 $ ( 19,536 )

Other comprehensive income (loss):

June 30, Six Months Ended

2024 2023 2024 2023

Net income $ 18,886 $ 25,763 $ 27,865 $ 6,227

Other comprehensive (loss) income:

Net unrealized (loss) gain on investments, net of tax ( 52 ) ( 35 ) ( 160 ) 216

1 unchanged sentence

Total other comprehensive (loss) income ( 47 ) ( 36 ) ( 142 ) 207

Comprehensive income (loss) $ 8,884 $ ( 19,293 )

Comprehensive income $ 18,839 $ 25,727 $ 27,723 $ 6,434

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands)

Number of Shares Outstanding Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Common Shares Treasury Shares Common Stock Treasury Stock Total

Balance at March 31, 2024 46,517 — $ 47 $ — $ 989,780 $ ( 97,817 ) $ 152 $ 892,162

Vested restricted stock units 381 — — — — — — —

Common stock withheld for employee withholding tax liabilities on vested restricted stock units — — — — ( 378 ) — — ( 378 )

Common stock issued under employee stock

purchase plan 56 — — — 1,364 — — 1,364

Stock-based compensation — — — — 12,524 — — 12,524

Purchase of treasury stock, inclusive of excise tax — ( 837 ) — ( 25,121 ) — — — ( 25,121 )

Purchase of capped call transaction, net of tax — — — — ( 20,112 ) — — ( 20,112 )

Other comprehensive loss (Note 10) — — — — — — ( 47 ) ( 47 )

Net income — — — — — 18,886 — 18,886

Balance at June 30, 2024 46,954 ( 837 ) $ 47 $ ( 25,121 ) $ 983,178 $ ( 78,931 ) $ 105 $ 879,278

Common Stock Additional

3 unchanged sentences

Shares Amount Total

Balance at March 31, 2023 45,970 $ 46 $ 936,419 $ ( 168,287 ) $ ( 137 ) $ 768,041

Exercise of stock options 50 — 1,580 — — 1,580

Vested restricted stock units 339 — — — — —

Common stock issued under employee stock

purchase plan 50 — 1,672 — — 1,672

Stock-based compensation — — 10,955 — — 10,955

Other comprehensive loss (Note 10) — — — — ( 36 ) ( 36 )

Net income — — — 25,763 — 25,763

Balance at June 30, 2023 46,409 $ 46 $ 950,626 $ ( 142,524 ) $ ( 173 ) $ 807,975

See accompanying notes to condensed consolidated financial statements.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 7

PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands)

Number of Shares Outstanding Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Common Shares Treasury Shares Common Stock Treasury Stock Total

Balance at December 31, 2023 46,481 — $ 46 $ — $ 976,633 $ ( 106,796 ) $ 247 $ 870,130

1 unchanged sentence

Common stock withheld for employee withholding tax liabilities on vested restricted stock units — — — — ( 382 ) — — ( 382 )

Common stock issued under employee stock

purchase plan 56 — — — 1,364 — — 1,364

Stock-based compensation — — — — 25,675 — — 25,675

Purchase of treasury stock, inclusive of excise tax — ( 837 ) — ( 25,121 ) — — — ( 25,121 )

Purchase of capped call transaction, net of tax — — — — ( 20,112 ) — — ( 20,112 )

Other comprehensive loss (Note 10) — — — — — — ( 142 ) ( 142 )

Net income — — — — — 27,865 — 27,865

Balance at March 31, 2024 46,517 $ 47 $ 989,780 $ ( 97,817 ) $ 152 $ 892,162

Balance at June 30, 2024 46,954 ( 837 ) $ 47 $ ( 25,121 ) $ 983,178 $ ( 78,931 ) $ 105 $ 879,278

Common Stock Additional

6 unchanged sentences

Vested restricted stock units 369 — — — — —

Common stock issued under employee stock

purchase plan 50 — 1,672 — — 1,672

Stock-based compensation — — 22,945 — — 22,945

Other comprehensive income (Note 10) — — — — 207 207

Net loss — — — ( 19,536 ) — ( 19,536 )

Balance at March 31, 2023 45,970 $ 46 $ 936,419 $ ( 168,287 ) $ ( 137 ) $ 768,041

Net income — — — 6,227 — 6,227

Balance at June 30, 2023 46,409 $ 46 $ 950,626 $ ( 142,524 ) $ ( 173 ) $ 807,975

See accompanying notes to condensed consolidated financial statements.

4 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Operating activities:

Net income (loss) $ 8,979 $ ( 19,536 )

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

Net income $ 27,865 $ 6,227

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

Deferred taxes 15,998 4,100

2 unchanged sentences

Amortization of debt discount 47 703

Loss on early extinguishment of debt — 16,926

(Gain) loss on early extinguishment of debt ( 7,518 ) 16,926

Stock-based compensation 25,675 22,945

Changes in contingent consideration ( 2,297 ) ( 6,640 )

Other net losses (gains) 73 ( 23 )

Other net losses 109 11

Changes in operating assets and liabilities:

14 unchanged sentences

Proceeds from exercises of stock options — 1,913

Proceeds from shares issued under employee stock purchase plan 1,364 1,673

Payment of employee withholding taxes on restricted stock unit vests ( 382 ) —

Purchase of treasury stock ( 25,000 ) —

Proceeds from 2029 convertible senior notes 287,500 —

Proceeds from Term loan A facility — 149,550

Repayment of 2024 convertible senior notes ( 8,641 ) —

Repayment of 2025 convertible senior notes ( 190,994 ) —

Repayment of Term loan B facility — ( 296,875 )

Repayment of Term loan A facility ( 5,625 ) ( 2,813 )

Purchase of capped call transactions ( 26,709 ) —

Debt extinguishment costs — ( 5,750 )

Payment of debt issuance and financing costs ( 9,350 ) ( 1,163 )

Net cash used in financing activities ( 2,817 ) ( 153,905 )

Net cash provided by (used in) financing activities 22,163 ( 153,465 )

Net increase (decrease) in cash and cash equivalents 93,755 ( 17,329 )

1 unchanged sentence

Cash and cash equivalents, end of period $ 247,053 $ 86,810

See accompanying condensed notes to consolidated financial statements.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 9

PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

Six Months Ended

Supplemental cash flow information:

Cash paid for interest $ 6,988 $ 20,802

Net cash (received) paid for income taxes $ ( 245 ) $ 201

Net cash paid for income taxes $ 4,667 $ 795

Non-cash investing and financing activities:

6 unchanged sentences

NOTE 1— DESCRIPTION OF BUSINESS

Business Overview

Pacira BioSciences, Inc.

16 unchanged sentences

Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).

The condensed consolidated financial statements at March 31, 2024, and for the three-month periods ended March 31, 2024 and 2023, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP.

The condensed consolidated financial statements at June 30, 2024, and for the three and six-month periods ended June 30, 2024 and 2023, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP.

The condensed consolidated balance sheet at December 31, 2023 is derived from the audited consolidated financial statements included in the Company’s 2023 Annual Report.

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Largest wholesaler 34 % 33 % 35 % 32 %

2 unchanged sentences

Total 75 % 77 % 77 % 77 %

Recent Accounting Pronouncements Not Adopted as of March 31, 2024

Recent Accounting Pronouncements Not Adopted as of June 30, 2024

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

30 unchanged sentences

The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved.

Chargebacks for fees and discounts to qualified government healthcare providers represent the estimated obligations resulting from contractual commitments to sell products to qualified Department of Veteran Affairs hospitals, participating GPO members and 340B entities at prices lower than the list prices charged to other customers.

Chargebacks for fees and discounts represent the estimated obligations resulting from contractual commitments to sell products to Department of Veteran Affairs hospitals, participating GPO members, 340B qualified entities and other contracted customers at prices lower than the list price.

The 340B Drug Discount Program is a U.S.

federal government program that requires participating drug manufacturers to provide outpatient drugs to eligible health care organizations and covered entities at reduced prices.

Customers charge the Company for the difference between the product payment and the statutory selling price to the qualified entity.

Customers claim the difference between the amount invoiced and the discounted selling price through a chargeback issued by a wholesaler.

Reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and trade receivables, net.

Chargeback amounts are generally determined at the time of sale to the qualified government healthcare provider by customers, and the Company generally issues credits for such amounts within weeks of the customer’s notification to the Company of the sale.

Reserves for chargebacks consist of credits that the Company expects to issue for units that the Company expects will be sold to qualified healthcare providers, and chargebacks that customers have claimed, but for which the Company has not yet issued a credit.

Chargeback amounts are determined at the time of sale and the Company generally issues credits for such amounts within weeks of receiving notification from a wholesaler.

Reserves for chargebacks consist of anticipated credits the Company expects to issue based on expected units sold and chargebacks that customers have claimed for which credits have not yet been issued.

The calculation for some of these items requires management to make estimates based on sales data, historical return data, contracts, statutory requirements and other related information that may become known in the future.

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net product sales:

8 unchanged sentences

The components of inventories, net are as follows (in thousands):

March 31, December 31,

June 30, December 31,

Raw materials $ 52,340 $ 54,099

4 unchanged sentences

Fixed assets, net, summarized by major category, consist of the following (in thousands):

March 31, December 31,

June 30, December 31,

Machinery and equipment (1)

4 unchanged sentences

Construction in progress (2)

107,997 105,905

Total 292,645 309,233

2 unchanged sentences

Fixed assets, net $ 168,850 $ 173,927

(1) During the three months ended March 31, 2024, the Company disposed of $ 19.0 million of fully depreciated machinery and equipment associated with its 45-liter EXPAREL manufacturing process at the Thermo Fisher Scientific Pharma Services facility located in Swindon, England.

(1) During the six months ended June 30, 2024, the Company disposed of $ 19.0 million of fully depreciated machinery and equipment associated with its 45-liter EXPAREL manufacturing process at its contract manufacturing facility located in Swindon, England.

The Company continues to operate its 200-liter EXPAREL manufacturing process at the same facility.

For the three months ended March 31, 2024 and 2023, depreciation expense was $ 4.1 million and $ 5.3 million, respectively.

For the three months ended March 31, 2024 and 2023, there was $ 0.7 million and $ 1.4 million of capitalized interest on the construction of manufacturing sites, respectively.

At March 31, 2024 and December 31, 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $ 34.3 million and $ 36.8 million, respectively.

As of March 31, 2024 and December 31, 2023, the Company had asset retirement obligations of $ 3.9 million and $ 4.3 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of certain of its lease agreements.

(2) In July 2024, a new 200-liter EXPAREL manufacturing suite at the Company’s Science Center Campus in San Diego, California was placed into service, for which approximately $ 76.1 million will be reclassified from construction in progress to machinery and equipment and, to a lesser extent, leasehold improvements in the third quarter of 2024.

For the three months ended June 30, 2024 and 2023, depreciation expense was $ 4.5 million and $ 4.7 million, respectively.

For the three months ended June 30, 2024 and 2023, there was $ 0.7 million and $ 0.7 million of capitalized interest on the construction of manufacturing sites, respectively.

For the six months ended June 30, 2024 and 2023, depreciation expense was $ 8.6 million and $ 10.0 million, respectively.

For the six months ended June 30, 2024 and 2023, there was $ 1.4 million and $ 2.1 million of capitalized interest on the construction of manufacturing sites, respectively.

At June 30, 2024 and December 31, 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $ 32.5 million and $ 36.8 million, respectively.

As of June 30, 2024 and December 31, 2023, the Company had asset retirement obligations of $ 4.0 million and $ 4.3 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of certain of its lease agreements.

NOTE 6— LEASES

2 unchanged sentences

A portion of the associated monthly base fees has been allocated to the lease components based on a relative fair value basis.

Since July 2022 and February 2023, the Company has been recognizing sublease income for laboratory space leased in Woburn, Massachusetts and a portion of office space leased in Burlington, Massachusetts, respectively, from leases that were assumed as part of the Flexion Acquisition.

In February 2024, the lease and sublease term concluded for the laboratory space in Woburn, Massachusetts.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 14

assumed as part of the Flexion Acquisition.

In February 2024, the lease and sublease term concluded for the laboratory space in Woburn, Massachusetts.

The operating lease costs for the facilities include lease and non-lease components, such as common area maintenance and other common operating expenses, along with executory costs such as insurance and real estate taxes.

Total operating lease expense, net is as follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Fixed lease costs $ 3,460 $ 3,631 $ 6,957 $ 7,259

3 unchanged sentences

Supplemental cash flow information related to operating leases is as follows (in thousands):

Three Months Ended

Six Months Ended

Cash paid for operating lease liabilities, net of lease incentives $ 6,429 $ 7,325

6 unchanged sentences

Year Aggregate Minimum

2024 (remaining nine months) $ 9,777

2024 (remaining six months) $ 6,516

Thereafter 16,426

6 unchanged sentences

(now Vectura Group Limited, a subsidiary of Philip Morris International, Inc.) in 2007, the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021.

The goodwill balance at each of March 31, 2024 and December 31, 2023 was $ 163.2 million.

The goodwill balance at each of June 30, 2024 and December 31, 2023 was $ 163.2 million.

Pacira BioSciences, Inc.

2 unchanged sentences

Intangible assets, net, consists of the in-process research and development, or IPR&D, and developed technology from the Flexion Acquisition and developed technology and customer relationships from the MyoScience Acquisition and are summarized as follows (dollar amounts in thousands):

March 31, 2024 Gross Carrying Value Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives

June 30, 2024 Gross Carrying Value Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives

Developed technologies $ 590,000 $ ( 170,295 ) $ 419,705 10 years, 5 months

9 unchanged sentences

Total intangible assets, net $ 624,956 $ ( 141,698 ) $ 483,258

Amortization expense on intangible assets was $ 14.3 million for both the three months ended March 31, 2024 and 2023.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 43.0 million for the remaining nine months of 2024, $ 57.3 million each year from 2025 to 2030, $ 37.4 million in 2031, $ 7.9 million in 2032 and $ 2.2 million in 2033.

Amortization expense on intangible assets was $ 14.3 million for both the three months ended June 30, 2024 and 2023.

Amortization expense on intangible assets was $ 28.6 million for both the six months ended June 30, 2024 and 2023.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 28.6 million for the remaining six months of 2024, $ 57.3 million each year from 2025 to 2030, $ 37.4 million in 2031, $ 7.9 million in 2032 and $ 2.2 million in 2033.

The carrying value of the Company’s outstanding debt is summarized as follows (in thousands):

March 31, December 31,

June 30, December 31,

Term loan A facility maturing March 2028 $ 109,751 $ 115,202

2.125 % Convertible senior notes due May 2029

0.750 % Convertible senior notes due August 2025

4 unchanged sentences

2028 Term Loan A Facility

On March 31, 2023, the Company entered into a credit agreement (the “TLA Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders, to refinance the indebtedness outstanding under the Company’s then-existing TLB Credit Agreement (as defined and discussed below).

On March 31, 2023, the Company entered into a credit agreement (as amended to date, the “TLA Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders, to refinance the indebtedness outstanding under the Company’s then-existing TLB Credit Agreement (as defined and discussed below).

The term loan issued under the TLA Credit Agreement (the “TLA Term Loan”) was issued at a 0.30 % discount and provides for a single-advance term loan A facility in the principal amount of $ 150.0 million, which is secured by substantially all of the Company’s and any subsidiary guarantor’s assets.

3 unchanged sentences

| Q2 2024 Form 10-Q | Page 16

On May 8, 2024, the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders entered into a first amendment (the “First TLA Amendment”) to the TLA Credit Agreement.

The First TLA Amendment, among other things, (i) permits the Company’s $ 150.0 million share repurchase program and (ii) this offering, including the Capped Call Transactions as described below.

The total debt composition of the TLA Term Loan is as follows (in thousands):

March 31, December 31,

June 30, December 31,

Term loan A facility maturing March 2028 $ 110,938 $ 116,563

3 unchanged sentences

The TLA Term Loan matures on March 31, 2028 and the TLA Credit Agreement requires quarterly repayments of principal in the amount of $ 2.8 million which commenced on June 30, 2023, increasing to $ 3.8 million commencing March 31, 2025, with a remaining balloon payment of approximately $ 85.3 million due at maturity.

Due to voluntary principal prepayments made, the Company is not required to make further principal payments until March 2026, although the Company retains the option to do so.

Due to voluntary principal prepayments made, the Company is not required to make further principal payments until June 2026, although the Company retains the option to do so.

The TLA Credit Agreement requires the Company to, among other things, maintain (i) a Senior Secured Net Leverage Ratio (as defined in the TLA Credit Agreement), determined as of the last day of each fiscal quarter, of no greater than 3.00 to 1.00 and (ii) a Fixed Charge Coverage Ratio (as defined in the Credit Agreement), determined as of the last day of each fiscal quarter, of no less than 1.50 to 1.00.

The TLA Credit Agreement requires the Company to maintain an unrestricted cash and cash equivalents balance of at least $ 500.0 million less any prepayments of the 2025 Notes (as defined below) at any time from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes.

The TLA Credit Agreement requires the Company to maintain an unrestricted cash and cash equivalents balance of at least $ 300.0 million ($ 500.0 million less a $ 200.0 million prepayment in the six months ended June 30, 2024) less any additional prepayments of the 2025 Notes (as defined below) at any time from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes.

The TLA Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.

As of March 31, 2024, the Company was in compliance with all financial covenants under the TLA Credit Agreement.

As of June 30, 2024, the Company was in compliance with all financial covenants under the TLA Credit Agreement.

The Company may elect to borrow either (i) alternate base rate borrowings or (ii) term benchmark borrowings or daily simple SOFR (as defined in the TLA Credit Agreement) borrowings.

1 unchanged sentence

Each term loan borrowing that is a term benchmark borrowing or daily simple SOFR borrowing bears interest at a rate per annum equal to (i) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (as each is defined in the Credit Agreement), plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 3.00 % to 3.75 %.

During the three months ended March 31, 2024, the Company made a $ 2.8 million voluntary principal prepayment.

During the six months ended June 30, 2024, the Company made $ 5.6 million voluntary principal prepayments.

During the year ended December 31, 2023, the Company made a scheduled principal payment of $ 2.8 million as well as $ 30.6 million of voluntary principal prepayments.

As of March 31, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.41 %.

As of June 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.43 %.

2026 Term Loan B Facility

2 unchanged sentences

The net proceeds of the TLB Term Loan were approximately $ 363.8 million after deducting an original issue discount of $ 11.2 million.

During the three months ended March 31, 2023, the Company repaid the outstanding $ 296.9 million principal on the TLB Term Loan, which resulted in a $ 16.9 million loss on early extinguishment of debt.

On March 31, 2023, the Company used the $ 149.6 million of net borrowings under the TLA Credit Agreement and cash on hand to repay the indebtedness outstanding under the TLB Credit Agreement and concurrently terminated the TLB Credit Agreement.

On March 31, 2023, the Company used the $ 149.6 million of net borrowings under the TLA Credit Agreement and cash on hand to repay the $ 296.9 million then-outstanding principal under the TLB Credit Agreement and concurrently terminated the TLB Credit Agreement, which resulted in a $ 16.9 million loss on early extinguishment of debt.

The Company incurred a prepayment fee of 2.00 % of the outstanding principal balance of the TLB Term Loan in connection with the termination.

2 unchanged sentences

Convertible Senior Notes Due 2029

In May 2024, the Company completed a private placement of $ 287.5 million in aggregate principal amount of its 2.125 % convertible senior notes due 2029, or 2029 Notes, and entered into an indenture with Computershare Corporate Trust, N.A., or 2029 Indenture, with respect to the 2029 Notes.

The 2029 Notes accrue interest at a fixed rate of 2.125 % per year, payable semiannually in arrears on May 15 th and November 15 th of each year.

The 2029 Notes mature on May 15, 2029.

The total debt composition of the 2029 Notes is as follows (in thousands):

2.125 % convertible senior notes due May 2029

Deferred financing costs ( 9,106 )

Total debt, net of deferred financing costs $ 278,394

Holders may convert the 2029 Notes prior to the close of business on the business day immediately preceding November 15, 2028, only if certain circumstances are met, including, but not limited to, if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130 % of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter.

During the quarter ended June 30, 2024, the conditions for conversion were not met.

On or after November 15, 2028, until the close of business on the second scheduled trading day immediately preceding May 15, 2029, holders may convert their 2029 Notes at any time.

Upon conversion, holders will receive the principal amount of their 2029 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 50 consecutive trading days during the observation period (as more fully described in the 2029 Indenture).

For the principal, the Company will settle in cash per the terms of the 2029 Notes.

For any excess conversion value, holders may receive 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 option.

The initial conversion rate for the 2029 Notes is 25.2752 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $ 39.56 per share of the Company’s common stock.

The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.

The initial conversion price of the 2029 Notes represents a premium of approximately 32.5 % to the closing sale price of $ 29.86 per share of the Company’s common stock on the Nasdaq Global Select Market on May 9, 2024, the date that the Company priced the private offering of the 2029 Notes.

As of June 30, 2024, the 2029 Notes had a market price of $996 per $1,000 principal amount.

In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of further stock price appreciation.

Upon the receipt of conversion requests, the settlement of the 2029 Notes will be paid pursuant to the terms of the 2029 Indenture.

In the event that all of the 2029 Notes are converted, the Company would be required to repay the $ 287.5 million in principal value in cash, whereas any conversion premium would be required to be repaid in any combination of cash and shares of its common stock (at the Company’s option).

Prior to the close of business on the business day immediately preceding November 15, 2028, the 2029 Notes are convertible only under the following circumstances:

(1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price on each applicable trading day;

(2) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

(3) upon the occurrence of specified corporate events;

or (4) upon a Company redemption.

On or after November 15, 2028, until the close of business on the second scheduled trading day immediately preceding May 15, 2029, holders of the 2029 Notes may convert all or a portion of their 2029 Notes, at any time.

Upon conversion, the 2029 Notes will be settled by paying or delivering, as applicable, cash or a combination of cash and shares of the Company’s common stock, based on the applicable conversion rate.

No sinking fund is provided for the 2029 Notes.

On or after May 17, 2027 and on or before the 50 th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2029 Notes if (i) the 2029 Notes are “freely tradable” (as defined in the 2029 Indenture) and any accrued and unpaid additional interest has been paid as of the date the Company sends the related notice of the redemption and (ii) the last reported sales price of the Company’s common stock exceeds 130 % of the conversion price then

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 18

in effect for (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of the redemption;

and (2) the trading day immediately before the date the Company sends such notice.

The redemption price of each 2029 Note to be redeemed will be the principal amount of such 2029 Note, plus accrued and unpaid interest, if any.

In addition, calling any 2029 Notes for redemption will constitute a make-whole fundamental change, in which case the conversion rate applicable to those 2029 Notes, if converted in connection with the redemption, will be increased in certain circumstances.

Upon the occurrence of a “make-whole fundamental change” (as defined in the 2029 Indenture), subject to a limited exception for certain cash mergers, holders may require the Company to repurchase all or a portion of their 2029 Notes for cash at a price equal to 100 % of the principal amount of the 2029 Notes to be repurchased plus any accrued and unpaid interest.

While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at June 30, 2024 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

In the event that the holders of the 2029 Notes have the election to convert the 2029 Notes at any time during the prescribed measurement period, the 2029 Notes would then be considered a current obligation and classified as such.

On May 9, 2024, in connection with the pricing of the 2029 Notes, and on May 10, 2024, in connection with the exercise in full by the initial purchasers of the 2029 Notes (the “Initial Purchasers”) of their option to purchase additional 2029 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers of the 2029 Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”).

The Capped Call Transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the number of shares of the Company’s common stock underlying the 2029 Notes.

The Capped Call Transactions are expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2029 Notes, as the case may be, upon any conversion of the 2029 Notes, with such reduction and/or offset subject to a cap.

The cap price of the Capped Call Transactions will initially be approximately $ 53.75 per share, representing a premium of approximately 80 % over the closing price of $ 29.86 per share of the Company’s common stock on May 9, 2024, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The capped call was recorded as a reduction to additional paid-in capital at its cost of $ 26.7 million.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the 2029 Notes and will not affect any holder’s rights under the 2029 Notes.

Holders of the 2029 Notes will not have any rights with respect to the Capped Call Transactions.

Convertible Senior Notes Due 2025

In July 2020, the Company completed a private placement of $ 402.5 million in aggregate principal amount of its 0.750 % convertible senior notes due 2025, or 2025 Notes, and entered into an indenture with Computershare Corporate Trust, N.A.

2 unchanged sentences

The 2025 Notes mature on August 1, 2025.

In May 2024, the Company used part of the net proceeds from the issuance of the 2029 Notes to repurchase $ 200.0 million aggregate principal amount of the 2025 Notes in privately negotiated transactions at a discount for $ 191.4 million in cash (including accrued interest).

The partial repurchase of the 2025 Notes resulted in a $ 7.5 million gain on early extinguishment of debt.

The total debt composition of the 2025 Notes is as follows (in thousands):

March 31, December 31,

June 30, December 31,

0.750 % convertible senior notes due August 2025

2 unchanged sentences

Total debt, net of deferred financing costs $ 201,155 $ 398,594

Holders may convert the 2025 Notes at any time prior to the close of business on the business day immediately preceding February 3, 2025, only if certain circumstances are met, including if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130 % of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter.

During the quarter ended March 31, 2024, the conditions for conversion were not met.

Holders may convert the 2025 Notes at any time prior to the close of business on the business day immediately preceding February 3, 2025, only if certain circumstances are met, including, but not limited to, if during the previous calendar quarter, the last reported sales price of the Company’s common stock was greater than 130 % of the conversion price then applicable for at least 20 out of the last 30 consecutive trading days of the quarter.

During the quarter ended June 30, 2024, the conditions for conversion were not met.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 19

On or after February 3, 2025, until the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders may convert their 2025 Notes at any time.

4 unchanged sentences

The initial conversion price of the 2025 Notes represents a premium of approximately 32.5 % to the closing sale price of $ 54.17 per share of the Company’s common stock on the Nasdaq Global Select Market on July 7, 2020, the date that the Company priced the private offering of the 2025 Notes.

As of March 31, 2024, the 2025 Notes had a market price o f $953 pe r $1,000 principal amount.

As of June 30, 2024, the 2025 Notes had a market price o f $938 pe r $1,000 principal amount.

In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of further stock price appreciation.

Upon the receipt of conversion requests, the settlement of the 2025 Notes will be paid pursuant to the terms of the 2025 Indenture.

In the event that all of the 2025 Notes are converted, the Company would be required to repay the $ 402.5 million in principal value and any conversion premium in any combination of cash and shares of its common stock (at the Company’s option).

In the event that all of the 2025 Notes are converted, the Company would be required to repay the remaining $ 202.5 million in principal value and any conversion premium in any combination of cash and shares of its common stock (at the Company’s option).

Since August 1, 2023 (but, in the case of a redemption of less than all of the outstanding 2025 Notes, no later than the 40 th scheduled trading day immediately before the maturity date), the Company may redeem for cash all or part of the 2025 Notes if the last reported sale price (as defined in the 2025 Indenture) of the Company’s common stock has been at least 130 % of the conversion price then in effect for (i) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of redemption and (ii) the trading day immediately before the date the Company sends such notice.

2 unchanged sentences

No sinking fund is provided for the 2025 Notes.

While the 2025 Notes are currently classified on the Company’s condensed consolidated balance sheet at March 31, 2024 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

While the 2025 Notes are currently classified on the Company’s condensed consolidated balance sheet at June 30, 2024 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

In the event that the holders of the 2025 Notes have the election to convert the 2025 Notes at any time during the prescribed measurement period, the 2025 Notes would then be considered a current obligation and classified as such.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 16

Convertible Senior Notes Due 2024 Assumed from the Flexion Acquisition

3 unchanged sentences

Upon the Flexion Acquisition, the principal was assumed and recorded at fair value by the Company.

As a result of the Flexion Acquisition, and in connection with a Fundamental Change Company Notice and Offer to Purchase (the “Notice”) to the holders of the Flexion 2024 Notes in accordance with the Flexion Indenture, holders of the Flexion 2024 Notes became entitled to certain Flexion Acquisition-related conversion and repurchase rights.

On December 6, 2021, as a result of the Flexion Acquisition and in accordance with the Flexion Indenture, the Company offered to repurchase for cash all of the outstanding Flexion 2024 Notes, at a repurchase price in cash equal to 100 % of the principal amount of the Flexion 2024 Notes being repurchased, plus accrued and unpaid interest thereon to, but excluding, January 7, 2022, subject to the terms and conditions set forth therein.

Any holder that did not exercise its repurchase right in accordance with the terms of the Notice retained the conversion rights associated with such holder’s Flexion 2024 Notes under the Flexion Indenture as well as the right to receive interest payments on the Flexion 2024 Notes.

On January 7, 2022, following the expiration of the offer to purchase, the Company accepted the $ 192.6 million aggregate principal amount of Flexion 2024 Notes that were validly tendered (and not validly withdrawn).

No Flexion 2024 Notes were converted in connection with the Notice.

At March 31, 2024, the remaining principal outstanding was $ 8.6 million, which was repaid upon its maturity on May 1, 2024.

The remaining principal of $ 8.6 million was repaid at maturity on May 1, 2024.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 20

Interest Expense

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Contractual interest expense $ 3,797 $ 3,849 $ 7,108 $ 13,199

16 unchanged sentences

The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items.

The fair value of the Company’s convertible

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 17

senior notes and its TLA Term Loan are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2).

The fair value of the Company’s convertible senior notes and its TLA Term Loan are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2).

The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3).

The carrying amounts of equity investments and convertible notes receivable without readily determinable fair values have not been adjusted for either an impairment or upward or downward adjustments based on observable transactions.

At March 31, 2024, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 21

At June 30, 2024, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):

Carrying Value Fair Value Measurements Using

12 unchanged sentences

$ 201,155 $ — $ 189,971 $ —

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 29.22 per share at March 31, 2024 compared to a conversion price of $ 71.78 per share.

At March 31, 2024, as the conversion price was above the stock price, the requirements for conversion have not been met.

The maximum conversion premium that could have been due on the 2025 Notes is 5.6 million shares of the Company’s common stock, which assumes no increase in the conversion rate for certain corporate events.

(2) The 3.375 % convertible senior notes due May 2024 matured and were repaid on May 1, 2024.

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 28.61 per share on June 28, 2024, the last trading day of the quarter ended June 30, 2024, compared to a conversion price of $ 39.56 per share.

At June 30, 2024, as the conversion price was above the stock price, the requirements for conversion have not been met.

(2) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 28.61 per share on June 28, 2024, the last trading day of the quarter ended June 30, 2024, compared to a conversion price of $ 71.78 per share.

At June 30, 2024, as the conversion price was above the stock price, the requirements for conversion have not been met.

The maximum conversion on the principal that could have been due on the 2025 Notes is 2.8 million shares of the Company’s common stock, which assumes no increase in the conversion rate for certain corporate events.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

10 unchanged sentences

Foreign currency adjustments — ( 139 ) ( 139 )

Balance at March 31, 2024

Balance at June 30, 2024

$ 15,877 $ 11,995 $ 27,872

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 20.9 million and $ 24.7 million as of March 31, 2024 and December 31, 2023, respectively.

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 22.4 million and $ 24.7 million as of June 30, 2024 and December 31, 2023, respectively.

The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved.

1 unchanged sentence

These inputs include, as applicable, estimated probabilities and the timing of achieving specified commercial and regulatory milestones, estimated forecasts of revenue and costs and the discount rates used to calculate the present value of estimated future payments.

Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 22

In November 2021, the Company completed the Flexion Acquisition, which provided for contingent consideration related to contingent value rights that were issued to Flexion shareholders and certain equity award holders which could aggregate up to a total of $ 372.3 million if certain regulatory and commercial milestones are met.

1 unchanged sentence

The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2030, and are to be paid within 60 days of the end of the fiscal quarter of achievement.

During the three months ended March 31, 2024, the Company recorded a gain of $ 3.8 million primarily due to an adjustment reflecting the probability of achieving the remaining regulatory milestone by December 31, 2030, the expiration date.

During the three months ended March 31, 2023, the Company recorded a charge of $ 11.6 million, which was due to a decrease to the assumed discount rate based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023.

These adjustments were recorded within contingent consideration (gains) charges, restructuring charges and other in the condensed consolidated statements of operations.

At March 31, 2024, the weighted average discount rate was 8.6 %.

During the three months ended June 30, 2024, the Company recognized a contingent consideration charge of $ 1.5 million primarily due to revisions to the latest discount rates.

During the six months ended June 30, 2024, the Company recognized a contingent consideration gain of $ 2.3 million primarily due to an adjustment reflecting the probability of achieving the remaining Flexion regulatory milestone by the milestone expiration date.

During the three and six months ended June 30, 2023, the Company recognized gains of $ 18.3 million and $ 6.6 million, respectively, due to adjustments to long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones by December 31, 2030, the expiration date for achieving the milestones.

The gains recognized during the six months ended June 30, 2023 were partially offset by a decrease in the assumed discount rate that is utilized in calculating the liability’s present value, based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023.

These adjustments were recorded within contingent consideration charges (gains), restructuring charges and other in the condensed consolidated statements of operations.

At June 30, 2024, the weighted average discount rate was 8.5 %.

The following table includes the key assumptions used in the valuation of the Company’s contingent consideration:

1 unchanged sentence

Utilized as of

March 31, 2024

June 30, 2024

Discount rates 7.8 % to 9.1 %

6 unchanged sentences

Fair value adjustments and accretion ( 2,297 )

Balance at March 31, 2024

Balance at June 30, 2024

Available-for-Sale Investments

1 unchanged sentence

Noncurrent investments consist of asset-backed securities collateralized by credit card receivables and contain maturities greater than one year but less than three years .

Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term investments are reported in other comprehensive income (loss).

At March 31, 2024 and December 31, 2023, all of the Company’s short-term and noncurrent investments are classified as available-for-sale investments and are determined to be Level 2 instruments, with the exception of U.S.

Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term investments are reported in other comprehensive income.

At June 30, 2024 and December 31, 2023, all of the Company’s short-term and noncurrent investments are classified as available-for-sale investments and are determined to be Level 2 instruments, with the exception of U.S.

government bonds, which are measured at fair value using standard industry models with observable inputs.

7 unchanged sentences

| Q2 2024 Form 10-Q | Page 23

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024 Investments

The following summarizes the Company’s short-term and noncurrent available-for-sale investments at June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 Investments

Losses Fair Value

(Level 1) Fair Value

Asset-backed securities $ 37,080 $ — $ ( 43 ) $ 37,037

2 unchanged sentences

federal agency bonds 5,983 — ( 8 ) 5,975

government bonds 4,974 — ( 5 ) 4,969 —

Total $ 157,323 $ 9 $ ( 159 ) $ 157,173

10 unchanged sentences

Total $ 127,631 $ 111 $ ( 49 ) $ 14,879 $ 112,814

At March 31, 2024, there were no investments available for sale that were materially less than their amortized cost.

At June 30, 2024, there were no investments available for sale that were materially less than their amortized cost.

The Company elects to recognize its interest receivable separate from its available-for-sale investments.

At March 31, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.1 million and $ 0.4 million, respectively.

At June 30, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.2 million and $ 0.4 million, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term available-for-sale investments and accounts receivable.

1 unchanged sentence

Such amounts may exceed federally-insured limits.

As of March 31, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 39 %, 19 % and 16 %.

As of June 30, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 36 %, 18 % and 15 %.

At December 31, 2023, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 37 %, 19 % and 16 %.

3 unchanged sentences

Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and its write-off history.

As of March 31, 2024, there were $ 0.1 million of allowances for credit losses on its accounts receivable associated with iovera°.

As of June 30, 2024, there were $ 0.2 million of allowances for credit losses on its accounts receivable associated with iovera°.

As of December 31, 2023, the Company did no t deem any allowances for credit losses on its accounts receivable necessary.

10 unchanged sentences

Foreign currency translation adjustments — 18 18

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 36 ) $ 141 $ 105

Net Unrealized Gain (Loss) From Available-For-Sale Investments Unrealized Foreign Currency Translation Accumulated Other Comprehensive Loss

Net Unrealized Loss From Available-For-Sale Investments Unrealized Foreign Currency Translation Accumulated Other Comprehensive Loss

Balance at December 31, 2022

2 unchanged sentences

Foreign currency translation adjustments — ( 9 ) ( 9 )

Balance at March 31, 2023

Balance at June 30, 2023

$ ( 307 ) $ 134 $ ( 173 )

(1) Net of a nominal tax benefit and $ 0.2 million tax expense for the three months ended March 31, 2024 and 2023, respectively.

(1) Net of a $ 0.1 million tax benefit and $ 0.2 million tax expense for the six months ended June 30, 2024 and 2023, respectively.

Share Repurchase Program

On May 7, 2024, the Company announced that its Board of Directors has approved a new share repurchase program, effective immediately, which authorizes the Company to purchase up to an aggregate of $ 150.0 million of the Company’s outstanding common stock.

On May 7, 2024, the Company announced that its Board of Directors has approved a new share repurchase program, effective immediately, which authorizes the Company to repurchase up to an aggregate of $ 150.0 million of its outstanding common stock.

Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions.

The share repurchase program may be suspended or discontinued at any time by the Company and has an expiration date of December 31, 2026.

On May 9, 2024, concurrently with the pricing of the offering of the 2029 Notes, the Company entered into separate privately negotiated agreements with certain of the initial purchasers of the 2029 Notes or their respective affiliates and/or certain other financial institutions to repurchase 837,240 shares of the Company’s common stock for a total cost of $ 25.1 million, inclusive of $ 0.1 million of accrued excise tax.

The repurchase occurred on May 10, 2024.

Repurchases of the Company’s common stock are accounted for at cost and recorded as treasury stock.

The excise tax on repurchases of the Company’s common stock is recorded as a cost of acquiring treasury stock.

Reissued treasury stock will be accounted for at average cost.

Gains or losses on reissued treasury stock arising from the difference between the average cost and the fair value of the award will be recorded in additional paid-in capital.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 25

NOTE 11— STOCK PLANS

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Cost of goods sold $ 1,259 $ 1,436 $ 2,387 $ 3,160

1 unchanged sentence

Selling, general and administrative 8,848 7,797 16,833 16,188

Contingent consideration (gains) charges, restructuring charges and other 2,235 —

Contingent consideration charges (gains), restructuring charges and other 492 — 2,727 —

Total $ 12,524 $ 10,955 $ 25,675 $ 22,945

4 unchanged sentences

Total $ 12,524 $ 10,955 $ 25,675 $ 22,945

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 21

Equity Awards

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the three months ended March 31, 2024:

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the six months ended June 30, 2024:

Stock Options Number of

5 unchanged sentences

Expired ( 692,325 ) 61.76

Outstanding at March 31, 2024

Outstanding at June 30, 2024

6,946,903 44.69

6 unchanged sentences

Forfeited ( 104,195 ) 46.88

Unvested at March 31, 2024

Unvested at June 30, 2024

2,676,379 34.71

The weighted average fair value of stock options granted during the three months ended March 31, 2024 was $ 13.65 per share.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 26

The weighted average fair value of stock options granted during the six months ended June 30, 2024 was $ 13.42 per share.

The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

Black-Scholes Weighted Average Assumption Three Months Ended March 31, 2024

Black-Scholes Weighted Average Assumption Six Months Ended June 30, 2024

Expected dividend yield None

5 unchanged sentences

Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85 % of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is lesser.

During the three months ended March 31, 2024, no shares were purchased and issued through the ESPP.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 22

NOTE 12— NET INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period.

During the six months ended June 30, 2024, 56,077 shares were purchased and issued through the ESPP.

NOTE 12— NET INCOME PER SHARE

Basic net income per common share is calculated by dividing the net income attributable to common shares by the weighted average number of common shares outstanding during the period.

Diluted net income per common share is calculated by dividing the net income attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period.

Potential common shares include the shares of common stock issuable upon the exercise of outstanding stock options, the vesting of RSUs and the purchase of shares from the ESPP (using the treasury stock method), if applicable.

Potential common shares associated with convertible notes are treated under the if-converted method, adjustments are made to the diluted net income (loss) per common share calculation as if the Company had converted the convertible debt on the first day of each period presented.

Adjustments to the numerator are made to add back the interest expense associated with the convertible debt on a post-tax basis.

Potential common shares associated with convertible senior notes are treated under the if-converted method.

Adjustments are made to the diluted net income per common share calculation as if the Company had converted the convertible senior notes on the first day of each period presented.

Adjustments to the numerator are made to add back the interest expense associated with the convertible senior notes on a post-tax basis.

Adjustments to the denominator reflect the number of shares assumed to be convertible at the beginning of the period.

Potential common shares are excluded from the diluted net income (loss) per common share computation to the extent they would be antidilutive.

The following table sets forth the computation of basic and diluted net income (loss) per common share for the three mon ths ended March 31, 2024 and 2023 (in thousands, except per share amounts):

Potential common shares are excluded from the diluted net income per common share computation to the extent they would be antidilutive.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 27

The following table sets forth the computation of basic and diluted net income per common share for the three and six mon ths ended June 30, 2024 and 2023 (in thousands, except per share amounts):

Three Months Ended

Net income (loss)—basic $ 8,979 $ ( 19,536 )

ASU 2020-06 convertible notes if-converted method adjustment 1,029 —

Adjusted net income (loss)—diluted $ 10,008 $ ( 19,536 )

June 30, Six Months Ended

2024 2023 2024 2023

Net income —basic $ 18,886 $ 25,763 $ 27,865 $ 6,227

2025 Notes if-converted method adjustment 762 1,029 1,790 —

Adjusted net income —diluted $ 19,648 $ 26,792 $ 29,655 $ 6,227

Weighted average common shares outstanding—basic 46,174 46,088 46,337 46,019

Computation of diluted securities:

ASU 2020-06 convertible notes if-converted method adjustment 5,608 —

2025 Notes if-converted method adjustment 4,122 5,607 4,865 —

Dilutive effect of stock options — 108 — 92

Dilutive effect of RSUs 239 244 162 170

Dilutive effect of ESPP purchase options 4 7 2 4

Weighted average common shares outstanding—diluted 50,539 52,054 51,366 46,285

Net income (loss) per share:

Basic and diluted net income (loss) per common share $ 0.19 $ ( 0.43 )

The following table summarizes the outstanding stock options, RSUs, ESPP purchase options and convertible senior notes that were excluded from the diluted net income (loss) per common share calculation because the effects of including these potential shares were antidilutive in the periods presented (in thousands):

Net income per share:

Basic net income per common share $ 0.41 $ 0.56 $ 0.60 $ 0.14

Diluted net income per common share $ 0.39 $ 0.51 $ 0.58 $ 0.13

The following table summarizes the outstanding stock options, RSUs, ESPP purchase options and convertible senior notes that were excluded from the diluted net income per common share calculation because the effects of including these potential shares were antidilutive in the periods presented (in thousands):

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Weighted average number of stock options 7,311 5,404 7,486 5,403

Convertible senior notes (1)

2025 Notes (1)

Weighted average number of RSUs 1,304 701 1,267 759

1 unchanged sentence

Total 8,615 6,105 8,779 11,769

(1) The convertible senior notes were antidilutive for the three months ended March 31, 2023, in conjunction with a $ 1.0 million if-converted method adjustment to the numerator that adds back the interest expense associated with the convertible senior notes on a post-tax basis.

(1) For the six months ended June 30, 2023, the diluted earnings per share calculation excluded 5.6 million potential common shares assuming conversion of the 2025 Notes, as well as the related $ 1.0 million of interest expense, net of tax, because these adjustments would have been antidilutive.

Pacira BioSciences, Inc.

1 unchanged sentence

NOTE 13— INCOME TAXES

Income (loss) before income taxes and income tax expense (benefit) are as follows (dollar amounts in thousands):

Income before income taxes and income tax expense are as follows (dollar amounts in thousands):

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Income (loss) before income taxes:

1 unchanged sentence

Foreign ( 412 ) ( 2,335 ) ( 429 ) ( 1,036 )

Total income (loss) before income taxes $ 13,640 $ ( 26,474 )

Income tax expense (benefit) $ 4,661 $ ( 6,938 )

Total income before income taxes $ 36,584 $ 37,854 $ 50,224 $ 11,380

Income tax expense $ 17,698 $ 12,091 $ 22,359 $ 5,153

Effective tax rate 48 % 32 % 45 % 45 %

The Company’s income tax expense (benefit) represents the estimated annual effective tax rate applied to the year-to-date domestic operating re sults adjusted for certain discrete tax items.

The Company’s effective tax rate for the three months ended March 31, 2024 include costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by tax credits and a fair value adjustment for Flexion contingent consideration.

The Company’s effective tax rate for the three months ended March 31, 2023 includes costs for a fair value adjustment to Flexion contingent consideration and a valuation allowance recorded against non-U.S.

results, partially offset by tax credits and stock-based compensation benefits.

As of March 31, 2024 and December 31, 2023, the Company has an income tax payable balance of $ 1.0 million that is included in other liabilities within the condensed consolidated balance sheets.

NOTE 14— CONTINGENT CONSIDERATION (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER

Contingent consideration (gains) charges, restructuring charges and other for the three months ended March 31, 2024 and 2023 summarized below (in thousands):

The Company’s income tax expense represents the estimated annual effective tax rate applied to the year-to-date domestic operating re sults adjusted for certain discrete tax items.

The Company’s effective tax rate for the three and six months ended June 30, 2024 include costs related to non-deductible stock-based compensation, primarily related to expired stock options, and non-deductible executive compensation, partially offset by tax credits.

The Company’s effective tax rate for the three and six months ended June 30, 2023 includes costs related to non-deductible stock-based compensation, a valuation allowance recorded against non-U.S.

results and non-deductible executive compensation.

As of June 30, 2024 and December 31, 2023, the Company has an income tax payable balance of $ 1.0 million that is included in other liabilities within the condensed consolidated balance sheets.

NOTE 14— CONTINGENT CONSIDERATION CHARGES (GAINS), RESTRUCTURING CHARGES AND OTHER

Contingent consideration charges (gains), restructuring charges and other for the three and six months ended June 30, 2024 and 2023 summarized below (in thousands):

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Flexion contingent consideration 1,509 ( 18,258 ) $ ( 2,297 ) $ ( 6,640 )

Restructuring charges 996 936 6,531 936

Acquisition-related fees 174 489

Total contingent consideration (gains) charges, restructuring charges and other $ 1,903 $ 12,107

Acquisition-related expenses 230 709 404 1,198

Total contingent consideration charges (gains), restructuring charges and other $ 2,735 $ ( 16,613 ) $ 4,638 $ ( 4,506 )

Flexion Acquisition Contingent Consideration

During the three months ended March 31, 2024, t he Company recognized a $ 3.8 million contingent consideration gain.

During the three months ended March 31, 2023, the Company recorded a $ 11.6 million contingent consideration charge.

The Company recognized $ 1.5 million of charges and $ 2.3 million of gains related to contingent consideration d uring the three and six months ended June 30, 2024, respectively.

The Company recognized $ 18.3 million and $ 6.6 million of contingent consideration gains during the three and six months ended June 30, 2023, respectively.

See Note 9 , Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

4 unchanged sentences

and certain early-stage development programs to its commercial portfolio in the U.S.

market and (iii) reprioritizing investments to focus on commercial readiness for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings beginning in January 2025 and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement.

The Company recognized $ 5.5 million of restructuring charges for the three months ended March 31, 2024 related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related

market and (iii) reprioritizing investments to focus on commercial readiness for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings beginning in January 2025 as part of the Non-Opioids Prevent Addiction In the Nation (“NOPAIN”) Act and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement.

The Company recognized $ 1.0 million and $ 6.5 million of

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 29

termination costs, as well as contract termination costs.

The Company’s restructuring charges as of March 31, 2024, including the beginning and ending liability balances, are summarized below (in thousands):

restructuring charges for the three and six months ended June 30, 2024, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

The Company’s restructuring charges as of June 30, 2024, including the beginning and ending liability balances, are summarized below (in thousands):

Employee Termination Benefits (1)

3 unchanged sentences

Cash payments made / settled ( 1,129 ) ( 20 ) ( 1,149 )

Balance at March 31, 2024 $ 2,181 $ 733 $ 2,914

(1) During the three months ended March 31, 2024, there was $ 2.2 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

Acquisition-Related Fees

The Company recognized acquisition-related costs of $ 0.2 million and $ 0.5 million during the three months ended March 31, 2024 and 2023 , respectively, primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

Balances at June 30, 2024 $ 1,763 $ 892 $ 2,655

(1) During the three and six months ended June 30, 2024, there was $ 0.5 million and $ 2.7 million, respectively, of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

In J une 2023, t he Company implemented a restructuring plan in an effort to improve its operational efficiencies.

The restructuring charges are predominantly related to one-time employee termination benefits through a reduction of headcount, such as severance and related costs.

During the three and six months ended June 30, 2023, t he Company recognized $ 0.9 million of restructuring charges.

Acquisition-Related Expenses

The Company recognized acquisition-related expenses of $ 0.2 million and $ 0.4 million during the three and six months ended June 30, 2024 , respectively.

The Company recognized acquisition-related expenses of $ 0.7 million and $ 1.2 million during the three and six months ended June 30, 2023 , respectively.

These costs primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

NOTE 15— COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

The total remaining value of these milestones is $ 30.0 million, plus attorneys’ fees.

A trial was conducted in September 2023, and a decision is expected in the coming months.

A trial was conducted in September 2023, and a decision is expected in the coming weeks.

The Company is unable to predict the outcome of this action at this time.

eVenus Pharmaceutical Laboratories Litigations

In October 2021, the Company received a Notice Letter advising that eVenus Pharmaceutical Laboratories, Inc., or eVenus, of Princeton, New Jersey, submitted to the FDA an Abbreviated New Drug Application, or ANDA with a Paragraph IV certification seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL) in the U.S.

In October 2021, the Company received a Notice Letter advising that eVenus Pharmaceutical Laboratories, Inc., or eVenus, of Princeton, New Jersey, submitted to the United States Food and Drug Administration, or FDA, an Abbreviated New Drug Application, or ANDA with a Paragraph IV certification seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL) in the U.S.

prior to the expiration of U.S.

2 unchanged sentences

District Court for the District of New Jersey (21-cv-19829) asserting infringement of the ‘495 patent.

This triggered an automatic 30-month stay of final approval of the eVenus ANDA which expires on July 1, 2024.

This triggered an

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 30

automatic 30-month stay of final approval of the eVenus ANDA which expired on July 1, 2024.

On January 6, 2022, eVenus filed an Answer with counterclaims to the Complaint, alleging the ‘495 patent is invalid and/or not infringed through the manufacture, sale, or offer for sale of the product described in eVenus’s ANDA submission.

3 unchanged sentences

prior to the expiration of U.S.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 25

11,179,336 (the ‘336 patent).

2 unchanged sentences

District Court for the District of New Jersey (22-cv-00718) asserting that the 133 mg/10 mL ANDA product will infringe the ‘495 and ‘336 patents and that the 266 mg/20 mL ANDA product will infringe the ‘336 patent.

This filing triggered a second automatic 30-month stay of final approval for the 133 mg/10 mL ANDA product which expires on July 1, 2024.

This filing triggered a second automatic 30-month stay of final approval for the 133 mg/10 mL ANDA product which expired on July 1, 2024.

The first and second patent infringement suits were consolidated.

2 unchanged sentences

The Company has subsequently voluntarily dismissed its claims with respect to the ‘336 Patent.

The trial on the remaining claim was conducted in February 2024 with a decision expected in the coming months.

In April 2023, the Company filed a third patent infringement suit against eVenus, its parent company, and Fresenius Kabi USA, LLC, in the U.S.

The trial on the remaining claim was conducted in February 2024 with a decision expected in the coming days.

In April 2023, the Company filed a third patent infringement suit against eVenus, its parent company, and Fresenius Kabi USA, LLC, or Fresenius, in the U.S.

District Court for the District of New Jersey (23-cv-2367) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S.

3 unchanged sentences

The parties have subsequently dismissed all patents other than the ‘348 patent from this litigation.

This action is in the discovery stage.

In May 2024, the Company filed a fourth patent infringement suit against eVenus, its parent company and Fresenius in the U.S.

District Court for the District of New Jersey (24-cv-6294) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S.

11,819,574 and 11,819,575.

This action is in the pleadings stage.

In July 2024, the Company filed a fifth patent infringement suit against eVenus, its parent company and Fresenius in the U.S.

District Court for the District of New Jersey (24-cv-7680) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S.

This action is in the pleadings stage.

The Company is unable to predict the outcome of these litigations at this time.

14 unchanged sentences

District Court, District of Nevada conducted a mediation that did not result in a settlement.

During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with the 200-liter EXPAREL manufacturing process to RDF under protest.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 31

the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with the 200-liter EXPAREL manufacturing process to RDF under protest.

A trial is currently scheduled for September 2024.

8 unchanged sentences

The Company is still working with the FDA, EMA and Medicines and Healthcare Regulatory Agency (MHRA) to finalize the regulatory pathways for its remaining pediatric commitments.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 26

Contingent Milestone Payments

4 unchanged sentences

In February 2024, the FDA granted a Regenerative Medicine Advanced Therapy (RMAT) designation to PCRX-201 for the treatment of OA pain of the knee.

NOTE 16— SUBSEQUENT EVENT

In July 2024, eVenus received FDA approval of a generic version of EXPAREL—the Company’s bupivacaine liposome injectable suspension product.

This generic version of EXPAREL is part of multiple ongoing and pending patent infringement litigations, with a decision on the first case expected in the coming days.

Refer to Note 15, Commitments and Contingencies , for information on the related legal proceedings.

Pacira BioSciences, Inc.

3 unchanged sentences

This Quarterly Report on Form 10-Q and certain other communications made by us contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to:

our growth and future operating results and trends, our strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio, development programs, patent terms, development of products, strategic alliances and intellectual property and any other statements that are not historical facts.

our growth and future operating results and trends, our strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio, development programs, patent terms, development of products, strategic alliances and intellectual property, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and any other statements that are not historical facts.

For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement.

57 unchanged sentences

Recent Highlights

• In February 2024, the FDA approved our sNDA for a 200-liter EXPAREL manufacturing suite at our Science Center Campus in San Diego, California.

We expect to start selling commercial product manufactured in this 200-liter suite later this year, which could help drive a more favorable cost of commercial product sold and benefit EXPAREL gross margins over time.

• In February 2024, the FDA granted a Regenerative Medicine Advanced Therapy, or RMAT, designation to PCRX-201 (enekinragene inzadenovec), our novel IA helper-dependent adenovirus (HDAd) gene therapy product candidate that codes for interleukin-1 receptor antagonist (IL-1Ra) for the treatment of OA pain of the knee.

The RMAT application was supported by the preliminary safety and efficacy findings from a Phase 1 open-label, proof-of-concept, single ascending dose trial that enrolled 72 patients in two three-dose cohorts:

a co-administered IA steroid cohort and a cohort that did not receive a steroid.

PCRX-201 was well tolerated, with efficacy observed through at least 52 weeks at all doses and cohorts.

Established under the 21 st Century Cures Act, RMAT designation is a dedicated program designed to expedite the development and review processes for promising therapies—including genetic therapies—that are intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition, and for which preliminary clinical evidence indicates that the drug or therapy has the potential to address an unmet medical need.

• In May 2024, we completed a private placement of $287.5 million in aggregate principal amount of 2.125% convertible senior notes due 2029, or 2029 Notes.

We used part of the net proceeds from the issuance of the 2029 Notes to repurchase $200.0 million in aggregate principal amount of our 0.750% convertible senior notes due 2025, or 2025 Notes, in privately-negotiated transactions at a discount for $191.4 million in cash (including accrued interest).

The partial repurchase of the 2025 Notes resulted in a $1.5 million proportional reduction of deferred financing costs and a $7.5 million gain on early extinguishment of debt.

For more information, see Note 8, Debt , to our condensed consolidated financial statements included herein and “Liquidity and Capital Resources” below.

• In May 2024, we announced a new share repurchase program which authorizes us to repurchase up to an aggregate of $150 million of our outstanding common stock.

Repurchases under the program may be made at management’s discretion on the open market or through privately negotiated transactions.

The share repurchase program may be suspended or discontinued at any time by us and has an expiration date of December 31, 2026.

Concurrently with the pricing of the offering of the 2029 Notes, we entered into separate privately negotiated agreements with certain of the initial purchasers of the 2029 Notes or their respective affiliates and/or certain other financial institutions to repurchase 837,240 shares of our common stock for $25.0 million.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 34

• In March 2024, the United States Patent and Trademark Office issued Patent No.

11,925,706 (the ‘706 patent) claiming composition of matter, Patent No.

11,918,565 (the ‘565 patent) claiming method of use as a sciatic nerve block in the popliteal fossa and Patent No.

11,931,459 (the ‘459 patent) claiming method of use in pediatric patients.

Each of these EXPAREL patents are listed in the FDA’s “ Approved Drug Products with Therapeutic Equivalence Evaluations ” (the “Orange Book”).

The ‘706 patent has an expiration date of January 22, 2041 and the ‘459 and ‘565 patents have expiration dates of March 17, 2042 and February 2, 2043, respectively.

• In April 2024, investigators presented encouraging preliminary results from a 72-patient study of PCRX-201 data at the Osteoarthritis Research Society International, or OARSI, 2024 World Congress in Vienna, Austria.

The data showed that a single IA injection of PCRX-201 demonstrated sustained clinical effect as assessed by patient-reported outcomes at all dose levels for at least one-year post-injection.

Importantly, PCRX-201 was shown to be well-tolerated with a favorable safety profile.

We expect to submit updated data demonstrating PCRX-201’s effectiveness through two years for presentation at a medical meeting in the second half of 2024.

• On May 7, 2024, we announced that the Board of Directors has approved a new share repurchase program—effective immediately—which authorizes us to purchase up to an aggregate of $150.0 million of our outstanding common stock.

Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions.

The share repurchase program may be suspended or discontinued at any time by the Company and has an expiration date of December 31, 2026.

We expect to fund the share repurchase program using a combination of existing cash reserves and future cash flows.

• In July 2024, the Centers for Medicare and Medicaid Services, or CMS, issued its proposed Hospital Outpatient Prospective Payment System and Ambulatory Surgical Center Payment System rule for 2025.

In the proposed rule, EXPAREL is one of six covered non-opioids—two of which are specific to ophthalmology— qualifying for separate Medicare reimbursement in both the ambulatory surgical center, or ASC, and hospital outpatient, or HOPD, settings, where EXPAREL will be reimbursed at 106% of the average sales price (also called “ASP + 6% reimbursement”).

Pending finalization, this policy would go into effect beginning January 1, 2025.

The proposed rule reflects impending implementation of the NOPAIN Act, which mandates separate CMS payment for qualifying non-opioid drugs and devices across HOPD and ASC settings.

The law was passed as part of the Consolidated Appropriations Act of 2023.

In the U.S., EXPAREL is currently indicated for local analgesia via infiltration in patients aged six years and older and regional analgesia via interscalene brachial plexus nerve block, sciatic nerve block in the popliteal fossa, and adductor canal block in adults.

1 unchanged sentence

In Europe, EXPAREL is approved as a brachial plexus block or femoral nerve block for treatment of post-operative pain in adults, and as a field block for treatment of somatic post-operative pain from small- to medium-sized surgical wounds in adults and children aged six years and older.

EXPAREL Label Activities

• Launching EXPAREL in two new lower extremity nerve block indications.

EXPAREL Label Expansion

• Expanding utilization in lower extremity nerve block indications.

In February 2024, we launched EXPAREL in two key lower extremity nerve blocks—namely an adductor canal block and a sciatic nerve block in the popliteal fossa.

We believe these two key nerve blocks provide the opportunity to significantly expand EXPAREL utilization within surgeries of the knee, lower leg, and foot and ankle procedures.

We believe these two key nerve blocks will expand EXPAREL utilization within surgeries of the knee, lower leg, and foot and ankle procedures.

The launch is supported by two successful head-to-head Phase 3 studies in which EXPAREL demonstrated four days of superiority to bupivacaine.

• Pediatrics.

We are launching a Phase 1 pharmacokinetic study of EXPAREL as a single-dose post-surgical infiltration administration in patients under six years of age.

If successful, we expect this study, followed by a Phase 3 registration study, will support expansion of the EXPAREL labels in the U.S.

We have launched a Phase 1 pharmacokinetic study of EXPAREL as a single-dose post-surgical infiltration administration in patients under six years of age.

If successful, we expect this study, followed by a Phase 3 registration study, will support expansion of the EXPAREL labels in the U.S., European Union, or E.U., and United Kingdom, or U.K.

We are also discussing with the FDA, EMA and Medicines and Healthcare Products Regulatory Agency (MHRA) our regulatory strategy for EXPAREL administered as a nerve block in the pediatric setting.

7 unchanged sentences

Since POAF typically occurs around the third day after surgery, a long-acting block with EXPAREL provided at the time of surgery may enhance current prophylactic measures.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 30

Additionally, we initiated a second Phase 1 study of EXPAREL for intrathecal analgesia in June 2023.

EXPAREL Clinical Benefits

6 unchanged sentences

• facilitates treatment of a variety of surgical sites.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 35

We believe EXPAREL is a key component of long-acting postsurgical pain management regimens that reduce the need for opioids.

6 unchanged sentences

shortly thereafter.

We believe ZILRETTA’s extended-release profile may also provide effective treatment for OA pain of the shoulder.

We believe ZILRETTA’s extended-release profile may also provide effective treatment for OA pain of the shoulder and we recently launched a Phase 3 registration study to evaluate the safety and efficacy of ZILRETTA for the management of OA pain of the shoulder.

If the study is successful, we plan to seek approval to expand the ZILRETTA label to include OA pain of the shoulder.

ZILRETTA Clinical Benefits

3 unchanged sentences

The pivotal Phase 3 trial showed that ZILRETTA significantly reduced OA knee pain for 12 weeks, with some people experiencing pain relief through 16 weeks.

We believe that ZILRETTA holds the potential to become the corticosteroid of choice given its safety and efficacy profile, and the fact that it is the first and only extended-release corticosteroid on the market.

We believe that ZILRETTA has the potential to become the corticosteroid of choice given its safety and efficacy profile, and the fact that it is the first and only extended-release corticosteroid on the market.

In September 2021, the American Association of Orthopaedic Surgeons, or AAOS, updated its evidence-based clinical practice guidelines, finding ZILRETTA can improve patient outcomes over traditional immediate-release corticosteroids.

In 2024, we launched a Phase 3 registration study to evaluate the safety and efficacy of ZILRETTA for the management of OA pain of the shoulder.

If the study is successful, we plan to seek approval to expand the ZILRETTA label to include OA pain of the shoulder.

The iovera° system is a non-opioid handheld cryoanalgesia device used to produce precise, controlled doses of cold temperature to targeted nerves.

The iovera° system is a non-opioid handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature to targeted nerves.

It is FDA 510(k) cleared in the U.S., has a CE mark in the E.U.

2 unchanged sentences

It is also indicated for the relief of pain and symptoms associated with arthritis of the knee for up to 90 days.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 31

iovera° Clinical Benefits

1 unchanged sentence

Some of our strongest data relates directly to the improvement of OA pain of the knee.

Surgical intervention is typically a last resort for patients suffering from OA pain of the knee.

In one study, the majority of the patients suffering from OA pain of the knee experienced pain relief up to 150 days after being treated with iovera°.

Preliminary findings demonstrated reductions in opioids, including:

In a pivotal trial evaluating iovera° for knee OA pain, the majority of the patients suffering from OA pain of the knee experienced pain relief up to 150 days after being treated with iovera°.

Surgical intervention is typically a last resort for patients suffering from knee OA pain.

Treatment with iovera° has also demonstrated effectiveness for managing pain associated with knee replacements.

Specifically, findings demonstrated reductions in opioids, including:

• The daily morphine equivalent consumption in the per protocol group analysis was significantly lower at 72 hours (p<0.05), 6 weeks (p<0.05) and 12 weeks (p<0.05).

2 unchanged sentences

44 percent, p<0.01).

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 36

• Patients in the iovera° group demonstrated a statistically significant reduction in pain scores from their baseline pain scores at 72 hours (p<0.05) and at 12 weeks (p<0.05).

We believe these data validate iovera° as a clinically meaningful non-opioid alternative for patients undergoing TKA, and that iovera° offers the opportunity to provide patients with non-opioid pain control well in advance of any necessary surgical intervention through a number of key product attributes:

We believe these data validate iovera° as a clinically meaningful non-opioid alternative for patients with knee OA as well as those undergoing TKA, and that iovera° offers the opportunity to provide patients with non-opioid pain control well in advance of any necessary surgical intervention through a number of key product attributes:

• iovera° is safe and effective with immediate pain relief that can last for months as the nerve regenerates over time;

2 unchanged sentences

• iovera° is a convenient handheld device with a single-use procedure-specific Smart Tip;

• iovera° can be delivered precisely using ultrasound guidance or an anatomical landmark.

A study published in 2021 that included 267 patients (169 who underwent cryoneurolysis with iovera° compared to 98 patients who did not receive iovera° treatment) showed that patients who were treated with iovera° had 51% lower daily morphine milligram equivalents during their hospital stay and a 22% lower mean pain score versus those who were not.

• iovera° can be delivered precisely using imaging guidance or an anatomical landmark.

A study published in 2021 that included 267 patients undergoing TKA (169 who underwent cryoneurolysis with iovera° compared to 98 patients who did not receive iovera° treatment) showed that patients who were treated with iovera° had 51% lower daily morphine milligram equivalents during their hospital stay and a 22% lower mean pain score versus those who were not.

In addition, the iovera° group had greater function at discharge, a shorter length of hospital stay and received significantly fewer opioids, including discharge prescriptions at week 2 and week 6 after surgery.

In September 2021, the AAOS updated its evidence-based clinical practice guidelines, reporting that denervation therapy—including cryoneurolysis—may reduce knee pain and improve function in patients with symptomatic OA of the knee.

We are currently sponsoring a prospective, real-world registry called the Innovations in Genicular Outcomes Registry, or iGOR, which is a patient focused registry governed in collaboration with a steering committee of scientific experts that evaluates clinical, economic- and health-related patient-reported outcomes in patients who have received any treatment for knee OA pain, including TKA, for a minimum of 18 months.

A unique feature of iGOR is that if patients receive additional treatments for OA, data capture resets so outcomes of their treatment journey can be followed over multiple years.

Unlike in clinical studies, treatment decisions in iGOR are decided by physicians and patients in a shared decision-making manner rather than being driven by treatment assignment, so that outcomes are truly those from real-world applications.

The iGOR registry is tracking outcomes of iovera°, ZILRETTA and EXPAREL, as well as comparator treatments.

Early outcomes from iGOR have shown that patients who receive iovera° prior to TKA have less pain, improved function and improved sleep for six months after surgery versus patients who do not receive iovera°.

In addition, a pilot randomized control trial evaluating iovera° for the treatment of lower back pain showed that it had significantly greater improvements in pain and disability, and required fewer injections over a year, compared to patients who were treated with radiofrequency ablation.

This data supports the development of a longer Smart Tip that is currently underway which would allow for broader use of iovera° for the treatment of lower back pain.

Beyond treatment for pain, observational data has been presented at multiple congresses showing effectiveness of iovera° for the treatment of upper limb spasticity over 90 days by targeting motor nerves.

We currently have a pivotal trial underway to demonstrate the efficacy and safety of iovera° for treating spasticity.

The Osteoarthritis Market

15 unchanged sentences

Clinical Development Programs

PCRX-201 was added to our product development portfolio as part of the Flexion Acquisition.

PCRX-201 is a novel, helper-dependent adenoviral vector expressing interleukin-1 receptor antagonist (IL-1Ra).

1 unchanged sentence

In a Phase 1 proof-of-concept study of patients with moderate to severe OA of the knee, PCRX-201 was well tolerated with improvements in knee pain observed across all doses.

In February 2024, the FDA granted PCRX-201 an RMAT designation.

Our RMAT application was supported by the preliminary safety and efficacy findings from a Phase 1 open-label, proof-of-concept, single ascending dose trial that enrolled 72 patients in two three-dose cohorts:

The study enrolled 72 patients in two three-dose cohorts:

a co-administered IA steroid cohort and a cohort that did not receive a steroid.

1 unchanged sentence

The highest level of efficacy was achieved in the co-administered steroid group, which showed a greater percentage of patients with at least a 50% improvement in Western Ontario and McMaster Universities Osteoarthritis Index (WOMAC) pain and stiffness scores, as well as a meaningful improvement in (Knee Injury and Osteoarthritis Outcomes Score) KOOS functional assessment.

The 52-week data were presented at the Osteoarthritis Research Society International (OARSI) 2024 World Congress in April 2024 and we expect to submit the 104-week efficacy and safety data for presentation at a medical meeting later this year.

pMVL-Based Clinical Program

Given the proven safety, flexibility and customizability of our pMVL drug delivery technology platform for acute, sub-acute and chronic pain applications, we have another pMVL-based product in clinical development.

Following data readouts from preclinical and feasibility studies, we initiated a second Phase 1 study of EXPAREL for intrathecal analgesia in June 2023.

The one-year data were presented at the Osteoarthritis Research Society International (OARSI) 2024 World Congress in April 2024.

We now have two-year efficacy and safety data that we have submitted for presentation at a medical meeting later this year.

Given the highly encouraging Phase 1 data, we are preparing to launch a second clinical study in knee OA.

In February 2024, the FDA granted PCRX-201 a Regenerative Medicine Advanced Therapy, or RMAT, designation.

Established under the 21 st Century Cures Act, RMAT designation is a dedicated program designed to expedite the development and review processes for promising therapies, including genetic therapies, that are intended to treat, modify, reverse or cure a serious or life-threatening disease or condition, and for which preliminary clinical evidence indicates that the drug or therapy has the potential to address an unmet medical need.

PCRX-201 is the first gene therapy product candidate to receive RMAT designation for OA.

External Innovation

27 unchanged sentences

Results of Operations

Comparison of the Three Months Ended March 31, 2024 and 2023

Comparison of the Three and Six Months Ended June 30, 2024 and 2023

Net product sales consist of sales of (i) EXPAREL in the U.S., E.U., and U.K.;

4 unchanged sentences

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Net product sales:

4 unchanged sentences

Total net product sales 176,387 169,467 4% 342,211 328,898 4%

Royalty revenue 1,293 910 42%

Royalty revenue 1,636 — N/A 2,929 910 100% +

Total revenues $ 178,023 $ 169,467 5% $ 345,140 $ 329,808 5%

EXPAREL revenue increased 2% in the three months ended March 31, 2024 versus 2023.

Components of the increase included a 3% increase in gross vial volume, which was offset by a shift in product mix.

EXPAREL revenue was also impacted by a 2% increase in selling price per unit related to a January 2024 price increase, which was partially offset by sales related allowances as a result of group purchasing organization contracting.

ZILRETTA revenue increased 6% in the three months ended March 31, 2024 versus 2023 primarily due to a 7% increase in net selling price per unit related to increases of gross selling price per unit and favorable sales related allowances, partially offset by a 1% decrease in kit volume.

Net product sales of iovera° increased 26% in the three months ended March 31, 2024 versus 2023 primarily due to an increase of 34% in Smart Tip volume, partially offset by a 2% decrease in selling price per Smart Tip due to increased sales to clinics.

Bupivacaine liposome injectable suspension revenue increased more than 100% in the three months ended March 31, 2024 versus 2023 and its related royalties increased 42% primarily due to the sales mix of vial sizes and the timing of orders placed for veterinary use.

The following tables provide a summary of activity with respect to our sales related allowances and accruals related to EXPAREL and ZILRETTA for the three months ended March 31, 2024 and 2023 (in thousands):

March 31, 2024 Returns

EXPAREL revenue increased 1% in both the three and six months ended June 30, 2024 versus 2023.

Components of the increase included a 3% increase in gross vial volume in both the three and six months ended June 30, 2024 versus 2023, which was offset by a shift in vial mix.

EXPAREL revenue was also impacted by a 1% increase in selling price per unit in both the three and six months ended June 30, 2024 versus 2023, related to a January 2024 price increase, net of increases in sales related allowances as a result of group purchasing organization contracting.

ZILRETTA revenue increased 5% and 6% in the three and six months ended June 30, 2024 versus 2023, primarily due to a 3% and 5% increase in net selling price per unit related to a January 2024 price increase and a 3% and 1% increase in kit volume, respectively.

Net product sales of iovera° increased 29% and 28% in the three and six months ended June 30, 2024 versus 2023, respectively, primarily due to increases of 29% and 32% in Smart Tip volume, partially offset by increased sales related allowances and accruals.

Bupivacaine liposome injectable suspension revenue increased more than 100% in both the three and six months ended June 30, 2024 versus 2023.

Its related royalties also substantially increased in both the three and six months ended June 30, 2024 versus 2023 primarily due to the sales mix of vial sizes and the timing of orders placed for veterinary use.

The following tables provide a summary of activity with respect to our sales related allowances and accruals related to EXPAREL and ZILRETTA for the six months ended June 30, 2024 and 2023 (in thousands):

June 30, 2024 Returns

Allowances Prompt

5 unchanged sentences

Payments / Adjustments (664) (6,287) (9,850) (55,058) (715) (72,574)

Balance at March 31, 2024 $ 1,769 $ 1,278 $ 3,404 $ 5,350 $ 1,478 $ 13,279

Balance at June 30, 2024 $ 2,218 $ 1,220 $ 3,832 $ 5,345 $ 1,794 $ 14,409

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 40

March 31, 2023 Returns

June 30, 2023 Returns

Allowances Prompt

5 unchanged sentences

Payments / Adjustments (956) (5,918) (8,677) (45,659) (982) (62,192)

Balance at March 31, 2023 $ 1,828 $ 1,204 $ 3,308 $ 5,312 $ 802 $ 12,454

Total reductions of gross product sales from sales-related allowances and accruals were $34.3 million and $30.6 million, or 17.1% and 16.2% of gross product sales, for the three months ended March 31, 2024 and 2023, respectively.

Balance at June 30, 2023 $ 1,857 $ 1,221 $ 3,411 $ 6,729 $ 831 $ 14,049

Total reductions of gross product sales from sales-related allowances and accruals were $73.1 million and $63.9 million, or 17.6% and 16.3% of gross product sales, for the six months ended June 30, 2024 and 2023, respectively.

The overall 1.3% increase in sales-related allowances and accruals as a percentage of gross product sales was primarily related to accruals as a result of higher chargeback-related allowances from expanded contracting efforts.

4 unchanged sentences

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Cost of goods sold $ 44,262 $ 48,207 (8)% $ 91,678 $ 97,227 (6)%

Gross margin 75 % 72 % 73 % 71 %

Gross margin increased three percentage-points in the three months ended March 31, 2024 versus 2023 primarily due to lower EXPAREL product cost and lower royalty expense as discussed below, partially offset by higher inventory reserves.

Gross margin increased three and two percentage-points in the three and six months ended June 30, 2024 versus 2023, respectively, primarily due to lower EXPAREL product cost and lower royalty expense as discussed below, partially offset by higher inventory reserves.

On August 8, 2023, the U.S.

5 unchanged sentences

Product development and manufacturing capacity expansion expenses include development costs for our products, which include personnel, research equipment, materials and contractor costs for process development and product candidates, development costs related to significant scale-ups of our manufacturing capacity and facility costs for our research space.

Regulatory and other expenses include regulatory activities related to unapproved products and indications, medical information expenses, registry expenses and related personnel.

Regulatory and other expenses include regulatory activities related to unapproved products and indications, medical information expenses, expenses related to our iGOR registry study and related personnel.

Stock-based compensation expense relates to the costs of stock option grants, awards of restricted stock units, or RSUs, and our employee stock purchase plan, or ESPP.

3 unchanged sentences

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Clinical and preclinical development $ 8,172 $ 5,194 57% $ 14,518 $ 10,455 39%

4 unchanged sentences

% of total revenues 11 % 11 % 11 % 11 %

Total research and development expense increased 6% in the three months ended March 31, 2024 versus 2023.

Clinical and preclinical development expense increased 21% in the three months ended March 31, 2024 versus 2023 due to the start-up and enrollment in a ZILRETTA shoulder trial and an EXPAREL pediatric trial, and start-up activities in an iovera° spasticity trial.

These increases were partially offset by the winding down of a PCRX-201 Phase 1 study for knee OA as follow-up visits of subjects were completed in November 2023, and the completion of toxicology studies for product candidates.

Product development and manufacturing capacity expansion expense decreased 4% in the three months ended March 31, 2024 versus 2023, primarily attributable to the near-completion of pre-commercial scale-up activities of our EXPAREL manufacturing capacity at our Science Center Campus in San Diego, California.

Total research and development expense increased 8% and 7% in the three and six months ended June 30, 2024 versus 2023, respectively.

Clinical and preclinical development expense increased 57% and 39% in the three and six months ended June 30, 2024 versus 2023, respectively, due to the start-up of and enrollment in a ZILRETTA shoulder trial, an EXPAREL intrathecal trial and an EXPAREL pediatric trial, and start-up activities in an iovera° spasticity trial.

These increases were partially offset by the winding down of a PCRX-201 Phase 1 trial for knee OA as two-year follow-up visits of subjects were completed in November 2023.

This Phase 1 trial remains on track for completion by November 2026, the last year of the follow-up period for the last patient dosed.

In addition, toxicology studies for product candidates were completed in 2023.

Product development and manufacturing capacity expansion expense decreased 21% and 13% in the three and six months ended June 30, 2024 versus 2023, respectively, primarily attributable to the near-completion of pre-commercial scale-up activities of our EXPAREL manufacturing capacity at our Science Center Campus in San Diego, California, subsequently placed into service in July 2024.

The FDA approved an sNDA for our 200-liter EXPAREL manufacturing suite in February 2024.

This decrease is partially offset by ongoing product development costs related to PCRX-201 and an iovera° medial branch Smart Tip.

Regulatory and other expense increased 16% in the three months ended March 31, 2024 versus 2023 due to increased enrollment and additional sites related to an observational registry study which tracks patients’ symptoms and experience with pain management related to OA of the knee.

Stock-based compensation decreased 4% in the three months ended March 31, 2024 versus 2023 primarily due to the impact of a February 2024 restructuring program which resulted in accelerated stock-based compensation for those impacted being recorded in contingent consideration (gains) charges, restructuring charges and other.

Regulatory and other expense increased 12% and 14% in the three and six months ended June 30, 2024 versus 2023, respectively, due to increased enrollment and additional sites related to an observational registry study which tracks patients’ symptoms and experience with pain management related to OA of the knee.

Stock-based compensation increased 12% and 4% in the three and six months ended June 30, 2024 versus 2023, respectively, primarily due to greater equity awards granted to personnel.

Selling, General and Administrative Expenses

7 unchanged sentences

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Sales and marketing $ 39,047 $ 37,462 4% $ 78,482 $ 79,041 (1)%

3 unchanged sentences

% of total revenues 38 % 38 % 41 % 41 %

Total selling, general and administrative expense increased 2% in the three months ended March 31, 2024 versus 2023.

Sales and marketing expense decreased 5% in the three months ended March 31, 2024 versus 2023, which is attributable to the impact of a February 2024 restructuring program.

These measures involved reallocating resources and prioritizing investing in programs to drive awareness and education for our customers and enhance our marketing, market access and reimbursement teams and value creation for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings beginning in January 2025.

We expect investments in these programs to increase in the remaining nine months of 2024.

General and administrative expense increased 18% in the three months ended March 31, 2024 versus 2023 primarily driven by legal fees primarily attributable to ongoing litigation.

We also incurred compensatory costs associated with the transition to our new Chief Executive Officer effective January 2, 2024, which include compensation related to the current Chief Executive Officer and to the former Chief Executive Officer who remains employed by the Company in an advisory role, and, to a lesser extent, third-party consulting.

Total selling, general and administrative expense increased 5% and 3% in the three and six months ended June 30, 2024 versus 2023, respectively.

Sales and marketing expense increased 4% in the three months ended June 30, 2024 versus 2023 and decreased 1% in the six months ended June 30, 2024 versus 2023.

The three months increase was driven by investing in programs to drive awareness and education for our customers and enhance our marketing, market access and reimbursement teams and value creation for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings beginning in January 2025 as part of the NOPAIN Act.

We expect investments in these programs to increase in the second half of 2024 as we launch our national campaign— Make the NOPAIN Pact —which targets hospital pharmacists, administrators, clinicians and revenue management teams and is focused on ensuring these audiences are ready for the commencement of the NOPAIN Act.

These increases were partially offset by the impact of a February 2024 restructuring program.

The six months decrease wa s attributable to the impact of the February 2024 restructuring program.

General and administrative expense increased 3% and 11% in the three and six months ended June 30, 2024 versus 2023, respectively.

The three and six month increases were primarily driven by third-party management consulting to assess strategic opportunities and market assessments for our products, partially offset by lower legal fees for ongoing litigation.

Incrementally, the six months increase also included compensatory costs associated with the transition to our new Chief Executive Officer effective January 2, 2024, which include compensation related to the current Chief Executive Officer and to the former Chief Executive Officer who remains employed by the Company in an advisory role.

For more information on our ongoing litigation, see Note 15, Commitments and Contingencies, to our condensed consolidated financial statements included herein.

Stock-based compensation decreased 5% for the three months ended March 31, 2024 versus 2023 primarily due to the impact from the February 2024 restructuring program which resulted in accelerated stock-based compensation for those impacted being recorded in contingent consideration (gains) charges, restructuring charges and other.

Stock-based compensation increased 13% and 4% for the three and six months ended June 30, 2024 versus 2023, respectively, primarily due to greater equity awards granted to personnel.

Amortization of Acquired Intangible Assets

1 unchanged sentence

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Amortization of acquired intangible assets $ 14,322 $ 14,322 —% $ 28,644 $ 28,644 —%

6 unchanged sentences

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Flexion contingent consideration $ 1,509 $ (18,258) N/A $ (2,297) $ (6,640) (65)%

Restructuring charges 5,535 — N/A

Acquisition-related fees 174 489 (64)%

Total contingent consideration (gains) charges, restructuring charges and other $ 1,903 $ 12,107 (84)%

Total contingent consideration (gains) charges, restructuring charges and other decreased 84% in the three months ended March 31, 2024 versus 2023.

During the three months ended March 31, 2024, we recognized a contingent consideration gain of $3.8 million primarily due to an adjustment reflecting the probability of achieving the remaining Flexion regulatory milestone by December 31, 2030, the expiration date.

During the three months ended March 31, 2023, we recognized a contingent consideration charge of $11.6 million, which was due to a decrease to the assumed discount rate based on a significant improvement in our incremental borrowing rate resulting from the TLA Credit Agreement (as defined below) entered into in March 2023.

During the three months ended March 31, 2024, we recognized restructuring charges of $5.5 million related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

Restructuring charges 996 936 6% 6,531 936 100% +

Acquisition-related expenses 230 709 (68)% 404 1,198 (66)%

Total contingent consideration charges (gains), restructuring charges and other $ 2,735 $ (16,613) N/A $ 4,638 $ (4,506) N/A

Total contingent consideration charges (gains), restructuring charges and other for the three and six months ended June 30, 2024 included charges of $2.7 million and $4.6 million, respectively.

Total contingent consideration charges (gains), restructuring charges and other for the three and six months ended June 30, 2023 included gains of $16.6 million and $4.5 million, respectively.

During the three months ended June 30, 2024, we recognized a contingent consideration charge of $1.5 million primarily due to revisions to the latest discount rates.

During the six months ended June 30, 2024, we recognized a contingent consideration gain of $2.3 million primarily due to an adjustment reflecting the probability of achieving the remaining Flexion regulatory milestone by the milestone expiration date.

During the three and six months ended June 30, 2023, we recognized contingent consideration gains of $18.3 million and $6.6 million, respectively.

These gains were primarily due to adjustments to long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones for the Flexion Acquisition by the December 31, 2030 milestone expiration date.

During the three and six months ended June 30, 2024, we recognized restructuring charges of $1.0 million and $6.5 million, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

During the three and six months ended June 30, 2023, we implemented a restructuring plan in an effort to improve our operational efficiencies and recognized $0.9 million in one-time employee termination benefits through a reduction of headcount.

During the three and six months ended June 30, 2023, we recognized acquisition-related expenses of $0.7 million and $1.2 million, respectively, primarily related to severance and other employee related costs, legal and other professional fees, third-party services and other one-time charges associated with the Flexion Acquisition.

For more information, see Note 9, Financial Instruments and Note 14, Contingent Consideration Charges (Gains), Restructuring Charges and Other , to our condensed consolidated financial statements included herein.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 44

Other Income (Expense), Net

1 unchanged sentence

Three Months Ended

March 31, % Increase / (Decrease)

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Interest income $ 4,749 $ 2,111 100% + $ 8,652 $ 5,253 65%

Interest expense (3,884) (3,865) —% (7,200) (13,454) (46)%

Loss on early extinguishment of debt — (16,926) (100)%

Gain (loss) on early extinguishment of debt 7,518 — N/A 7,518 (16,926) N/A

Other, net (39) (269) (86)% (198) (279) (29)%

Total other income (expense), net $ 428 $ (23,383) N/A

Total other income, net was $0.4 million in the three months ended March 31, 2024.

Total other expense, net was $23.4 million in the three months ended March 31, 2023.

The 24% increase in interest income in the three months ended March 31, 2024 versus 2023 was due to higher interest rates and overall investment balances.

The 65% decrease in interest expense during the three months ended March 31, 2024 versus 2023 was primarily driven by lower principal outstanding associated with the TLA Term Loan (as defined below) that was entered into on March 31, 2023 which replaced our then-outstanding TLB Term Loan (as defined below) that had a higher principal balance and interest rates.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 39

In conjunction with the entry into the TLA Credit Agreement, we incurred a $16.9 million loss on early extinguishment of debt recognized as a result of the retirement of $287.5 million aggregate principal of our TLB Term Loan (as defined below) in the three months ended March 31, 2023.

Total other income (expense), net $ 8,344 $ (2,023) N/A $ 8,772 $ (25,406) N/A

Total other income, net was $8.3 million and $8.8 million in the three and six months ended June 30, 2024, respectively.

Total other expense, net was $2.0 million and $25.4 million in the three and six months ended June 30, 2023, respectively.

The substantial increases in interest income in the three and six months ended June 30, 2024 versus 2023 were due to higher interest rates and overall investment balances.

The 46% decrease in interest expense during the six months ended June 30, 2024 versus 2023 was primarily driven by lower principal outstanding associated with the TLA Term Loan (as defined below) that was entered into on March 31, 2023 which replaced our then-outstanding TLB Term Loan (as defined below) that had a higher principal balance and interest rate.

In the three and six months ended June 30, 2024, we recognized a $7.5 million gain on early extinguishment of debt in conjunction with the repurchase of $200.0 million principal of our 2025 Notes.

The partial repurchase of the 2025 Notes was completed with our net proceeds from the issuance of the 2029 Notes.

In the six months ended June 30, 2023, in conjunction with the entry into the TLA Credit Agreement, we incurred a $16.9 million loss on early extinguishment of debt as a result of the retirement of $287.5 million aggregate principal of our TLB Term Loan (as defined below).

For more information, see Note 8, Debt , to our condensed consolidated financial statements included herein.

Income Tax Expense (Benefit)

The following table provides information regarding our income tax expense (benefit) during the periods indicated, including percent changes (dollar amounts in thousands):

Income Tax Expense

The following table provides information regarding our income tax expense during the periods indicated, including percent changes (dollar amounts in thousands):

Three Months Ended

March 31, % Increase / (Decrease)

Income tax expense (benefit) $ 4,661 $ (6,938) N/A

June 30, % Increase / (Decrease) Six Months Ended

June 30, % Increase / (Decrease)

2024 2023 2024 2023

Income tax expense $ 17,698 $ 12,091 46% $ 22,359 $ 5,153 100% +

Effective tax rate 48 % 32 % 45 % 45 %

The effective tax rates were 34% and 26% for the three months ended March 31, 2024 and 2023, respectively.

The effective tax rates were 48% and 45% for the three and six months ended June 30, 2024, respectively.

The effective tax rates were 32% and 45% for the three and six months ended June 30, 2023, respectively.

Income tax expense represents the estimated annual effective tax rate applied to the year-to-date domestic operating results adjusted for certain discrete tax items.

The effective tax rate for the three months ended March 31, 2024 include costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by tax credits and a fair value adjustment for the Flexion contingent consideration.

The effective tax rate for the three months ended March 31, 2023 includes costs for a fair value adjustment to Flexion contingent consideration, and a valuation allowance recorded against non-U.S.

results, offset by tax credits and stock-based compensation benefits.

The effective tax rates for the three and six months ended June 30, 2024 include costs related to non-deductible stock-based compensation, primarily related to expired stock options, and non-deductible executive compensation, partially offset by tax credits.

The effective tax rates for the three and six months ended June 30, 2023 includes costs related to non-deductible stock-based compensation, a valuation allowance recorded against non-U.S.

results and non-deductible executive compensation.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 45

Liquidity and Capital Resources

3 unchanged sentences

We have financed our operations primarily with the proceeds from the sale of convertible senior notes and other debt, common stock, product sales and collaborative licensing and milestone revenue.

As of March 31, 2024, we had an accumulated deficit of $97.8 million, cash and cash equivalents and available-for-sale investments of $325.9 million and working capital of $449.7 million.

As of June 30, 2024, we had an accumulated deficit of $78.9 million, cash and cash equivalents and available-for-sale investments of $404.2 million and working capital of $539.5 million.

We expect that our cash and cash equivalents and available-for-sale investments on hand will be adequate to cover our short-term liquidity needs, and that we would be able to access other sources of financing should the need arise.

1 unchanged sentence

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated (in thousands):

Three Months Ended

Six Months Ended

Condensed Consolidated Statements of Cash Flows Data:

5 unchanged sentences

Operating Activities

During the three months ended March 31, 2024, net cash provided by operating activities was $49.1 million, compared to $19.1 million during the three months ended March 31, 2023.

The increase of $30.0 million was attributable to increased revenue, lower interest paid and a $13.0 million payment made in the prior year for a termination fee relating to a licensing agreement.

Pacira BioSciences, Inc.

| Q1 2024 Form 10-Q | Page 40

During the six months ended June 30, 2024, net cash provided by operating activities was $102.3 million, compared to $62.6 million during the six months ended June 30, 2023.

The increase of $39.7 million was attributable to increased revenue with favorable gross margins, lower interest paid and a $13.0 million payment made in the prior year for a termination fee relating to a licensing agreement.

Investing Activities

During the three months ended March 31, 2024, net cash used in investing activities was $15.5 million, which reflected $12.7 million of outflows from available-for-sale investment purchases (net of sales), as well as $2.8 million of capital expenditures for manufacturing product fill lines and for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California.

During the three months ended March 31, 2023, net cash provided by investing activities was $66.2 million, which reflected proceeds from $76.7 million of available-for-sale investment sales (net of purchases), partially offset by purchases of fixed assets of $6.6 million for fill lines for our products and equipment for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California and purchases of equity and debt investments of $4.0 million.

During the six months ended June 30, 2024, net cash used in investing activities was $30.7 million, which reflected $26.3 million of outflows from available-for-sale investment purchases (net of sales), as well as $4.4 million of capital expenditures for manufacturing product fill lines and for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California.

During the six months ended June 30, 2023, net cash provided by investing activities was $73.5 million, which reflected proceeds from $90.2 million of available-for-sale investment sales (net of purchases), partially offset by purchases of fixed assets of $10.0 million for fill lines for our products and equipment for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California and purchases of equity and debt investments of $6.8 million.

Financing Activities

During the three months ended March 31, 2024, net cash used in financing activities was $2.8 million for a voluntary prepayment of TLA Term Loan principal.

See Note 8, Debt , to our condensed consolidated financial statements included herein for further discussion on the TLA Term Loan.

During the three months ended March 31, 2023, net cash used in financing activities was $153.9 million, which primarily consisted of a $296.9 million repayment of TLB Term Loan principal as well as a $5.8 million prepayment penalty, partially offset by the net proceeds from the TLA Term Loan of $149.6 million.

During the six months ended June 30, 2024, net cash provided by financing activities was $22.2 million, which primarily consisted of $287.5 million in proceeds from the issuance of the 2029 Notes.

We used the majority of the proceeds from the 2029 Notes to make a partial repurchase of the 2025 Notes in the amount of $191.0 million, enter into a capped call transaction for $26.7 million, repurchase $25.0 million of treasury stock, and pay debt issuance and financing costs of $9.4 million.

Additionally, we paid the remaining $8.6 million of 3.375% convertible senior notes due 2024 assumed from the Flexion Acquisition (the “Flexion 2024 Notes”) upon their maturity and made $5.6 million of voluntary prepayments associated with the TLA Term Loan.

See Note 8, Debt , to our condensed consolidated financial statements included herein for further discussion on the Flexion 2024 Notes, 2025 Notes, 2029 Notes, the capped call transaction and the TLA Term Loan.

There was also $1.4 million of proceeds from the issuance of common stock through our ESPP.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 46

During the six months ended June 30, 2023, net cash used in financing activities was $153.5 million, which consisted of a $296.9 million repayment of TLB Term Loan principal as well as a $5.8 million prepayment penalty in connection with the retirement of the TLB Term Loan facility, partially offset by the net proceeds from the TLA Term Loan of $149.6 million and the exercise of stock options of $1.9 million and $1.7 million from the issuance of common stock through our ESPP.

2028 Term Loan A Facility

On March 31, 2023, we entered into a credit agreement (the “TLA Credit Agreement”) to refinance the indebtedness outstanding under our TLB Credit Agreement (as defined and discussed below).

On March 31, 2023, we entered into a credit agreement (as amended to date, the “TLA Credit Agreement”) to refinance the indebtedness outstanding under our TLB Credit Agreement (as defined and discussed below).

The term loan issued under the TLA Credit Agreement (the “TLA Term Loan”) was issued at a 0.30% discount and provides for a single-advance term loan A facility in the principal amount of $150.0 million, which is secured by substantially all of our and any subsidiary guarantor’s assets and matures on March 31, 2028.

2 unchanged sentences

Each term loan borrowing which is a term benchmark borrowing or daily simple SOFR borrowing bears interest at a rate per annum equal to (i) the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR (as each is defined in the TLA Credit Agreement), plus (ii) a spread based on our Senior Secured Net Leverage Ratio ranging from 3.00% to 3.75%.

During the three months ended March 31, 2024, we made a voluntary principal prepayment of $2.8 million.

Due to voluntary principal prepayments made, we are not required to make further principal payments for the year ended December 31, 2024, although we retain the option to do so.

As of March 31, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.41%.

During the six months ended June 30, 2024, we made voluntary principal prepayments of $5.6 million.

During the year ended December 31, 2023, the Company made a scheduled principal payment of $2.8 million as well as $30.6 million of voluntary principal prepayments.

Due to voluntary principal prepayments made, we are not required to make further principal payments until June 2026, although we retain the option to do so.

As of June 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.43%.

The TLA Credit Agreement requires us to, among other things, maintain (i) a Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), determined as of the last day of each fiscal quarter, of no greater than 3.00 to 1.00 and (ii) a Fixed Charge Coverage Ratio (as defined in the TLA Credit Agreement), determined as of the last day of each fiscal quarter, of no less than 1.50 to 1.00.

1 unchanged sentence

The TLA Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.

As of March 31, 2024, we were in compliance with all financial covenants under the TLA Credit Agreement.

As of June 30, 2024, we were in compliance with all financial covenants under the TLA Credit Agreement.

See Note 8, Debt , to our condensed consolidated financial statements included herein for further discussion.

2029 Convertible Senior Notes

In July 2020, we completed a private placement of $402.5 million in aggregate principal amount of our 0.750% convertible senior notes due 2025, or 2025 Notes, and entered into an indenture with respect to the 2025 Notes.

In May 2024, we completed a private placement of $287.5 million in aggregate principal amount of our 2029 Notes, and entered into an indenture with respect to the 2029 Notes.

The 2029 Notes accrue interest at a fixed rate of 2.125% per year, payable semiannually in arrears on May 15 th and November 15 th of each year.

The 2029 Notes mature on May 15, 2029.

At June 30, 2024, all $287.5 million of principal was outstanding on the 2029 Notes.

See Note 8, Debt , to our condensed consolidated financial statements included herein for further discussion.

2025 Convertible Senior Notes

In July 2020, we completed a private placement of $402.5 million in aggregate principal amount of our 2025 Notes, and entered into an indenture with respect to the 2025 Notes.

The 2025 Notes accrue interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on February 1 st and August 1 st of each year.

The 2025 Notes mature on August 1, 2025.

At March 31, 2024, the outstanding principal on the 2025 Notes was $402.5 million.

In May 2024, we used part of the net proceeds from the issuance of the 2029 Notes to repurchase $200.0 million aggregate principal amount of the 2025 Notes in privately negotiated transactions at a discount for $191.4 million in cash (including accrued interest).

The partial repurchase of the 2025 Notes resulted in a $7.5 million gain on early extinguishment of debt.

At June 30, 2024, the outstanding principal on the 2025 Notes was $202.5 million.

See Note 8, Debt , to our condensed consolidated financial statements included herein for further discussion.

2 unchanged sentences

Future Capital Requirements

We believe that our existing cash and cash equivalents, available-for-sale investments and cash received from product sales will be sufficient to enable us to fund our operating expenses, capital expenditure requirements and payment of the interest and principal on our TLA Term Loan and 2025 Notes through the next 12 months.

Our future use of operating cash and capital requirements will depend on many forward-looking factors, including, but not limited to:

2 unchanged sentences

• the impact of global economic conditions—including the impact of inflation—on our product, material and labor costs, supply chain, longer lead-times, an inability to secure a sufficient supply of materials, our operating expenses and our business strategy;

• the timing of and extent to which the holders of our 2025 Notes elect to convert their 2025 Notes, the timing of principal and interest payments on our TLA Term Loan and the timing and impact of increases to the variable interest rate on our TLA Term Loan borrowings in accordance with the terms of the TLA Credit Agreement;

• the timing of and extent to which the holders of our 2025 Notes and 2029 Notes elect to convert their 2025 Notes and 2029 Notes, the timing of principal and interest payments on our TLA Term Loan and the timing and impact of increases to the variable interest rate on our TLA Term Loan borrowings in accordance with the terms of the TLA Credit Agreement;

• the costs and our ability to successfully continue to expand the commercialization of EXPAREL, ZILRETTA and iovera°;

5 unchanged sentences

• the costs and timing of future payments under our employee benefit plans, including but not limited to our cash long-term incentive plan and non-qualified deferred compensation plan;

• the timing and the number of shares of our common stock repurchased through our share repurchase program;

• the extent to which we acquire or invest in products, businesses and technologies.

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements