What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-07-30 · 495 added, 372 removed, 1095 unchanged (44% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

2024 December 31,

31 unchanged sentences

5,000,000 shares authorized;

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

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

Common stock, par value $ 0.001 ;

250,000,000 shares authorized;

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

46,985,386 shares issued and 46,148,146 shares outstanding at September 30, 2024 and 46,481,174 shares issued and outstanding at December 31, 2023

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

Additional paid-in capital 996,376 976,633

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

Amortization of acquired intangible assets 14,322 14,322 42,966 42,966

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

Goodwill impairment 163,243 — 163,243 —

Contingent consideration (gains) charges, restructuring charges and other ( 1,766 ) 3,356 2,872 ( 1,150 )

Total operating expenses 308,100 146,205 611,788 439,227

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

(Loss) income from operations ( 139,527 ) 17,721 ( 98,075 ) 54,507

Other income (expense):

4 unchanged sentences

Total other income (expense), net 671 ( 1,120 ) 9,443 ( 26,526 )

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

(Loss) income before income taxes ( 138,856 ) 16,601 ( 88,632 ) 27,981

Income tax expense ( 4,610 ) ( 5,743 ) ( 26,969 ) ( 10,896 )

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

Net (loss) income $ ( 143,466 ) $ 10,858 $ ( 115,601 ) $ 17,085

Net (loss) income per common share:

Basic and diluted net (loss) income per common share $ ( 3.11 ) $ 0.23 $ ( 2.50 ) $ 0.37

Weighted average common shares outstanding:

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PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

Net (loss) income $ ( 143,466 ) $ 10,858 $ ( 115,601 ) $ 17,085

Other comprehensive income (loss):

Net unrealized gain on investments, net of tax 597 146 437 362

Foreign currency translation adjustments ( 24 ) 17 ( 6 ) 8

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

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

Total other comprehensive income 573 163 431 370

Comprehensive (loss) income $ ( 142,893 ) $ 11,021 $ ( 115,170 ) $ 17,455

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(In thousands)

4 unchanged sentences

Common Shares Treasury Shares Common Stock Treasury Stock Total

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

Vested restricted stock units 31 — — — — — — —

Common stock withheld for employee withholding tax liabilities on vested restricted stock units — — — — ( 32 ) — — ( 32 )

Common stock issued under employee stock

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

Stock-based compensation — — — — 13,230 — — 13,230

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

Other comprehensive income (Note 10) — — — — — — 573 573

Net loss — — — — — ( 143,466 ) — ( 143,466 )

Balance at September 30, 2024 46,985 ( 837 ) $ 47 $ ( 25,121 ) $ 996,376 $ ( 222,397 ) $ 678 $ 749,583

Common Stock Additional

3 unchanged sentences

Shares Amount Total

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

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

Exercise of stock options 1 — 25 — — 25

Vested restricted stock units 17 — — — — —

Common stock issued under employee stock

purchase plan 50 — 1,672 — — 1,672

Stock-based compensation — — 12,530 — — 12,530

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

Other comprehensive income (Note 10) — — — — 163 163

Net income — — — 10,858 — 10,858

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

Balance at September 30, 2023 46,427 $ 46 $ 963,181 $ ( 131,666 ) $ ( 10 ) $ 831,551

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(In thousands)

12 unchanged sentences

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

Other comprehensive income (Note 10) — — — — — — 431 431

Net loss — — — — — ( 115,601 ) — ( 115,601 )

Balance at September 30, 2024 46,985 ( 837 ) $ 47 $ ( 25,121 ) $ 996,376 $ ( 222,397 ) $ 678 $ 749,583

Common Stock Additional

11 unchanged sentences

Net income — — — 17,085 — 17,085

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

Balance at September 30, 2023 46,427 $ 46 $ 963,181 $ ( 131,666 ) $ ( 10 ) $ 831,551

See accompanying notes to condensed consolidated financial statements.

4 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

Net income $ 27,865 $ 6,227

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

Net (loss) income $ ( 115,601 ) $ 17,085

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

Goodwill impairment 163,243 —

Deferred taxes 17,113 9,014

5 unchanged sentences

Changes in contingent consideration ( 5,541 ) ( 3,847 )

Other net losses 109 11

Other net (gains) losses ( 53 ) 2,415

Changes in operating assets and liabilities:

36 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Supplemental cash flow information:

3 unchanged sentences

Fixed assets included in accounts payable and accrued liabilities $ 415 $ 1,470

Excise tax on share repurchases included in accrued liabilities $ 121 $ —

See accompanying notes to condensed consolidated financial statements.

5 unchanged sentences

Pacira BioSciences, Inc.

and its subsidiaries (collectively, the “Company” or “Pacira”) is the therapeutic area leader in non-opioid pain management with a stated corporate mission of providing non-opioid pain management options to as many patients as possible and redefining the role of opioids for rescue therapy only.

and its subsidiaries (collectively, the “Company” or “Pacira”) delivers innovative, non-opioid pain therapies to transform the lives of patients.

The Company’s long-acting, local analgesic, EXPAREL ® (bupivacaine liposome injectable suspension), was commercially launched in the United States, or U.S., in April 2012 and approved in select European countries and the United Kingdom, or U.K., in November 2021.

EXPAREL utilizes the Company’s proprietary multivesicular liposome, or pMVL, drug delivery technology that encapsulates drugs without altering their molecular structure and releases them over a desired period of time.

EXPAREL is currently indicated to produce postsurgical local analgesia via infiltration in patients aged 6 years and older, and postsurgical regional analgesia via an interscalene brachial plexus block in adults, a sciatic nerve block in the popliteal fossa in adults, and an adductor canal block in adults for postsurgical pain management.

In November 2021, the Company acquired Flexion Therapeutics, Inc., or Flexion (the “Flexion Acquisition”), and added ZILRETTA ® (triamcinolone acetonide extended-release injectable suspension) to its product portfolio.

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In April 2019, the Company added iovera° ® to its commercial offering with the acquisition of MyoScience, Inc., or MyoScience (the “MyoScience Acquisition”).

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

Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies, reliance on revenue from three products, reliance on a limited number of wholesalers, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity.

The iovera° system is a handheld cryoanalgesia device that delivers immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve.

The company is also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy with the potential to treat large prevalent diseases like OA.

Pacira is subject to risks common to companies in similar industries and stages, including, but not limited to, competition from larger companies and potential generic entrants, reliance on revenue from three products, reliance on a limited number of wholesalers, reliance on a limited number of manufacturing sites, new technological innovations, dependence on key personnel, reliance on third-party service providers and sole source suppliers, protection of proprietary technology, compliance with government regulations and risks related to cybersecurity.

The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain management and regenerative health solutions.

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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 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 financial statements at September 30, 2024, and for the three and nine-month periods ended September 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.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

3 unchanged sentences

Total 78 % 76 % 78 % 77 %

Recent Accounting Pronouncements Not Adopted as of June 30, 2024

Recent Accounting Pronouncements Not Adopted as of September 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.

53 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

9 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Raw materials $ 52,533 $ 54,099

4 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Machinery and equipment (1) (2)

1 unchanged sentence

Leasehold improvements (2)

80,956 61,826

Computer equipment and software (2)

23,797 17,186

Office furniture and equipment 2,645 2,543

5 unchanged sentences

Fixed assets, net $ 166,852 $ 173,927

(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.

(1) During the nine months ended September 30, 2024, the Company disposed $ 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.

(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.

(2) During the nine months ended September 30, 2024, a 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 was reclassified from construction in progress to machinery and equipment, leasehold improvements and computer equipment and software.

For the three months ended September 30, 2024 and 2023, depreciation expense was $ 6.0 million and $ 4.1 million, respectively.

For the three months ended September 30, 2024 and 2023, there was $ 0.5 million and $ 0.7 million of capitalized interest on the construction of manufacturing sites, respectively.

For the nine months ended September 30, 2024 and 2023, depreciation expense was $ 14.6 million and $ 14.1 million, respectively.

For the nine months ended September 30, 2024 and 2023, there was $ 1.9 million and $ 2.8 million of capitalized interest on the construction of manufacturing sites, respectively.

At September 30, 2024 and December 31, 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located in Europe in the amount of $ 30.4 million and $ 36.8 million, respectively.

As of September 30, 2024 and December 31, 2023, the Company had asset retirement obligations of $ 4.1 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.

During the three months ended September 30, 2024, the United States Food and Drug Administration, or FDA, approved a generic competitor to EXPAREL and a U.S.

District Court ruled that one of the Company’s patents was not valid (for more information, see Note 15, Commitments and Contingencies ).

The Company determined that these events and a subsequent decrease in the Company’s common stock price constituted impairment indicators under ASC 360 Property, Plant and Equipment .

As of September 30, 2024, the Company performed a quantitative recoverability test of the carrying values of its asset group.

The Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found that no impairment charge to long-lived assets was necessary.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 14

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

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.

1 unchanged sentence

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

4 unchanged sentences

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

Six Months Ended

Nine Months Ended

September 30,

Cash paid for operating lease liabilities, net of lease incentives $ 9,686 $ 11,055

2 unchanged sentences

The weighted average remaining lease terms and the weighted average discount rates are summarized as follows:

September 30,

Weighted average remaining lease term 5.36 years 6.26 years

2 unchanged sentences

Year Aggregate Minimum

2024 (remaining six months) $ 6,516

2024 (remaining three months) $ 3,264

Thereafter 16,426

2 unchanged sentences

Total operating lease liabilities $ 57,066

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 15

NOTE 7— GOODWILL AND INTANGIBLE ASSETS

2 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 June 30, 2024 and December 31, 2023 was $ 163.2 million.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 15

The goodwill balance at December 31, 2023 was $ 163.2 million.

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is subject to impairment testing at least annually or upon the occurrence of a triggering event that could indicate a potential impairment.

During the three months ended September 30, 2024, the FDA approved a generic competitor to EXPAREL and a U.S.

District Court ruled that one of the Company’s patents was not valid (for more information, see Note 15, Commitments and Contingencies ).

The Company determined that these events, combined with a subsequent decrease in the Company’s common stock price, indicated that it was more likely than not that the fair value of goodwill may be less than its carrying value, which required the Company to perform a quantitative impairment test.

This was performed by comparing the fair value of the Company with its carrying value.

If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is indicated, requiring recognition of a goodwill impairment charge up to the carrying value of goodwill.

The fair value of the Company was calculated through an income approach, in which the Company calculated the fair value based on the present value of estimated future cash flows.

Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to assume fair value.

The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions, internal projections and operating plans which incorporate estimates for sales growth and future margins.

Additional assumptions include forecasted growth rates, estimated discount rates and the probability of success for the Company’s product pipeline candidate products.

The assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes.

Such assumptions are subject to change due to changing economic and competitive conditions.

The conclusion of the income approach as of September, 30, 2024 resulted in the carrying value of the Company exceeding its fair value by more than the goodwill balance.

As a result, the goodwill balance of $ 163.2 million was fully impaired during the three months ended September 30, 2024.

As detailed further in Note 5, Fixed Assets , certain events during the three months ended September 30, 2024 constituted impairment indicators under ASC 360 Property, Plant and Equipment .

As of September 30, 2024, the Company performed a quantitative recoverability test of the carrying values of its asset group.

The Company estimated the undiscounted future cash flows expected to result from the use of these asset groups and found that no impairment charge to long-lived assets was necessary.

Intangible assets were included within the assessed long-lived assets.

Intangible Assets

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):

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

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

Developed technologies $ 590,000 $ ( 184,615 ) $ 405,385 10 years, 5 months

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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 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.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 16

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

Amortization expense on intangible assets was $ 43.0 million for both the nine months ended September 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 $ 14.3 million for the remaining three 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):

June 30, December 31,

September 30, December 31,

Term loan A facility maturing March 2028 $ 107,024 $ 115,202

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The net proceeds of the TLA Term Loan were approximately $ 149.6 million after deducting an original issue discount of $ 0.4 million.

Pacira BioSciences, Inc.

| 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 First TLA Amendment, among other things, permits the Company’s $ 150.0 million share repurchase program and the Capped Call Transactions as described below.

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

June 30, December 31,

September 30, December 31,

Term loan A facility maturing March 2028 $ 108,125 $ 116,563

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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 June 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 September 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 $ 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 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 of the 2025 Notes (as defined below) in the nine months ended September 30, 2024) less any additional prepayments of the 2025 Notes at any time

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 17

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

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

During the nine months ended September 30, 2024, the Company made $ 8.4 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 June 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 8.43 %.

As of September 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.95 %.

2026 Term Loan B Facility

4 unchanged sentences

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

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 17

Convertible Senior Notes Due 2029

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

September 30,

2.125 % convertible senior notes due May 2029

2 unchanged sentences

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.

During the quarter ended September 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.

2 unchanged sentences

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 initial conversion rate for the

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 18

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.

As of September 30, 2024, the 2029 Notes had a market price of $757 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.

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No sinking fund is provided for the 2029 Notes.

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;

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 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.

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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.

While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at September 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.

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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.

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| Q3 2024 Form 10-Q | Page 19

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.

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

June 30, December 31,

September 30, December 31,

0.750 % convertible senior notes due August 2025

3 unchanged sentences

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

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

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

As of September 30, 2024, the 2025 Notes had a market price o f $956 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.

2 unchanged sentences

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.

The redemption price will equal the sum of (i) 100 % of the principal amount of the 2025 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date.

The redemption price will

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 20

equal the sum of (i) 100 % of the principal amount of the 2025 Notes being redeemed, plus (ii) accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date.

In addition, calling the 2025 Notes for redemption will constitute a “make-whole fundamental change” (as defined in the 2025 Indenture) and will, in certain circumstances, increase the conversion rate applicable to the conversion of such notes if it is converted in connection with the redemption.

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 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.

Convertible Senior Notes Due 2024 Assumed from the Flexion Acquisition

Prior to the Flexion Acquisition, in May 2017, Flexion issued an aggregate of $ 201.3 million principal amount of 3.375 % convertible senior notes due 2024 (the “Flexion 2024 Notes”), pursuant to the indenture, dated as of May 2, 2017 (the “Original Flexion Indenture”), between Flexion and Computershare Corporate Trust, N.A.

(formerly Wells Fargo Bank, N.A.), as trustee (the “Flexion Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 19, 2021, between Flexion and the Flexion Trustee (the “First Supplemental Flexion Indenture” and, together with the Original Flexion Indenture, the “Flexion Indenture”).

The Flexion 2024 Notes had a maturity date of May 1, 2024, were unsecured, and accrued interest at a rate of 3.375 % per annum, payable semi-annually on May 1 st and November 1 st of each year.

Prior to the Flexion Acquisition, in May 2017, Flexion issued an aggregate of $ 201.3 million principal amount of 3.375 % convertible senior notes due May 1, 2024 (the “Flexion 2024 Notes”), pursuant to an indenture between Flexion and Computershare Corporate Trust, N.A.

(formerly Wells Fargo Bank, N.A.), as trustee (the “Flexion Trustee”), as supplemented by the First Supplemental Indenture between Flexion and the Flexion Trustee.

Interest was payable semi-annually on May 1 st and November 1 st of each year.

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

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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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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| Q3 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):

At September 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

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$ 201,466 $ — $ 193,514 $ —

(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.

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 15.05 per share on September 30, 2024, compared to a conversion price of $ 39.56 per share.

At September 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 $ 15.05 per share on September 30, 2024, compared to a conversion price of $ 71.78 per share.

At September 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.

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Foreign currency adjustments — 23 23

Balance at June 30, 2024

Balance at September 30, 2024

$ 15,877 $ 12,157 $ 28,034

Acquisition-Related Contingent Consideration

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 has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 19.2 million and $ 24.7 million as of September 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.

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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.

The aggregate amount was initially $ 425.5 million prior to the Company’s September 2022 decision to formally discontinue further development of Flexion’s product candidate, PCRX-301.

The aggregate amount was initially $ 425.5 million prior to the Company’s September 2022 decision to formally discontinue further development of Flexion’s investigational product candidate, PCRX-301.

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 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 %.

During the three and nine months ended September 30, 2024, the Company recognized contingent consideration gains of $ 3.2 million and $ 5.5 million, respectively, due to adjustments reflecting the probability of achieving the remaining Flexion regulatory milestone by the milestone expiration date, partially offset by revisions to the latest discount rates.

During the three months ended September 30, 2023 the Company recorded charges of $ 2.8 million primarily due to market volatility which affects the liability’s present value.

During the nine months ended September 30, 2023, the Company recognized gains of $ 3.8 million 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 nine months ended September 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 (gains) charges, restructuring charges and other in the condensed consolidated statements of operations.

At September 30, 2024, the weighted average discount rate was 7.9 %.

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

1 unchanged sentence

Utilized as of

June 30, 2024

September 30, 2024

Discount rates 7.3 % to 8.6 %

6 unchanged sentences

Fair value adjustments and accretion ( 5,541 )

Balance at June 30, 2024

Balance at September 30, 2024

Available-for-Sale Investments

Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate, federal agency and government bonds with maturities greater than three months, but less than one year.

Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate, federal agency, government and Yankee bonds with maturities greater than three months, but less than one year.

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.

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.

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

At September 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.

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| Q3 2024 Form 10-Q | Page 23

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

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

September 30, 2024 Investments

Losses Fair Value

3 unchanged sentences

federal agency bonds 5,990 13 — 6,003

Yankee bond 5,018 29 — 5,047

Total $ 207,400 $ 465 $ ( 20 ) $ 207,845

10 unchanged sentences

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

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

At September 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 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.

At September 30, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.3 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.

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Such amounts may exceed federally-insured limits.

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

As of September 30, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 38 %, 18 % and 16 %.

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

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

As of September 30, 2024, there were $ 0.3 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.

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The following tables illustrate the changes in the balances of the Company’s accumulated other comprehensive income (loss) for the periods presented (in thousands):

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

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

Balance at December 31, 2023

$ 124 $ 123 $ 247

Net unrealized loss on investments, net of tax (1)

( 160 ) — ( 160 )

Net unrealized gain on investments, net of tax (1)

Foreign currency translation adjustments — ( 6 ) ( 6 )

Balance at June 30, 2024

Balance at September 30, 2024

$ 561 $ 117 $ 678

Net Unrealized 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

Balance at December 31, 2022

2 unchanged sentences

Foreign currency translation adjustments — 8 8

Balance at June 30, 2023

Balance at September 30, 2023

$ ( 161 ) $ 151 $ ( 10 )

(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.

(1) Net of a $ 0.1 million tax benefit and $ 0.2 million tax expense for the nine months ended September 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 repurchase up to an aggregate of $ 150.0 million of its outstanding common stock.

On May 7, 2024, the Company announced that its Board of Directors approved a 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.

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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.

NOTE 11— STOCK PLANS

Stock Incentive Plans

In April 2014, the Company’s board of directors approved and adopted the Company’s 2014 Inducement Plan (the “2014 Inducement Plan”), pursuant to which awards could be made to new employees under the 2014 Inducement Plan for up to 175,000 shares of the Company’s common stock as a material inducement to such persons entering into employment with the Company.

In December 2023, the board of directors, upon recommendation of the compensation committee of the board of directors, adopted the Pacira BioSciences, Inc.

Amended and Restated 2014 Inducement Plan (as amended and restated, the “Inducement Plan”) such that, among other things, an additional 642,093 shares of the Company’s common stock were reserved for issuance under the Inducement Plan.

In September 2024, the board of directors again amended the Inducement Plan upon the recommendation of the compensation committee to add an additional 707,907 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the Inducement Plan to 1,525,000 , of which 685,407 shares remain available for issuance, and the term of the Inducement Plan was extended such that it will now expire on September 3, 2034.

The Inducement Plan allows the granting of nonstatutory stock options, restricted stock awards and other stock-based awards.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 25

NOTE 11— STOCK PLANS

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

2 unchanged sentences

Selling, general and administrative 9,137 9,038 25,970 25,226

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

Contingent consideration (gains) charges, restructuring charges and other 790 — 3,517 —

Total $ 13,230 $ 12,530 $ 38,905 $ 35,475

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Equity Awards

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:

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

Stock Options Number of

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Expired ( 1,108,285 ) 61.72

Outstanding at June 30, 2024

Outstanding at September 30, 2024

6,895,554 44.42

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Forfeited ( 239,810 ) 39.41

Unvested at June 30, 2024

Unvested at September 30, 2024

2,599,158 33.90

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| Q3 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 weighted average fair value of stock options granted during the nine months ended September 30, 2024 was $ 13.13 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 Six Months Ended June 30, 2024

Black-Scholes Weighted Average Assumption Nine Months Ended September 30, 2024

Expected dividend yield None

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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 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.

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

NOTE 12— NET (LOSS) INCOME PER COMMON SHARE

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

Diluted net (loss) income per common share is calculated by dividing the net (loss) 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 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 are made to the diluted net (loss) 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 per common share computation to the extent they would be antidilutive.

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

Pacira BioSciences, Inc.

| Q3 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):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

Net (loss) income—basic $ ( 143,466 ) $ 10,858 $ ( 115,601 ) $ 17,085

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

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

Adjusted net (loss) income—diluted $ ( 143,466 ) $ 11,887 $ ( 115,601 ) $ 17,085

Weighted average common shares outstanding—basic 46,134 46,416 46,269 46,151

5 unchanged sentences

Weighted average common shares outstanding—diluted 46,134 52,067 46,269 46,343

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):

Net (loss) income per common share:

Basic and diluted net (loss) income per common share $ ( 3.11 ) $ 0.23 $ ( 2.50 ) $ 0.37

The following table summarizes the outstanding stock options, RSUs, ESPP purchase options and convertible senior notes that were excluded from the diluted net (loss) 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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

Total 12,430 8,445 13,475 12,530

(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.

| Q2 2024 Form 10-Q | Page 28

NOTE 13— INCOME TAXES

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Income (loss) before income taxes:

(Loss) income before income taxes:

Domestic $ ( 140,309 ) $ 16,631 $ ( 89,656 ) $ 29,047

Foreign 1,453 ( 30 ) 1,024 ( 1,066 )

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

Total (loss) income before income taxes $ ( 138,856 ) $ 16,601 $ ( 88,632 ) $ 27,981

Income tax expense $ 4,610 $ 5,743 $ 26,969 $ 10,896

1 unchanged sentence

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):

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 28

The Company’s effective tax rate for the three months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges.

The Company’s effective tax rate for the nine months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges and costs related to non-deductible stock-based compensation, mainly related to expired stock options.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 includes costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by credits and a fair value adjustment for the contingent consideration.

As of September 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 (GAINS) CHARGES, RESTRUCTURING CHARGES AND OTHER

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Acquisition-related expenses 285 390 689 1,588

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

Total contingent consideration (gains) charges, restructuring charges and other $ ( 1,766 ) $ 3,356 $ 2,872 $ ( 1,150 )

Flexion Acquisition Contingent Consideration

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.

The Company recognized gains of $ 3.2 million and $ 5.5 million related to contingent consideration d uring the three and nine months ended September 30, 2024, respectively.

The Company recognized a charge of $ 2.8 million and a gain of $ 3.8 million related to contingent consideration during the three and nine months ended September 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.

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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 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

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| Q2 2024 Form 10-Q | Page 29

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):

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 and iovera° up to an additional $ 255.85 when providers administer iovera° in ambulatory surgical centers and 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 $ 1.2 million and $ 7.7 million of restructuring charges for the three and nine months ended September 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 September 30, 2024, including the beginning and ending liability balances, are summarized below (in thousands):

Employee Termination Benefits (1)

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Cash payments made / settled ( 1,487 ) ( 20 ) ( 1,507 )

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.

Balances at September 30, 2024 $ 1,682 $ 1,018 $ 2,700

(1) During the three and nine months ended September 30, 2024, there was $ 0.8 million and $ 3.5 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.

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| Q3 2024 Form 10-Q | Page 29

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.

During the three and nine months ended September 30, 2023, t he Company recognized restructuring charges of $ 0.2 million and $ 1.1 million, respectively.

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.

The Company recognized acquisition-related expenses of $ 0.3 million and $ 0.7 million during the three and nine months ended September 30, 2024 , respectively.

The Company recognized acquisition-related expenses of $ 0.4 million and $ 1.6 million during the three and nine months ended September 30, 2023 , respectively.

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

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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 weeks.

A trial was conducted in September 2023, and a decision is pending.

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 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.

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.

prior to the expiration of U.S.

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

This triggered an

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| Q2 2024 Form 10-Q | Page 30

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

This triggered an 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.

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The first and second patent infringement suits were consolidated.

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| Q3 2024 Form 10-Q | Page 30

In February 2023, eVenus filed its first amended answer to the first amended complaint, alleging patent invalidity, non-infringement and inequitable conduct.

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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 days.

The trial on the remaining patent was conducted in February 2024, and in August 2024, the U.S.

District Court for the District of New Jersey issued its ruling in the patent infringement suit for the ‘495 patent.

The ruling found that claim 7 of the ‘495 patent is not valid on the grounds of obviousness and anticipation.

A notice of appeal was filed in September 2024 and remains pending.

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.

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

This action is in the discovery stage.

This action has been stayed pending resolution of the appeal of the U.S.

District Court’s ruling on the ‘495 patent.

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.

11,819,574 (the ‘574 patent) and 11,819,575 (the ‘575 patent).

The Company subsequently filed a First Amended Complaint alleging infringement only with respect to the ‘574 patent.

The Defendants filed an answer and counterclaim on September 25, 2024, with counterclaims alleging non-infringement and invalidity of the ‘574 patent, invalidity of the ‘575 patent and U.S.

11,925,706 (the ‘706 patent) and inequitable conduct with respect to the ‘574, ‘575 and ‘706 patents.

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.

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 the ‘706 patent.

The Company voluntarily filed a stipulation of dismissal without prejudice on September 9, 2024.

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

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

Argentum Request for Ex Parte Reexamination of ‘495 Patent

On October 3, 2024, Argentum Pharmaceuticals LLC, or Argentum, filed a Request for Ex Parte Reexamination of the ‘495 patent.

Specifically, Argentum alleged that claims 1, 7 and 8 of the ‘495 patent are obvious and cite to U.S.

9,585,838 and the Physician’s Desk Reference in support of its allegation.

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

Research Development Foundation

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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

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| Q3 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.

manufacturing process to RDF under protest.

A trial was conducted in September 2024.

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

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Despite the U.K.’s withdrawal from the E.U., the agreed pediatric plan is applicable in the U.K.

The Company received notification from the FDA in October 2023 that its pediatric studies requirement had been waived for the indication of brachial plexus interscalene nerve block to produce postsurgical regional analgesia in pediatric patients.

The Company received notification from the FDA that its pediatric studies requirement had been waived for the indications of brachial plexus interscalene and lower extremity nerve block to produce postsurgical regional analgesia in pediatric patients.

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.

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Refer to Note 9, Financial Instruments , for information on potential contingent milestone payments related to the Flexion Acquisition.

PCRX-201, a novel, intra-articular gene therapy product candidate that produces the anti-inflammatory protein interleukin-1 receptor antagonist (IL-1Ra) treating OA pain in the knee, was added to the Company’s portfolio as part of the Flexion Acquisition in November 2021.

Prior to the Flexion Acquisition, in February 2017, Flexion entered into an agreement with GQ Bio Therapeutics GmbH to acquire the global rights to PCRX-201, a gene therapy product candidate.

As part of the agreement, up to an aggregate of $ 56.0 million of payments could become due upon the achievement of certain development and regulatory milestones, including up to $ 4.5 million through initiation of a Phase 2 proof of concept clinical trial and, following successful proof of concept, up to an additional $ 51.5 million in development and global regulatory approval milestone payments.

PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy product candidate that boosts cellular production of the anti-inflammatory protein interleukin-1 receptor antagonist (IL-1Ra) for treating OA pain in the knee, was added to the Company’s portfolio as part of the Flexion Acquisition in November 2021.

Prior to the Flexion Acquisition, in 2017, Flexion entered into an agreement with GQ Bio Therapeutics GmbH, or GQ Bio, to acquire the global rights to PCRX-201, a gene therapy product candidate.

As part of the agreement, up to an aggregate of $ 56.0 million of payments could become due upon the achievement of certain development and regulatory milestones, including up to $ 4.5 million through initiation of a Phase 2 clinical trial and up to an additional $ 51.5 million in development and global regulatory approval milestone payments.

Also in 2017, in an agreement between The Baylor College of Medicine, or Baylor, and GQ Bio, the Company became the direct licensee of certain underlying Baylor patents and other proprietary rights related to PCRX-201.

The license agreement grants the Company an exclusive, royalty-bearing, world-wide right and license under its patent and other proprietary rights directly related to PCRX-201.

The license agreement with Baylor includes a low single-digit royalty on net product sales of PCRX-201.

Milestone payments range from $ 0.1 million up to $ 0.6 million based on the completion of a Phase 1 FDA trial up to a Phase 3 clinical trial.

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.

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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, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and any other statements that are not historical facts.

our future outlook, our intellectual property and patent terms, 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, development of products, strategic alliances, 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.

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assumptions associated with contingent consideration payments;

and the anticipated funding or benefits of our share repurchase program.

assumptions used for estimated future cash flows associated with determining the fair value of the Company and the anticipated funding or benefits of our share repurchase program.

Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements, and as such we anticipate that subsequent events and developments will cause our views to change.

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| Q3 2024 Form 10-Q | Page 33

Pacira is the therapeutic area leader in non-opioid pain management with a stated corporate mission of providing non-opioid pain management options to as many patients as possible and redefining the role of opioids for rescue therapy only.

Pacira’s mission is to deliver innovative, non-opioid pain therapies to transform the lives of patients.

Our long-acting, local analgesic EXPAREL ® (bupivacaine liposome injectable suspension) utilizes our unique pMVL drug delivery technology that encapsulates drugs without altering their molecular structure and releases them over a desired period of time.

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We drop-ship EXPAREL directly to end-users based on orders placed to wholesalers or directly to us, and there is no product held by wholesalers.

With the acquisition of Flexion Therapeutics, Inc., or Flexion, in November 2021 (the “Flexion Acquisition”), we acquired ZILRETTA ® (triamcinolone acetonide extended-release injectable suspension), the first and only extended-release, intra-articular, or IA, therapy that can provide major relief for osteoarthritis, or OA, knee pain for three months and has the potential to become an alternative to hyaluronic acid, platelet rich plasma injections or other early intervention treatments.

With the acquisition of Flexion Therapeutics, Inc., or Flexion, in November 2021 (the “Flexion Acquisition”), we acquired ZILRETTA ® (triamcinolone acetonide extended-release injectable suspension), the first and only extended-release, intra-articular, or IA, injectable therapy that can provide major relief for osteoarthritis, or OA, knee pain for three months and has the potential to become an alternative to hyaluronic acid, platelet rich plasma injections or other early intervention treatments.

With the acquisition of MyoScience, Inc., or MyoScience, in April 2019 (the “MyoScience Acquisition” ) , we acquired iovera° ® , a handheld cryoanalgesia device used to deliver a precise, controlled application of cold temperature to targeted nerves, which we sell directly to end users.

EXPAREL, ZILRETTA and iovera° are highly complementary products as long-acting, non-opioid therapies that alleviate pain.

We are also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy with the potential to treat large prevalent diseases like OA.

We expect to continue to pursue the expanded use of EXPAREL, ZILRETTA and iovera° in additional procedures;

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The nature and extent of such impacts will depend on future developments, which are highly uncertain and cannot be predicted.

Recent Highlights

• 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.

Recent Highlights & Developments

• In August 2024, the U.S.

District Court for the District of New Jersey issued its ruling in our patent infringement suit against eVenus Pharmaceutical Laboratories, Inc., or eVenus, and its parent company for infringement of EXPAREL U.S.

The ruling found that this patent is not valid on the grounds of obviousness and anticipation.

A notice of appeal was filed in September 2024 and remains pending.

We currently have four other patent infringement lawsuits pending against eVenus and its parent company and remain committed to vigorously defending our EXPAREL intellectual property for the benefit of our shareholders, patients and other stakeholders.

With respect to an injunction, based on the information received through the ongoing court proceedings, we do not believe irreparable harm from an “at-risk” launch is imminent at this time.

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

• In September 2024, we announced the upcoming presentation of new 104-week safety and efficacy data following local administration of our gene therapy candidate—PCRX-201 (enekinragene inzadenovec)—for moderate to severe OA of the knee.

The data will be presented at the American College of Rheumatology’s annual ACR Convergence meeting, being held in Washington, D.C.

November 14–19, 2024.

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| Q3 2024 Form 10-Q | Page 34

• 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 October 2024, we announced that the Centers for Medicare and Medicaid Services, or CMS, has established a permanent product-specific Healthcare Common Procedure Coding System (HCPCS) J-code for EXPAREL.

The new J-code for EXPAREL—J0666—becomes effective January 1, 2025, and will supersede the current C-code (C9290), which has been in place since 2019.

In addition to the separate CMS reimbursement EXPAREL will receive in outpatient settings with the implementation of the NOPAIN Act in January 2025, this new J-code will also provide reimbursement when EXPAREL is used in the office setting and for office-based surgeries.

J-codes are reimbursement codes used by commercial insurance plans, Medicare, Medicare Advantage, and other government payers for Medicare Part B drugs like EXPAREL.

Claims submission and payment are standardized with a J-code, facilitating and streamlining billing and reimbursement.

In addition, some commercial insurers require a J-code for payment.

Additionally, in November 2024, CMS confirmed that both EXPAREL and iovera° qualify as eligible non-opioid pain management products under the NOPAIN Act.

Hospital outpatient departments, or HOPDs, and ambulatory surgical centers, or ASCs, that use these products will receive additional Medicare reimbursement beginning January 1, 2025.

The reimbursement rate for EXPAREL equates to 106% of the average sales price (ASP +6%) in the HOPD and ASC environments using the new product-specific J-code (J0666) beginning January 1, 2025.

The separate reimbursement for iovera° will pay up to an additional $255.85 when providers administer iovera° in ASC and HOPD settings, using a new C-code created for the iovera° system (C9809).

This new Medicare payment is provided in addition to the current reimbursement available to HOPDs and ASCs when they perform a procedure with the iovera° system.

• In October 2024, we appointed Shawn Cross as our Chief Financial Officer.

Cross brings more than 25 years of experience as a biotechnology executive, board member and investment banker.

Most recently, Mr.

Cross served in executive positions of increasing responsibility at Applied Molecular Transport, Inc.

where he was ultimately named Chief Executive Officer to lead their merger with Cyclo Therapeutics, Inc., where Mr.

Cross currently serves on the Board of Directors.

His biopharmaceutical investment banking career includes senior leadership roles at JMP Securities, Inc., Deutsche Bank Securities Inc.

and Wells Fargo Securities, LLC.

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.

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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.

We received notification from the FDA in October 2023 that our pediatric studies requirement had been waived for the indication of brachial plexus interscalene nerve block to produce postsurgical regional analgesia in pediatric patients.

• Stellate ganglion block.

Planning is underway for a multicenter EXPAREL Phase 3 registration program as a stellate ganglion block for preventing postoperative atrial fibrillation after cardiothoracic surgery.

We worked with a steering committee of Key Opinion Leaders, or KOLs, in regional anesthesia and stellate ganglion blocks to design our program and we are awaiting FDA feedback on study design.

We believe a stellate ganglion block utilizing EXPAREL will be critical in an unmet need with post-operative atrial fibrillation, or POAF.

POAF is a common and costly complication after cardiothoracic surgery, occurring after up to 40% of cardiac procedures and 20% of thoracic procedures, and often results in an extended intensive care unit and/or hospital stay, as well as higher long-term risk.

A stellate ganglion block is a sympathetic nerve block which can stabilize the heart.

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.

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

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

We received notification from the FDA that our pediatric studies requirement had been waived for the indications of brachial plexus interscalene and lower extremity nerve block to produce postsurgical regional analgesia in pediatric patients.

EXPAREL Clinical Benefits

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• expands easily with saline or lactated Ringer’s solution to reach a desired volume;

• can be administered for local analgesia via infiltration and for regional analgesia via field block, as well as brachial plexus nerve block, sciatic nerve block in the popliteal fossa and adductor canal block;

• facilitates treatment of a variety of surgical sites.

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| Q3 2024 Form 10-Q | Page 35

• facilitates treatment of a variety of surgical sites.

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

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• 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).

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• Patients who were administered iovera° were far less likely to take opioids six weeks after surgery.

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44 percent, p<0.01).

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| 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).

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Clinical Development Programs

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

After injection, the vector enters joint cells and turns them into factories to produce sustained therapeutic levels of IL-1Ra and inhibit the IL-1 pathway to manage pain and mitigate OA-related joint damage while remaining localized to the joint space.

PCRX-201 (enekinragene inzadenovec) is our novel gene therapy in clinical development as a treatment for osteoarthritis of the knee.

Its innovative high-capacity adenovirus, or HCAD, design, manufacturing process, and local administration may solve many of the challenges that have made gene therapy inaccessible for common diseases like osteoarthritis.

Key features that support the use of PCRX-201 for a prevalent disease:

• The HCAD viral vector is more efficient at delivering genes into cells than other vectors, which means we can achieve the desired effect with smaller doses.

• PCRX-201 is delivered where it matters—it is injected locally into the knee joint capsule and contained there for a favorable clinical and safety profile, whereas if administered systemically, a much higher dose would be needed to reach the knee and achieve the desired effect.

• Smaller doses, local administration, and scalable manufacturing result in an attractive cost of goods profile versus other gene therapies.

After injection, the HCAD vector enters joint cells and turns them into factories to boost cellular IL-1Ra production, which blocks IL-1 pathway activation to reduce inflammation and pain in the knee.

PCRX-201 uses an inflammation-responsive promoter to only produce IL-1Ra when needed, mimicking how the body naturally responds to inflammation.

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.

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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.

We now have two-year efficacy and safety data that we have submitted for presentation at the American College of Rheumatology’s annual ACR Convergence meeting in November 2024.

While other therapies typically provide relief for three to six months, PCRX-201 has already set a new standard with a year or more of sustained pain relief from a single injection.

Given these highly encouraging Phase 1 data, we are preparing to launch a Phase 2 clinical study in knee OA in 2025.

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

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The strategic investments we have made to support promising early-stage platforms are summarized below:

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| Q3 2024 Form 10-Q | Page 38

Company Development Stage Description of Platform Technology Potential Therapeutic Areas

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Degenerative disc disease (DDD)

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| Q2 2024 Form 10-Q | Page 38

Product Portfolio and Internal Pipeline

Our current product portfolio and internal product candidate pipeline, along with anticipated milestones over the next 12 to 18 months, are summarized in the table below:

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| Q3 2024 Form 10-Q | Page 39

Pacira Training Facilities

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The PIT of Tampa also houses our principal executive offices and corporate headquarters.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 39

Results of Operations

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

Comparison of the Three and Nine Months Ended September 30, 2024 and 2023

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

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Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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Total net product sales 167,722 163,583 3% 509,933 492,481 4%

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

Royalty revenue 851 343 100% + 3,780 1,253 100% +

Total revenues $ 168,573 $ 163,926 3% $ 513,713 $ 493,734 4%

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

EXPAREL revenue increased 3% and 2% in the three and nine months ended September 30, 2024 versus 2023, respectively.

Components of the increases included a 3% increase in gross vial volume in both the three and nine months ended September 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 periods related to a January 2024 price increase, net of increases in sales related allowances as a result of group purchasing organization contracting.

ZILRETTA revenue decreased 1% in the three months ended September 30, 2024 versus 2023 due to a 6% decrease in kit volume, partially offset by a 5% increase in net selling price per unit.

ZILRETTA revenue increased 3% in the nine months ended September 30, 2024 versus 2023 due to a 5% increase in net selling price per unit, partially offset by a 2% decrease in kit volume.

The increase in net selling price per unit is related to January and July 2024 price increases and favorable sales related allowances.

Net product sales of iovera° increased 8% and 20% in the three and nine months ended September 30, 2024 versus 2023, respectively, primarily due to respective increases of 9% and 23% in Smart Tip volume, partially offset by increased sales related allowances and accruals.

Bupivacaine liposome injectable suspension revenue increased 91% and by more than 100% in the three and nine months ended September 30, 2024 versus 2023, respectively.

Its related royalties increased more than 100% in both the three and nine

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 40

months ended September 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 nine months ended September 30, 2024 and 2023 (in thousands):

September 30, 2024 Returns

Allowances Prompt

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Payments / Adjustments (1,975) (9,360) (14,973) (82,770) (1,090) (110,168)

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

June 30, 2023 Returns

Balance at September 30, 2024 $ 1,302 $ 1,208 $ 3,833 $ 4,137 $ 2,040 $ 12,520

September 30, 2023 Returns

Allowances Prompt

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Payments / Adjustments (1,287) (8,874) (13,218) (68,676) (1,460) (93,515)

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.

Balance at September 30, 2023 $ 2,114 $ 1,148 $ 3,389 $ 6,758 $ 914 $ 14,323

Total reductions of gross product sales from sales-related allowances and accruals were $108.8 million and $95.5 million, or 17.6% and 16.3% of gross product sales, for the nine months ended September 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.

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Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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Gross margin 77 % 76 % 75 % 72 %

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.

District Court, District of Nevada, concluded we were no longer obligated to pay royalties to the Research and Development Foundation for EXPAREL made under the 45-liter manufacturing process.

Gross margin increased one percentage-point in the three months ended September 30, 2024 versus 2023 primarily due to favorable ZILRETTA gross margins as the prior period included costs for a new fill line, partially offset by higher EXPAREL royalty expense.

We continue to pay royalties associated with the 200-liter EXPAREL manufacturing process to the Research Development Foundation under protest.

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

Gross margin increased three percentage-points in the nine months ended September 30, 2024 versus 2023 primarily due to lower EXPAREL product cost as a result of higher production volumes and the absence of ZILRETTA step-up of fixed assets to fair value in accordance with purchase accounting that existed in the prior period, partially offset by higher ZILRETTA inventory reserves.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 41

Research and Development Expenses

Research and development expenses primarily consist of costs related to clinical trials and related outside services, product development and other research and development costs, including trials that we are conducting to generate new data for EXPAREL, ZILRETTA and iovera° and stock-based compensation expense.

Clinical and preclinical development expenses include costs for clinical personnel, clinical trials performed by third-parties, toxicology studies, materials and supplies, database management and other third-party fees.

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, expenses related to our iGOR registry study and related personnel.

Product development and manufacturing capacity expansion expenses include development costs for our products and PCRX-201, 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 and scientific communication 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.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 41

The following table provides a breakout of our research and development expenses during the periods indicated, including percent changes (dollar amounts in thousands):

Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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% of total revenues 11 % 13 % 11 % 12 %

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.

Total research and development expense decreased 8% in three months ended September 30, 2024 versus 2023 and increased 2% in the nine months ended September 30, 2024 versus 2023.

Clinical and preclinical development expense increased 21% and 32% in the three and nine months ended September 30, 2024 versus 2023, respectively, due to site start-up of and ongoing enrollment in a ZILRETTA shoulder trial, an EXPAREL pediatric trial and an iovera° spasticity trial.

For the three months ended September 30, 2024 versus 2023, these increases were partially offset by the completion of the EXPAREL intrathecal trial cohort 2 enrollment.

For the nine months ended September 30, 2024 versus 2023, 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 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.

Product development and manufacturing capacity expansion expense decreased 23% and 17% in the three and nine months ended September 30, 2024 versus 2023, respectively, primarily attributable to the completion of pre-commercial scale-up activities of our EXPAREL manufacturing capacity at our Science Center Campus in San Diego, California, which the FDA approved an sNDA for our 200-liter EXPAREL manufacturing suite in February 2024.

This new suite was subsequently placed into service in July 2024.

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

Regulatory and other expense decreased 22% in the three months ended September 30, 2024 versus 2023, due to the reduction of international regulatory activities and headcount vacancies, partially offset by increased enrollment and additional sites related to an observational registry study which track patients’ symptoms and experience with pain management related to OA of the knee.

Regulatory and other expense increased 2% in the nine months ended September 30, 2024 versus 2023, due to increased enrollment and additional sites related to an observational registry study, partially offset by the reduction of international regulatory activities and headcount vacancies.

Stock-based compensation decreased 19% and 5% in the three and nine months ended September 30, 2024 versus 2023, respectively, primarily due to fewer equity awards granted to research and development personnel and headcount vacancies.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 42

Selling, General and Administrative Expenses

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Stock-based compensation expense relates to the costs of stock option grants, RSU awards and our ESPP.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 42

The following table provides information regarding our selling, general and administrative expenses during the periods indicated, including percent changes (dollar amounts in thousands):

Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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% of total revenues 44 % 41 % 42 % 41 %

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.

Total selling, general and administrative expense increased 9% and 5% in the three and nine months ended September 30, 2024 versus 2023, respectively.

Sales and marketing expense increased 13% and 4% in the three and nine months ended September 30, 2024 versus 2023.

The three and nine 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 HOPD settings and iovera° at up to an additional $255.85 when providers administer iovera° in ASC and HOPD settings beginning in January 2025 as part of the NOPAIN Act.

We expect investments in these programs to continue through the end of 2024 as we have launched 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.

The three and nine months ended September 30, 2024 versus 2023 also benefited from a grant to the American Society of Anesthesiologists Charitable Foundation that occurred in the prior periods.

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.

General and administrative expense increased 7% and 9% in the three and nine months ended September 30, 2024 versus 2023, respectively.

The three month increase in legal expenses was mostly driven by ongoing litigation and an increase in personnel related expenses.

The nine month increase was primarily driven by third-party management consulting to assess strategic opportunities and market assessments for our products and 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 an advisor to the Company in a consulting capacity.

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

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.

Stock-based compensation increased 1% and 3% for the three and nine months ended September 30, 2024 versus 2023, respectively, primarily due to greater equity awards granted to personnel.

Amortization of Acquired Intangible Assets

The following table provides a summary of the amortization of acquired intangible assets during the periods indicated, including percent changes (dollar amounts in thousands):

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 43

Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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For more information, see Note 7, Goodwill and Intangible Assets , to our condensed consolidated financial statements included herein.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 43

Contingent Consideration Charges (Gains), Restructuring Charges and Other

Goodwill Impairment

The following table provides a summary of goodwill impairments during the periods indicated, including percent changes (dollar amounts in thousands):

Three Months Ended

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

Goodwill impairment $ 163,243 $ — N/A $ 163,243 $ — N/A

During the three months ended September 30, 2024, the FDA approved a generic competitor to EXPAREL and a U.S.

District Court ruled that one of our patents was not valid (for more information, see Note 15, Commitments and Contingencies , to our condensed consolidated financial statements included herein).

Due to these events and a subsequent decrease in our common stock price, it was determined these qualitative factors indicated it was more likely than not that the fair value of goodwill may be less than its carrying value.

Accordingly, we performed a quantitative assessment through a discounted cash flow model (or income approach), which resulted in the carrying value of the Company exceeding its fair value by more than the goodwill balance.

As a result, the goodwill balance of $163.2 million was recorded as fully impaired during the three months ended September 30, 2024.

Contingent Consideration (Gains) Charges, Restructuring Charges and Other

The following table provides a summary of the costs related to the contingent consideration, acquisition-related charges and restructuring charges during the periods indicated, including percent changes (dollar amounts in thousands):

Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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Acquisition-related expenses 285 390 (27)% 689 1,588 (57)%

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.

Total contingent consideration (gains) charges, restructuring charges and other $ (1,766) $ 3,356 N/A $ 2,872 $ (1,150) N/A

Total contingent consideration (gains) charges, restructuring charges and other for the three and nine months ended September 30, 2024 included gains of $1.8 million and charges of $2.9 million, respectively.

Total contingent consideration (gains) charges, restructuring charges and other for the three and nine months ended September 30, 2023 included charges of $3.4 million and gains of $1.2 million, respectively.

During the three and nine months ended September 30, 2024, we recognized a contingent consideration gain of $3.2 million and $5.5 million, respectively, primarily due to adjustments reflecting the probability of achieving the remaining Flexion regulatory milestone by the milestone expiration date, partially offset by revisions to the latest discount rates.

During the three months ended September 30, 2023, we recognized contingent consideration charges of $2.8 million primarily due to market volatility which affects the liability’s present value.

During the nine months ended September 30, 2023, we recognized gains of $3.8 million primarily due to adjustments to long-term forecasts which reduced the probability of meeting the Flexion sales-based contingent consideration milestones by December 31, 2030, the expiration date for achieving

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 44

the milestones.

The gains recognized during the nine months ended September 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 our incremental borrowing rate resulting from the TLA Credit Agreement (as defined below) entered into in March 2023.

In February 2024, we initiated a restructuring plan to ensure that we are well positioned for long-term growth.

The restructuring plan included, among other things:

(i) reshaping the Company’s executive team;

(ii) reallocating efforts and resources from our ex-U.S.

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

and (iii) reprioritizing investments to focus on other commercial initiatives.

As a result, d uring the three and nine months ended September 30, 2024, we recognized restructuring charges of $1.2 million and $7.7 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 nine months ended September 30, 2023, we implemented a restructuring plan in an effort to improve our operational efficiencies and recognized $0.2 million and $1.1 million, respectively, in one-time employee termination benefits through a reduction of headcount.

During the three and nine months ended September 30, 2024, we recognized acquisition-related expenses of $0.3 million and $0.7 million, respectively.

During the three and nine months ended September 30, 2023, we recognized acquisition-related expenses of $0.4 million and $1.6 million, respectively.

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

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

Other Income (Expense), Net

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Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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Interest expense (4,689) (3,464) 35% (11,889) (16,918) (30)%

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

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

Other, net (122) (422) (71)% (320) (701) (54)%

Total other income (expense), net $ 671 $ (1,120) N/A $ 9,443 $ (26,526) 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).

Total other income, net was $0.7 million and $9.4 million in the three and nine months ended September 30, 2024, respectively.

Total other expense, net was $1.1 million and $26.5 million in the three and nine months ended September 30, 2023, respectively.

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

The 35% increase in interest expense during the three months ended September 30, 2024 versus 2023 was primarily driven by the issuance of the 2029 Notes (as defined below) in May 2024.

The 30% decrease in interest expense during the nine months ended September 30, 2024 versus 2023 was primarily driven by the lower outstanding principal 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, partially offset by issuing the 2029 Notes in May 2024.

In the nine months ended September 30, 2024, we recognized a $7.5 million gain on early extinguishment of debt in conjunction with the repurchase of $200.0 million aggregate principal of our 2025 Notes (as defined below).

The partial repurchase of the 2025 Notes was completed with our net proceeds from the issuance of the 2029 Notes (as defined below).

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 45

In the nine months ended September 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.

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Three Months Ended

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

June 30, % Increase / (Decrease)

September 30, % Increase / (Decrease) Nine Months Ended

September 30, % Increase / (Decrease)

2024 2023 2024 2023

1 unchanged sentence

Effective tax rate (3) % 35 % (30) % 39 %

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.

The effective tax rates were (3)% and (30)% for the three and nine months ended September 30, 2024, respectively.

The effective tax rates were 35% and 39% for the three and nine months ended September 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 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

The effective tax rate for the three months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges.

The effective tax rate for the nine months ended September 30, 2024 is primarily impacted by non-deductible goodwill impairment charges and costs related to non-deductible stock-based compensation, mainly related to expired stock options.

The effective tax rates for the three and nine months ended September 30, 2023 include costs related to non-deductible stock-based compensation and non-deductible executive compensation, partially offset by credits and a fair-value adjustment for the contingent consideration.

Liquidity and Capital Resources

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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 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.

As of September 30, 2024, we had an accumulated deficit of $222.4 million, cash and cash equivalents and available-for-sale investments of $453.8 million and working capital of $383.6 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.

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

Six Months Ended

Nine Months Ended

September 30,

Condensed Consolidated Statements of Cash Flows Data:

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Net increase (decrease) in cash and cash equivalents $ 92,667 $ (5,020)

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 46

Operating Activities

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.

During the nine months ended September 30, 2024, net cash provided by operating activities was $156.3 million, compared to $107.1 million during the nine months ended September 30, 2023.

The increase of $49.2 million was primarily 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 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.

During the nine months ended September 30, 2024, net cash used in investing activities was $82.9 million, which reflected $74.4 million of outflows from available-for-sale investment purchases (net of sales), as well as $8.5 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 nine months ended September 30, 2023, net cash provided by investing activities was $69.2 million, which reflected proceeds from $89.3 million of available-for-sale investment sales (net of purchases), partially offset by purchases of fixed assets of $13.4 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 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.

During the nine months ended September 30, 2024, net cash provided by financing activities was $19.3 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.

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 $8.4 million 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.

During the nine months ended September 30, 2023, net cash used in financing activities was $181.3 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 and $30.6 million repayments of TLA Term Loan principal, partially offset by the net proceeds from the TLA Term Loan of $149.6 million, proceeds from 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

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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 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.

During the nine months ended September 30, 2024, we made voluntary principal prepayments of $8.4 million.

During the year ended December 31, 2023, we 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 September 2026, although we retain the option to do so.

As of September 30, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.95%.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 47

no less than 1.50 to 1.00.

The TLA Credit Agreement requires us 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, which we expect to accomplish.

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

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

As of September 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 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.

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

At September 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.

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.

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.

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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.

At September 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.

Pacira BioSciences, Inc.

| Q2 2024 Form 10-Q | Page 47

Future Capital Requirements

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• the cost and timing of additional strategic investments, including additional investments under existing agreements;

• the costs related to legal and regulatory matters;

• the costs related to legal and regulatory matters, including those to develop and defend our intellectual property;

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 48

• the costs of performing additional clinical trials for our products, including the additional pediatric trials required by the FDA and EMA as a condition of the approval of EXPAREL;

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Critical Accounting Estimates

We have historically tested goodwill for impairment by performing a qualitative assessment in order to determine whether facts and circumstances support a determination that reporting unit fair values are greater than their carrying values.

This has historically been performed using readily available market data and company-specific factors.

If we determine that it is more likely than not that the fair value of the Company is less than its carrying value, a quantitative test is required.

This is performed by comparing the fair value of the Company with its carrying value.

The fair value of the Company was calculated through an income approach.

Under the income approach, we calculate the fair value based on the present value of estimated future cash flows.

Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to assume fair value.

Our estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans which incorporate estimates for sales growth and future margins.

Additional assumptions include forecasted growth rates, estimated discount rates and the probability of success for our product pipeline candidate products.

We believe such assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes.

Such assumptions are subject to change due to changing economic and competitive conditions.

For more information, see Note 7, Goodwill and Intangible Assets , to our condensed consolidated financial statements included herein.

For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our 2023 Annual Report .

There have been no significant changes to our critical accounting policies nor any recently issued accounting pronouncements that are expected to have a material impact on our financial results since December 31, 2023.

Contractual Obligations

There have been no material changes in our contractual obligations relating to our indebtedness, lease obligations and purchase obligations from those reported in our 2023 Annual Report.

For more information on our contractual obligations and commercial commitments, see Part II, Item 7 in our 2023 Annual Report .

Outside of the aforementioned, there have been no significant changes to our critical accounting policies nor any recently issued accounting pronouncements that are expected to have a material impact on our financial results since December 31, 2023.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 49

Contractual Obligations

In May 2024, we completed a private placement of $287.5 million 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 September 30, 2024, all $287.5 million of principal was outstanding on the 2029 Notes.

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).

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

In May 2024, the remaining principal of the 3.375% convertible senior notes due 2024 (the “Flexion 2024 Notes”) in the amount of $8.6 million was repaid at maturity.

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

Outside of the issuance of the 2029 Notes, the partial repurchase of the 2025 Notes and the repayment of the Flexion 2024 Notes, there have been no material changes in our contractual obligations relating to our indebtedness, lease obligations and purchase obligations from those reported in our 2023 Annual Report.

For more information on our contractual obligations and commercial commitments, see Part II, Item 7 in our 2023 Annual Report .

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