What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 756 added, 698 removed, 1171 unchanged (55% of the section changed)

11 unchanged sentences

During the quarter ended December 31, 2024, there have been no changes in our internal control over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 85

Table of Content s

Other Information

(a) On February 26, 2024 (the “Effective Date”), the Company’s operating subsidiary, Pacira Pharmaceuticals, Inc.

(“PPI”), and Integrated Commercialization Solutions, LLC (“ICS”) entered into a Commercial Outsourcing Services Agreement (the “Agreement”) with respect to the warehousing, distribution, order management, data management and certain other services for EXPAREL, ZILRETTA and iovera°.

The Agreement replaces and supersedes all existing commercial outsourcing service agreements between the parties relating to the aforementioned services.

Pursuant to the Agreement, PPI appointed ICS as the exclusive provider of third-party logistics services for EXPAREL, ZILRETTA and iovera° and as a provider of certain additional services, in each case, in the United States, Guam, Puerto Rico and the United States Territories during the Term (as defined below).

The third-party logistics services include warehousing and inventory services as well as distribution services.

The additional services include, but are not limited to, invoicing and accounts receivable management, customer service and contract administration.

The Agreement became effective as of the Effective Date and will continue for an initial three-year term (the “Term”).

The Agreement may be extended upon written mutual agreement of the parties, with any such extension(s) to be negotiated in good faith within six-months prior to the expiration of the Term, subject to certain conditions set forth in the Agreement.

PPI and ICS each has mutual termination rights under the Agreement, subject to certain terms, conditions and notice requirements set forth in the Agreement.

Each party also has additional unilateral termination rights in the event of a breach or under certain circumstances.

PPI is also required to pay ICS certain compensation per month, commencing on the giving of a notice of termination by ICS to PPI, for the then-remaining months of the then-current Term (including any extension).

The Agreement contains customary representations, warranties, covenants and confidentiality provisions, and also contains mutual indemnification obligations.

The above summary does not purport to be a complete summary of the Agreement and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.23 to this Annual Report and is incorporated by reference herein.

(b) The following table shows the “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408(a) of Regulation S-K) terminated by our directors and executive officers during the quarter ended December 31, 2023.

No trading arrangements were adopted or modified by our directors and executive officers during the quarter ended December 31, 2023.

Trading Arrangement

Name and Position Action Date Rule 10b5-1* Non-Rule

10b5-1** Total Number of

Shares to be Sold Expiration

Chief Medical Officer and Orthopedic Franchise

Terminate (1)

11/13/2023 x N/A N/A

* Intended to satisfy the affirmative defense of Rule 10b5-1(c).

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

Winston resigned on October 11, 2023 and sold 31,000 shares of common stock on November 13, 2023, effectively terminating his previously adopted Rule 10b5-1 trading arrangement.

During the quarter ended December 31, 2024, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 86

Table of Content s

| 2024 Annual Report on Form 10-K | Page 87

Directors, Executive Officers and Corporate Governance

3 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth certain information, as of December 31, 2023, concerning shares of our common stock authorized for issuance under our equity compensation plans.

We have two equity compensation plans under which shares are currently authorized for issuance—our Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”) and our Amended and Restated 2014 Employee Stock Purchase Plan (the “2014 ESPP”).

The 2011 Plan and the 2014 ESPP were approved by stockholders.

In April 2014, our board of directors adopted (without stockholder approval), pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, our 2014 Inducement Plan, pursuant to which awards for up to 175,000 shares of common stock could be made as a material inducement to such persons entering into employment with us (the “2014 Inducement Plan”).

In December 2023, our board of directors adopted (without stockholder approval), pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, our Amended and Restated 2014 Inducement Plan (the “Inducement Plan”).

Pursuant to the Inducement Plan, awards for up to 817,093 shares of common stock can be made as a material inducement to such persons entering into employment with us.

Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (1) (2)

Weighted Average Exercise Price of Outstanding

Options and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (1)

Equity compensation plans approved by stockholders (3)

7,067,248 $ 49.37 2,369,247

Equity compensation plans not approved by stockholders (3) (4)

12,500 $ 64.21 792,032

Total equity compensation plans 7,079,748 $ 49.40 3,161,279

(1) Awards issuable under our 2011 Plan, 2014 Inducement Plan and Inducement Plan include common stock, stock options, restricted stock, restricted stock units and other incentive awards.

(2) Does not include 1,364,618 unvested shares outstanding as of December 31, 2023 in the form of restricted stock units under our 2011 Plan, which do not require the payment of any consideration by the recipients.

(3) See Note 14, Stock Plans , to our consolidated financial statements included herein for further descriptions of our 2011 Plan, 2014 ESPP, 2014 Inducement Plan and Inducement Plan.

(4) On December 20, 2023, in connection with Frank D.

Lee’s appointment as Chief Executive Officer, the board of directors approved the grant of inducement awards to Mr.

Lee pursuant to the Inducement Plan.

Lee’s inducement awards included stock options to purchase an aggregate of 692,512 shares of common stock with an exercise price per share equal to $32.07, the closing price of our common stock as reported on the Nasdaq Global Select Market on January 3, 2024, and, subject to continued service with us as of each vesting date, such option will vest and become exercisable as to 25% of the option shares on January 3, 2025, and vest as to the remaining shares in successive equal quarterly installments over the subsequent three years;

and (ii) a restricted stock unit award for 99,520 shares of common stock, subject to continued service with us as of each vesting date, to vest in four equal annual installments beginning on January 2, 2025, in each case, pursuant to the terms and provisions of the Inducement Plan.

Because these awards were granted subsequent to December 31, 2023, they are not reflected in the table above.

Other information required by this item will be included in the proxy statement for our 2024 annual stockholders’ meeting and is incorporated by reference into this report.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 87

Table of Content s

Information required by this item will be included in the proxy statement for our 2025 annual stockholders’ meeting and is incorporated by reference into this report.

Certain Relationships and Related Transactions, and Director Independence

8 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

8 unchanged sentences

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 88

Table of Content s

| 2024 Annual Report on Form 10-K | Page 88

EXHIBIT INDEX

15 unchanged sentences

8-K 4.1 7/10/2020

Indenture (including form of 3.375% Convertible Senior Notes due 2024), dated as of May 2, 2017, by and between Flexion Therapeutics, Inc.

and Computershare Corporate Trust, National Association, as trustee (formerly Wells Fargo Bank, National Association).

10-K 4.4 2/28/2022

First Supplemental Indenture, dated as of November 19, 2021, by and between Flexion Therapeutics, Inc.

and Computershare Corporate Trust, National Association, as trustee (formerly Wells Fargo Bank, National Association).

Indenture (including form of 2.125% Convertible Senior Notes due 2029), dated May 14, 2024, between the Registrant and Computershare Corporate Trust, National Association, as trustee.

8-K 4.1 5/14/2024

5 unchanged sentences

Form of Nonstatutory Stock Option Agreement (Non-Employee Directors) under the Amended and Restated 2011 Stock Incentive Plan for grants made on or after February 1, 2022.*** 10-K 10.4 2/28/2022

Form of Restricted Stock Unit Award Agreement (Employees) under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.* ***

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.* ***

Form of Restricted Stock Unit Award Agreement (Employees) under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.*** 10-K 10.5 2/29/2024

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.*** 10-K 10.6 2/29/2024

Amended and Restated 2014 Inducement Plan.*** 8-K 10.1 1/21/2025

Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2014 Inducement Plan.* ***

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Inducement Plan.* ***

Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2014 Inducement Plan.*** 8-K 10.2 1/21/2025

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Inducement Plan.*** 8-K 10.3 1/21/2025

Amended and Restated 2014 Employee Stock Purchase Plan.*** 8-K 10.1 6/10/2022

4 unchanged sentences

S-1/A 10.5 12/3/2010

Employment Agreement between the Registrant and David Stack.*** S-1/A 10.21 12/3/2010

Employment Agreement by and between Pacira Pharmaceuticals, Inc.

and David Stack.*** S-1/A 10.21 12/3/2010

Amendment No.

1 to Executive Employment Agreement, dated March 13, 2013, between the Registrant and David Stack.*** 8-K 99.3 3/18/2013

1 to Executive Employment Agreement, dated March 13, 2013, by and between Pacira Pharmaceuticals, Inc.

and David Stack.*** 8-K 99.3 3/18/2013

Amendment No.

2 to Executive Employment Agreement, dated June 30, 2015, by and between Pacira Pharmaceuticals, Inc.

and David Stack.*** 10-Q 10.2 7/30/2015

Transition and Retirement Agreement, dated September 20, 2023, by and between Pacira Pharmaceuticals, Inc.

and David Stack.*** 8-K 10.1 9/26/2023

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 89

Table of Content s

| 2024 Annual Report on Form 10-K | Page 89

Incorporation By Reference From

Number Description Form Exhibit Date

Amendment No.

2 to Executive Employment Agreement, dated June 30, 2015, between the Registrant and David Stack.*** 10-Q 10.2 7/30/2015

Transition and Retirement Agreement, dated September 20, 2023, between the Registrant and David Stack.

*** 8-K 10.1 9/26/2023

Employment Agreement, dated December 20, 2023, between the Registrant and Frank D.

Employment Agreement, dated December 20, 2023, by and between Pacira Pharmaceuticals, Inc.

Lee.*** 8-K 10.1 12/21/2023

Employment Agreement, dated November 29, 2012, between the Registrant and Kristen Williams.*** 10-Q 10.2 4/30/2015

Employment Agreement, dated October 21, 2024, by and between Pacira Pharmaceuticals, Inc.

Employment Agreement, dated November 29, 2012, by and between Pacira Pharmaceuticals, Inc.

and Kristen Williams.*** 10-Q 10.2 4/30/2015

Amendment No.

1 to Employment Agreement, dated March 13, 2013, between the Registrant and Kristen Williams.*** 10-Q 10.3 4/30/2015

1 to Employment Agreement, dated March 13, 2013, by and between Pacira Pharmaceuticals, Inc.

and Kristen Williams.*** 10-Q 10.3 4/30/2015

Amendment No.

2 to Employment Agreement, dated June 30, 2015, between the Registrant and Kristen Williams.*** 10-Q 10.5 7/30/2015

Executive Employment Agreement, dated May 2, 2016, between the Registrant and Charles A.

2 to Employment Agreement, dated June 30, 2015, by and between Pacira Pharmaceuticals, Inc.

and Kristen Williams.*** 10-Q 10.5 7/30/2015

Amendment No.

3 to Employment Agreement, dated as of October 31, 2024, by and between Pacira Pharmaceuticals, Inc.

and Kristen Williams.*** 8-K 10.3 11/6/2024

Executive Employment Agreement, dated May 2, 2016, by and between Pacira Pharmaceuticals, Inc.

and Charles A.

Reinhart, III.*** 10-Q 10.1 8/4/2016

Form of Indemnification Agreement between the Registrant and its directors and officers.* ***

Non-Healthcare Professional Consulting Agreement, effective October 1, 2024, by and between Pacira Pharmaceuticals, Inc.

Reinhart, III* ***

10-Q 10.5 11/6/2024

Amended and Restated Executive Employment Agreement, dated as of November 4, 2024, by and between Pacira Pharmaceuticals, Inc.

and Lauren Riker.*** 8-K 10.4 11/6/2024

Form of Indemnification Agreement between the Registrant and its directors and officers.*** 10-K 10.22 2/29/2024

Commercial Outsourcing Services Agreement entered into as of February 26, 2024 by the Registrant and Integrated Commercialization Solutions, Inc.††

10-K 10.23 2/29/2024

Pacira BioSciences, Inc.

3 unchanged sentences

Deferred Compensation Plan.*** 10-K 10.25 2/28/2023

Amendment No.

2 to Pacira BioSciences, Inc.

Deferred Compensation Plan.* ***

Pacira BioSciences, Inc.

Long-Term Incentive Plan.*** 8-K 10.1 12/7/2020

Strategic Co-Production Agreement dated April 4, 2014, by and between the Registrant and Patheon UK Limited.† 10-Q 10.1 7/31/2014

Manufacturing and Supply Agreement dated April 4, 2014, by and between the Registrant and Patheon UK Limited.† 10-Q 10.2 7/31/2014

Technical Transfer and Service Agreement dated April 4, 2014, by and between the Registrant and Patheon UK Limited.† 10-Q 10.3 7/31/2014

Side Letter dated June 5, 2023, to the Manufacturing and Supply Agreement by and between the Registrant and Patheon UK Limited.†† 10-Q 10.2 8/2/2023

Long-Term Incentive Plan.* ***

Strategic Co-Production Agreement dated April 4, 2014,by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.† 10-Q 10.1 7/31/2014

Manufacturing and Supply Agreement dated April 4, 2014,by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.† 10-Q 10.2 7/31/2014

First Amendment to Manufacturing and Supply Agreement dated April 2, 2019 by and between Pacira Limited and Patheon UK Limited.* †† ##

Second Amendment to Manufacturing and Supply Agreement dated October 31, 2024 by and between Pacira Limited and Patheon UK Limited.* †† ##

Technical Transfer and Service Agreement dated April 4, 2014, by and between by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.† 10-Q 10.3 7/31/2014

First Amendment to Technical Transfer and Service Agreement dated November 15, 2016 by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.* ##

Second Amendment to Technical Transfer and Service Agreement dated May 1, 2018 by and between Pacira Limited and Patheon UK Limited.* †† ##

Third Amendment to Technical Transfer and Service Agreement dated April 2, 2019 by and between Pacira Limited and Patheon UK Limited.* †† ##

Fourth Amendment to Technical Transfer and Service Agreement dated August 30, 2019 by and between Pacira Limited and Patheon UK Limited.* †† ##

Fifth Amendment to Technical Transfer and Service Agreement dated December 11, 2019 by and between Pacira Limited and Patheon UK Limited.* †† ##

Side Letter dated June 5, 2023, to the Manufacturing and Supply Agreement by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.†† 10-Q 10.2 8/2/2023

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page 90

Incorporation By Reference From

Number Description Form Exhibit Date

Manufacturing and Supply Agreement dated July 31, 2015, between Flexion Therapeutics, Inc.

1 unchanged sentence

First Amendment to Manufacturing and Supply Agreement dated May 8, 2019, between Flexion Therapeutics, Inc.

and Patheon UK Limited.* ††

and Patheon UK Limited.†† 10-K 10.32 2/29/2024

Second Amendment to Manufacturing and Supply Agreement dated June 17, 2019, between Flexion Therapeutics, Inc.

and Patheon UK Limited.* ††

Third Amendment to Manufacturing and Supply Agreement dated December 1, 2023, by and between the Registrant and Patheon UK Limited.* ††

and Patheon UK Limited.†† 10-K 10.33 2/29/2024

Third Amendment to Manufacturing and Supply Agreement dated December 1, 2023, by and between by and between Pacira Pharmaceuticals, Inc.

and Patheon UK Limited.†† 10-K 10.34 2/29/2024

Technical Transfer and Service Agreement dated July 31, 2015, between Flexion Therapeutics, Inc.

2 unchanged sentences

and Patheon UK Limited, dated as of April 8, 2020.†† 10-K 10.38 2/28/2022

Amended and Restated Consulting Agreement, dated April 3, 2012, between the Registrant and Gary Pace.*** 10-Q 10.1 5/9/2012

Second Amended and Restated Consulting Agreement, dated August 17, 2012, between the Registrant and Gary Pace.*** 10-Q 10.1 11/1/2012

Third Amendment to Consulting Agreement, dated September 11, 2013, between the Registrant and Gary Pace.*** 10-Q 10.3 10/31/2013

Fourth Amendment to Consulting Agreement, dated November 25, 2015, between the Registrant and Gary Pace.*** 10-K 10.57 2/25/2016

Contingent Value Right Agreement, dated as of November 19, 2021, by and between Pacira BioSciences, Inc.

and American Stock Transfer & Trust Company, LLC.

Amended and Restated Consulting Agreement, dated April 3, 2012, by and between Pacira Pharmaceuticals, Inc.

and Gary Pace.*** 10-Q 10.1 5/9/2012

Second Amended and Restated Consulting Agreement, dated August 17, 2012, by and between Pacira Pharmaceuticals, Inc.

and Gary Pace.*** 10-Q 10.1 11/1/2012

Third Amendment to Consulting Agreement, dated September 11, 2013, by and between Pacira Pharmaceuticals, Inc.

and Gary Pace.*** 10-Q 10.3 10/31/2013

Fourth Amendment to Consulting Agreement, dated November 25, 2015, by and between Pacira Pharmaceuticals, Inc.

and Gary Pace.*** 10-K 10.57 2/25/2016

Fifth Amendment to Consulting Agreement, dated June 12, 2024, by and between Pacira Pharmaceuticals, Inc.

and Gary Pace.*** †† 10-Q 10.3 7/30/2024

Contingent Value Right Agreement, dated as of November 19, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC.

8-K 10.1 11/19/2021

Credit Agreement, dated as of March 31, 2023, by and among the Registrant, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.## 8-K 10.1 4/3/2023

First Amendment, dated as of May 8, 2024, to Credit Agreement, dated as of March 31, 2023, by and among the Registrant, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.## 8-K 10.1 5/8/2024

Executive Employment Agreement, dated May 4, 2020, by and between Pacira Pharmaceuticals, Inc.

and Jonathan Slonin.*** 10-Q 10.1 5/4/2022

Amendment No.

1 to Executive Employment, dated as of October 31, 2024, by and between Pacira Pharmaceuticals, Inc.

and Jonathan Slonin.*** 8-K 10.2 11/6/2024

Executive Employment Agreement, dated June 17, 2019, by and between Pacira Pharmaceuticals, Inc.

and Daryl Gaugler.*** 10-Q 10.1 5/3/2023

Amendment No.

1 to Executive Employment Agreement, dated as of October 31, 2024, by and between Pacira Pharmaceuticals, Inc.

and Daryl Gaugler.*** 8-K 10.1 11/6/2024

Form of Capped Call Transaction Confirmation.

8-K 10.1 5/14/2024

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 90

Table of Content s

Incorporation By Reference From

Number Description Form Exhibit Date

Credit Agreement, dated as of March 31, 2023, by and among Pacira BioSciences, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.## 8-K 10.1 4/3/2023

Executive Employment Agreement, dated May 4, 2020, between the Registrant and Jonathan Slonin.*** 10-Q 10.1 5/4/2022

Executive Employment Agreement, dated June 17, 2019, between the Registrant and Daryl Gaugler.*** 10-Q 10.1 5/3/2023

Executive Employment Agreement, dated December 6, 2016, between the Registrant and Anthony Molloy.*** 10-Q 10.2 5/3/2023

Insider Trading Policy.*

Subsidiaries of the Registrant.*

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Incentive Compensation Recovery Policy.*** *

Incentive Compensation Recovery Policy.*** 10-K 97 2/29/2024

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page 91

Incorporation By Reference From

Number Description Form Exhibit Date

101.INS* Inline XBRL Instance Document.*

17 unchanged sentences

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 91

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| 2024 Annual Report on Form 10-K | Page 92

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

Principal Executive Officer Directors

LEE /s/ MARCELO BIGAL /s/ GARY PACE

Lee Marcelo Bigal Gary Pace

LEE /s/ MARCELO BIGAL /s/ ABRAHAM CEESAY

Lee Marcelo Bigal Abraham Ceesay

Chief Executive Officer and Director

/s/ LAURA BREGE /s/ ANDREAS WICKI

Principal Financial Officer Laura Brege Andreas Wicki

/s/ CHARLES A.

REINHART, III /s/ ABRAHAM CEESAY /s/ MICHAEL YANG

Reinhart, III Abraham Ceesay Michael Yang

Chief Financial Officer

/s/ CHRISTOPHER J.

CHRISTIE /s/ ALETHIA YOUNG

Principal Accounting Officer Christopher J.

Christie Alethia Young

/s/ LAUREN RIKER /s/ MARK FROIMSON /s/ PAUL HASTINGS

Lauren Riker Mark Froimson Paul Hastings

Senior Vice President, Finance (Chair of the Board)

/s/ MARK KRONENFELD

Mark Kronenfeld

CHRISTIE /s/ MARK FROIMSON

Principal Financial Officer Christopher J.

Christie Mark Froimson

CROSS /s/ MARK KRONENFELD /s/ MICHAEL YANG

Cross Mark Kronenfeld Michael Yang

Chief Financial Officer

/s/ ALETHIA YOUNG /s/ LAURA BREGE

Principal Accounting Officer Alethia Young Laura Brege

Chair of the Board of Directors

/s/ LAUREN RIKER

Senior Vice President, Finance

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page 92

Table of Content s

| 2024 Annual Report on Form 10-K | Page 93

PACIRA BIOSCIENCES, INC.

9 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022

2 unchanged sentences

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-1

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| 2024 Annual Report on Form 10-K | Page F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of Pacira BioSciences, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

21 unchanged sentences

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-2

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| 2024 Annual Report on Form 10-K | Page F-2

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

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

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

Fair value measurement of the contingent consideration liability associated with the acquisition of Flexion

1 unchanged sentence

Subsequent changes to the fair value of the contingent consideration liability are recorded in the consolidated statement of operations in the period of change.

The Company estimates the fair value using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation.

The Company estimates the fair value using a Monte Carlo simulation.

The fair value of the Flexion contingent consideration as of December 31, 2024 was $20.2 million.

We identified the evaluation of the fair value measurement of the contingent consideration liability related to achieving commercial and regulatory milestones associated with the acquisition of Flexion as a critical audit matter.

We identified the evaluation of the fair value measurement of the contingent consideration liability related to achieving commercial milestones associated with the acquisition of Flexion as a critical audit matter.

Evaluating the fair value measurement of the contingent consideration liability required significant auditor judgment, due to the high degree of subjectivity inherent in certain assumptions with unobservable inputs that were used in the model.

In particular, the fair value measurement was sensitive to management’s forecasts of revenues, estimated probabilities and timing related to the achievement of certain commercial and regulatory milestones, volatility, and discount rates.

In particular, the fair value measurement was sensitive to management’s forecasts of revenues, volatility, and discount rates.

In addition, the audit effort associated with the evaluation of the Company’s volatility and discount rates involved the use of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s fair value measurement process for the contingent consideration liability related to achieving commercial and regulatory milestones.

This included controls related to the development of the assumptions for forecasted revenues, estimated probabilities and timing related to the achievement of certain milestones, volatility, and discount rates.

We evaluated the forecasted revenues and certain commercial and regulatory milestone assumptions used in the Company’s models by comparing them to historical data, industry benchmarks and other third-party market data that were assessed to be relevant and reliable.

This included controls related to the development of the assumptions for forecasted revenues, volatility, and discount rates.

We evaluated the forecasted revenues and certain commercial milestone assumptions used in the Company’s models by comparing them to historical data, industry benchmarks and other third-party market data that were assessed to be relevant and reliable.

We involved valuation professionals with specialized skills and knowledge, who assisted in developing an independent estimate of the discount rates and volatility assumptions using inputs from publicly available market data and comparing the results to the Company’s discount rates and volatility assumptions.

Impairment of Goodwill

As discussed in Notes 2 and 8 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis or upon the occurrence of a triggering event that could indicate a potential impairment.

During the three months ended September 30, 2024, the Company determined that certain triggering events, combined with a subsequent decrease in 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.

The fair value of the Company’s reporting unit was calculated through a discounted cash flow model (or income approach), based on the present value of estimated future cash flows including assumptions around forecasted revenue growth rates and estimated discount rate.

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

We identified the evaluation of the fair value of the Company’s reporting unit as a critical audit matter.

Evaluating the fair value of the reporting unit was complex and required significant auditor judgment due to the high degree of subjectivity in evaluating certain assumptions used to estimate the fair value of the reporting unit.

In particular, the fair value measurement was sensitive to management’s forecast of revenue growth rates and the discount rate assumptions.

Changes in these assumptions could have a significant impact on the fair value of the reporting unit.

In addition, the audit effort associated with the evaluation of the Company’s revenue growth rates and discount rate required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s calculation of the fair value of its reporting unit.

This included controls related to the development of assumptions for forecasted revenue growth rates and discount rate.

We evaluated the Company’s forecasted revenue growth rates by comparing them to historical actual growth rates and industry

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-3

data that was assessed to be relevant and reliable.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the projected revenue growth rates by comparing them to guideline public companies and developing an independent estimate of the discount rate using inputs from publicly available market data and comparing the results to the Company's discount rate assumption.

We have served as the Company’s auditor since 2015.

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Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-3

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-4

PACIRA BIOSCIENCES, INC.

22 unchanged sentences

Current portion of convertible senior notes, net 201,776 8,641

Current portion of long-term debt, net — 33,648

Total current liabilities 309,920 97,383

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250,000,000 shares authorized;

46,481,174 and 45,927,790 shares issued and outstanding at December 31, 2023 and 2022, respectively

47,077,844 shares issued and 46,240,604 shares outstanding at December 31, 2024 and 46,481,174 shares issued and outstanding at December 31, 2023

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

Additional paid-in capital 1,009,435 976,633

Accumulated deficit ( 206,356 ) ( 106,796 )

Accumulated other comprehensive income (loss) 247 ( 380 )

Accumulated other comprehensive income 343 247

Total stockholders’ equity 778,348 870,130

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| 2023 Form 10-K | Page F-4

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-5

PACIRA BIOSCIENCES, INC.

5 unchanged sentences

Royalty revenue 3,780 2,733 2,673

Collaborative licensing and milestone revenue — — 125

Total revenues 700,966 674,978 666,823

4 unchanged sentences

Amortization of acquired intangible assets 57,288 57,288 57,288

Contingent consideration (gains) charges, acquisition-related charges and other ( 352 ) 10,903 42,911

Goodwill impairment 163,243 — —

Contingent consideration gains, restructuring charges and other 7,702 ( 352 ) 10,903

Total operating expenses 774,337 587,303 606,799

Income from operations 87,675 60,024 89,924

Other (expense) income:

(Loss) income from operations ( 73,371 ) 87,675 60,024

Other income (expense):

Interest income 19,689 11,444 4,542

Interest expense ( 16,569 ) ( 20,306 ) ( 39,976 )

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

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

Other, net ( 373 ) ( 186 ) ( 11,288 )

Total other expense, net ( 25,974 ) ( 46,722 ) ( 33,520 )

Income before income taxes 61,701 13,302 56,404

Total other income (expense), net 10,265 ( 25,974 ) ( 46,722 )

(Loss) income before income taxes ( 63,106 ) 61,701 13,302

Income tax (expense) benefit ( 36,454 ) ( 19,746 ) 2,607

Net income $ 41,955 $ 15,909 $ 41,980

Net income per share:

Basic net income per common share $ 0.91 $ 0.35 $ 0.95

Diluted net income per common share $ 0.89 $ 0.34 $ 0.92

Net (loss) income $ ( 99,560 ) $ 41,955 $ 15,909

Net (loss) income per share:

Basic net (loss) income per common share $ ( 2.15 ) $ 0.91 $ 0.35

Diluted net (loss) income per common share $ ( 2.15 ) $ 0.89 $ 0.34

Weighted average common shares outstanding:

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| 2023 Form 10-K | Page F-5

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-6

PACIRA BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

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2024 2023 2022

Net income $ 41,955 $ 15,909 $ 41,980

Net (loss) income $ ( 99,560 ) $ 41,955 $ 15,909

Other comprehensive income (loss):

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Total other comprehensive income (loss) 96 627 ( 547 )

Comprehensive income $ 42,582 $ 15,362 $ 41,829

Comprehensive (loss) income $ ( 99,464 ) $ 42,582 $ 15,362

See accompanying notes to consolidated financial statements

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| 2023 Form 10-K | Page F-6

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-7

PACIRA BIOSCIENCES, INC.

2 unchanged sentences

(In thousands)

Common Stock Additional

Number of shares outstanding Additional

Capital Accumulated

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Income (Loss) Total

Shares Amount

Common Shares Treasury Shares Common Stock Treasury Stock

Balance at December 31, 2021 44,734 — $ 45 $ — $ 942,091 $ ( 211,895 ) $ 167 $ 730,408

Reclassification of the equity component of convertible senior notes to liabilities upon adoption of Accounting Standards Update 2020-06 — — — — ( 96,468 ) 47,235 — ( 49,233 )

Exercise of stock options 690 — 1 — 24,386 — — 24,387

2 unchanged sentences

Stock-based compensation — — — — 48,092 — — 48,092

Issuance of common stock upon conversion of 2022 convertible senior notes 102 — — — 3,040 — — 3,040

Other comprehensive loss (Note 12)

— — — — — — ( 547 ) ( 547 )

Net income — — — — — 15,909 — 15,909

Balance at December 31, 2022 45,928 — 46 — 924,095 ( 148,751 ) ( 380 ) 775,010

Reclassification of the equity component of convertible senior notes to liabilities upon adoption of Accounting Standards Update 2020-06 (1)

— — ( 96,468 ) 47,235 — ( 49,233 )

Exercise of stock options 63 — — — 1,939 — — 1,939

Vested restricted stock units 404 — — — ( 1 ) — — ( 1 )

Common stock withheld for employee withholding tax liabilities on vested restricted stock units ( 4 ) — — — ( 106 ) — — ( 106 )

Common stock issued under employee stock purchase plan 90 — — — 2,811 — — 2,811

Stock-based compensation — — — — 47,895 — — 47,895

Issuance of common stock upon conversion of 2022 convertible senior notes (Note 11) 102 — 3,040 — — 3,040

Other comprehensive loss (Note 13) — — — — ( 547 ) ( 547 )

Other comprehensive income (Note 12)

— — — — — — 627 627

Net income — — — — — 41,955 — 41,955

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

Exercise of stock options 63 — 1,939 — — 1,939

Vested restricted stock units 501 — 1 — — — — 1

2 unchanged sentences

Stock-based compensation — — — — 51,171 — — 51,171

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

Purchase of capped call transaction, net of tax — — — — ( 20,176 ) — — ( 20,176 )

Other comprehensive income (Note 12)

Net income — — — 41,955 — 41,955

— — — — — — 96 96

Net loss — — — — — ( 99,560 ) — ( 99,560 )

Balance at December 31, 2024 47,078 ( 837 ) $ 47 $ ( 25,121 ) $ 1,009,435 $ ( 206,356 ) $ 343 $ 778,348

(1) Effective January 1, 2022, the Company adopted Accounting Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) on a modified retrospective method of transition.

As a result, the Company no longer separately presents in equity an embedded conversion feature for its convertible debt.

See accompanying notes to consolidated financial statements.

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| 2023 Form 10-K | Page F-7

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-8

PACIRA BIOSCIENCES, INC.

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Operating activities:

Net income $ 41,955 $ 15,909 $ 41,980

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

Net (loss) income $ ( 99,560 ) $ 41,955 $ 15,909

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

Goodwill impairment 163,243 — —

Loss on lease terminations 2,165 — —

Deferred taxes 20,621 15,615 ( 7,945 )

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Amortization of debt discount 92 752 2,807

Loss on early extinguishment of debt 16,926 — —

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

Stock-based compensation 51,171 47,895 48,092

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Impairment of investment — — 10,000

Other losses 2,137 285 2,663

Other net losses 236 2,137 285

Changes in operating assets and liabilities:

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Other liabilities 2,714 434 ( 556 )

Payment of contingent consideration — — ( 6,835 )

Net cash provided by operating activities 189,389 154,649 145,274

Investing activities:

Acquisition of Flexion Therapeutics, Inc.

(net of cash acquired) — — ( 420,042 )

Purchases of fixed assets ( 10,636 ) ( 15,161 ) ( 30,076 )

2 unchanged sentences

Payment of contingent consideration — — ( 32,000 )

Sale of equity investment — — 9,057

Purchases of equity and debt investments ( 6,758 ) ( 13,000 ) ( 17,187 )

Net cash provided by (used in) investing activities 77,541 ( 225,185 ) ( 20,790 )

Purchases of debt and equity investments — ( 6,758 ) ( 13,000 )

Net cash (used in) provided by investing activities ( 83,276 ) 77,541 ( 225,185 )

Financing activities:

Proceeds from exercises of stock options — 1,939 24,387

Proceeds from common stock issued under employee stock purchase plan 2,811 2,954 2,811

Proceeds from shares issued under employee stock purchase plan 2,298 2,811 2,954

Payment of employee withholding taxes on restricted stock unit vests ( 491 ) ( 106 ) —

Proceeds from Term loan A facility maturing March 2028 149,550 — —

Proceeds from Term loan B facility maturing December 2026 — — 363,750

Purchase of treasury stock ( 25,000 ) — —

Proceeds from 2029 convertible senior notes 287,500 — —

Proceeds from Term loan A facility — 149,550 —

Repayment of 2022 convertible senior notes — — ( 156,960 )

Repayment of 2024 convertible senior notes ( 8,641 ) — ( 192,609 )

Repayment of Term loan B facility maturing December 2026 ( 296,875 ) ( 78,125 ) —

Repayment of Term loan A facility maturing March 2028 ( 33,437 ) — —

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

Repayment of Term loan B facility — ( 296,875 ) ( 78,125 )

Repayment of Term loan A facility ( 11,250 ) ( 33,437 ) —

Purchase of capped call transactions ( 26,709 ) — —

Debt extinguishment costs — ( 5,750 ) —

Payment of debt issuance and financing costs ( 9,350 ) ( 1,163 ) ( 1,175 )

Payment of contingent consideration — — ( 5,165 )

Net cash (used in) provided by financing activities ( 183,031 ) ( 401,528 ) 380,694

Net cash provided by (used in) financing activities 17,363 ( 183,031 ) ( 401,528 )

Net increase (decrease) in cash and cash equivalents 123,476 49,159 ( 481,439 )

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Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-8

Table of Content s

| 2024 Annual Report on Form 10-K | Page F-9

PACIRA BIOSCIENCES, INC.

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Fixed assets included in accounts payable and accrued liabilities $ 5,565 $ 1,982 $ 5,888

Net additions to contingent consideration liabilities $ — $ — $ 45,241

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

See accompanying notes to consolidated financial statements.

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| 2023 Form 10-K | Page F-9

| 2024 Annual Report on Form 10-K | Page F-10

PACIRA BIOSCIENCES, INC.

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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.

The Company is also developing innovative interventions to address debilitating conditions involving the sympathetic nervous system, such as cardiac electrical storm, chronic pain and spasticity.

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 (the safety and effectiveness of EXPAREL have not been established to produce postsurgical regional analgesia via other nerve blocks besides an interscalene brachial plexus nerve block, a sciatic nerve block in the popliteal fossa, or an adductor canal block).

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.

ZILRETTA is the first and only extended-release, intra-articular (meaning in the joint) injection indicated for the management of osteoarthritis, or OA, knee pain.

For more information, see Note 5, Flexion Acquisition .

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 gene therapy vector platform enabling local administration of genetic medicines with the potential to treat large prevalent diseases like OA.

In February 2025, the Company acquired the remaining equity interest in GQ Bio Therapeutics GmbH, or GQ Bio (the “GQ Bio Acquisition”) a privately-held biopharmaceutical company with a novel, high-capacity, local-delivery platform that makes genetic medicines more efficient and enables the use of large and multiple gene constructs.

PCRX-201 is the lead program from this platform.

For more information on the GQ Bio Acquisition, see Note 21, Subsequent Events .

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.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the United States Securities and Exchange Commission, or SEC.

Securities and Exchange Commission, or SEC.

The accounts of the Company’s wholly owned subsidiaries are included in these consolidated financial statements.

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Estimates are used for, among other things, revenue recognition, valuation of acquired assets and liabilities, stock-based compensation, inventory costs, impairments of equity investments, long-lived assets, goodwill and other intangible assets, liabilities and accruals, including contingent consideration, and the valuation of deferred tax assets.

The Company’s critical accounting estimates are those that are both most important to the Company’s consolidated financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results could differ from these estimates.

Revenue From Contracts With Customers

The Company’s net product sales consist of (i) EXPAREL in the U.S., European Union, or E.U.

and the U.K.;

The Company’s net product sales consist of (i) EXPAREL in the U.S., European Union, or E.U., and the U.K.;

(ii) ZILRETTA in the U.S.;

(iii) iovera° in the U.S., Canada and Europe and (iv) sales of its bupivacaine liposome injectable suspension for veterinary use.

Royalty revenues are related to a collaborative licensing agreement from the sale of the Company’s bupivacaine liposome injectable suspension for veterinary use.

Royalty revenues are related to a collaborative licensing agreement from the sale of the Company’s bupivacaine liposome injectable suspension product for veterinary use.

See Note 4, Revenue , for further information on the Company’s accounting policies related to revenue from contracts with customers.

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| 2024 Annual Report on Form 10-K | Page F-11

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Collaborative Licensing and Milestone Revenue

The Company’s collaboration agreements generally involve a license to the Company’s products.

In determining when to recognize the revenue under a collaboration agreement, the Company must assess whether the license is distinct, which depends upon whether the customer can benefit from the license and whether the license is separate from other performance obligations in the agreement.

If the license is distinct, the Company must further assess whether the customer has a right to access or a right to use the license depending on whether the functionality of the license is expected to substantively change over time.

If the license is not expected to substantively change, the revenue is recognized at the point in time when the license is provided.

If the license is expected to substantively change, the revenue is recognized over the license period.

Revenue recognition from milestone payments is dependent upon the facts and circumstances surrounding the milestone payments.

Milestone payments based on a non-sales metric such as a development-based milestone (e.g., obtaining regulatory approval) represent variable consideration and would be included in the transaction price subject to any constraints.

If the milestone payments relate to future development, the timing of recognition depends upon historical experience and the significance a third-party has on the outcome.

For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied.

Royalty Revenue

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and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual physicians.

The Company also sells EXPAREL directly to ambulatory surgery centers and physicians.

The Company also sells EXPAREL directly to ambulatory surgery centers and individual physicians.

The Company sells ZILRETTA primarily to specialty distributors and specialty pharmacies, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals.

The Company also contracts directly with healthcare providers and intermediaries such as Group Purchasing Organizations, or GPOs.

The Company sells its bupivacaine liposome injectable suspension for veterinary use to a third-party licensee in the U.S.

and sells iovera° directly to end users.

The Company sells iovera° directly to end users and its bupivacaine liposome injectable suspension product for veterinary use to a third-party licensee in the U.S.

The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented:

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Total 77 % 77 % 76 %

The year ended December 31, 2022 included the first full-year of ZILRETTA net product sales.

The Company began recognizing revenue from net product sales of ZILRETTA on November 19, 2021, the date of the Flexion Acquisition.

Revenue from outside the U.S.

accounted for less than 1 % of the Company’s total revenue for the years ended December 31, 2023, 2022 and 2021.

The Company began selling EXPAREL in the E.U.

and iovera° in Canada in the fourth quarter of 2021.

accounted for less than 1 % of the Company’s total revenue for each of the years ended December 31, 2024, 2023 and 2022.

Research and Development Expenses

Research and development expenditures are expensed as incurred.

These include both internal and external costs, of which a significant portion of development activities are outsourced to third parties, including contract research organizations.

Clinical trial costs are accrued over the service periods specified in contracts and adjusted as necessary based on an ongoing review of the level of effort and actual costs incurred.

Research and development costs are presented net of reimbursements from commercial partners.

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| 2023 Form 10-K | Page F-11

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

These include both internal and external costs, of which a significant portion of development activities are outsourced to third parties, including contract research organizations, or CROs.

Clinical trial costs are accrued over the service periods specified in contracts and adjusted as necessary based on an ongoing review of the level of effort and actual costs incurred by the CROs.

Research and development costs are presented net of any reimbursements from commercial partners.

The Company uses the asset and liability method of accounting for income taxes.

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The expense associated with these programs is recognized in the Company’s consolidated statements of operations based on their fair values as they are earned under their applicable vesting terms or the length of an offering period.

In calculating the estimated fair value of stock options and employee stock purchase plan share options granted, the Company uses the Black-Scholes option valuation model, or Black-Scholes model, which requires the consideration of the following variables for purposes of estimating fair value in addition to the closing price of the Company’s common stock on the date of grant:

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| 2024 Annual Report on Form 10-K | Page F-12

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

following variables for purposes of estimating fair value in addition to the closing price of the Company’s common stock on the date of grant:

• Expected term of the option

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• Risk-free interest rate

The Company utilizes its historical volatility data to determine expected volatility over the expected option term.

The Company uses an expected term based on its historical stock option activity data.

The Company utilizes its historical volatility data to determine expected volatility over the expected term of the option.

The Company uses an expected term based on its historical stock option activity data for stock option grants and the length of an offering period for employee stock purchase plan share option grants.

The risk-free interest rate is based on the implied yield on U.S.

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Cash equivalents include money market funds.

As of December 31, 2023, the carrying value of money market funds was $ 26.1 million.

As of December 31, 2024, the carrying value of the Company’s money market funds was $ 269.4 million.

As of December 31, 2023, the carrying value of money market funds was $ 26.1 million.

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Short-Term and Noncurrent Available-For-Sale Investments

Available-for-sale investments may consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper, corporate bonds, federal agency bonds, government bonds, and other bonds issued in the U.S.

(and denominated in the U.S.

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Available-for-sale securities are recorded at fair value, based on current market valuations.

Unrealized holding gains and losses on available-for-sale securities (except for credit losses) are excluded from net income (loss) and are reported as a separate component of accumulated other comprehensive (loss) income until realized.

Realized gains and losses are included in interest income in the consolidated statements of operations and are derived using the specific identification method for determining the

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| 2023 Form 10-K | Page F-12

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

cost of the securities sold.

Unrealized holding gains and losses on available-for-sale securities (except for credit losses) are excluded from net (loss) income and are reported as a separate component of accumulated other comprehensive income until realized.

Realized gains and losses are included in interest income in the consolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold.

The Company evaluates whether a credit loss exists, and in the event a credit loss does exist, the credit loss is recognized in the consolidated statements of operations based on the amount that the fair value is less than the amortized cost.

Inventories consist of finished goods held for sale and distribution, raw materials and work in process.

Inventories are stated at the lower of cost, which includes amounts related to material, labor and overhead, or net realizable value, and is determined using the first-in, first-out (“FIFO”) method.

Inventories are stated at the lower of cost, which includes amounts related to material, labor and overhead, or net realizable value, and is determined using the first-in, first-out method.

The Company periodically reviews its inventory to identify obsolete, slow-moving, or otherwise unsalable inventories, and establishes allowances for situations in which the cost of the inventory is not expected to be recovered.

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The Company periodically reviews these useful lives relative to physical factors, economic factors and industry trends.

If there are changes in the planned use of property or equipment, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of accelerated depreciation expense in future periods.

If there are changes in the planned use of property or equipment, the useful lives assigned to these assets may need to be shortened, resulting in the

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| 2024 Annual Report on Form 10-K | Page F-13

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

recognition of accelerated depreciation expense in future periods.

Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease terms.

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Lease costs associated with operating leases are recognized on a straight-line basis, while lease costs for financing leases are recognized over the lease term using the effective interest method.

The Company does not have any financing leases.

The Company does not currently have any financing leases.

The amount of ROU assets and lease liabilities to be recognized is impacted by the type of lease payments, the lease term and the incremental borrowing rate.

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The incremental borrowing rate is based on the rate the Company estimates it would pay on a collateralized basis over a similar term in a similar economic environment.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-13

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values, with some exceptions.

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Subsequent to an acquisition, the Company measures contingent consideration arrangements at fair value at each reporting period, with changes in fair value recognized in the consolidated statements of operations.

Changes in contingent consideration can result from changes in the assumed achievement and timing of estimated sales and regulatory approvals.

Changes in contingent consideration

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| 2024 Annual Report on Form 10-K | Page F-14

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

can result from changes in the assumed achievement and timing of estimated sales and regulatory approvals.

In the absence of new information, changes in fair value reflect the passage of time towards achievement or expiration of the milestones, and are accreted to the period in which payments are expected to be made.

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is not amortized, but is subject to impairment testing at least annually or when a triggering event occurs that could indicate a potential impairment exists.

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.

The Company has 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 the Company determines 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.

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 would be calculated through an income approach.

Under the income approach, the Company calculates 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 and internal projections and operating plans which incorporate estimates for sales growth and future margins.

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

The Company believes such assumptions would 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.

Intangible Assets

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If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Per Share Data

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

Diluted net (loss) income per common share is calculated by dividing net (loss) income available (attributable) to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock outstanding during the period.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-14

| 2024 Annual Report on Form 10-K | Page F-15

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Per Share Data

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

Diluted net income (loss) per common share is calculated by dividing net income (loss) available (attributable) to common stockholders as adjusted for the effect of dilutive securities, if any, by the weighted average number of shares of common stock and dilutive common stock 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 Company’s employee stock purchase plan (using the treasury stock method), if applicable.

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

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

Treasury Stock

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

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

Any reissued treasury stock is accounted for at average cost.

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

Foreign Currencies

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Revenues and expenses are translated using the average exchange rates for each calendar month during the year.

Translation adjustments are recorded as a component of accumulated other comprehensive (loss) income in the consolidated financial statements.

Translation adjustments are recorded as a component of accumulated other comprehensive income in the consolidated financial statements.

Gains or losses from foreign currency exchanges are recorded in other, net in the consolidated statements of operations.

Segment Reporting

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.

The Company is managed by a single management team, and, consistent with its organizational structure, the Chief Executive Officer—who is the Company’s chief operating decision maker—manages and allocates resources at a consolidated level.

Accordingly, the Company views its business as one reportable operating segment to evaluate its performance, allocate resources, set operational targets and forecast its future financial results.

NOTE 3— RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements Not Adopted as of December 31, 2023

Recently Adopted Accounting Pronouncements

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.

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The new segment disclosure requirements apply for entities with a single reportable segment.

The ASU’s amendments are effective for fiscal years beginning after December 15, 2023 and interim periods thereafter, with early adoption permitted.

The ASU will require adoption on a retrospective basis.

The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements.

The Company adopted the standard for its annual reporting which was applied retrospectively for all prior years presented.

The ASU's amendment is effective for interim periods in fiscal years beginning after December 15, 2024.

Refer to Note 20, Segment Information , for more information.

Recently Issued Accounting Pronouncements Not Adopted as of December 31, 2024

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

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The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

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

The ASU amendment improves financial reporting by requiring public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The ASU’s amendments are effective for annual reporting periods beginning after December 31, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

This ASU amendment can be applied on a prospective basis or retrospectively.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its footnote disclosures.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-15

| 2024 Annual Report on Form 10-K | Page F-16

PACIRA BIOSCIENCES, INC.

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The Company also contracts directly with healthcare providers and intermediaries such as GPOs.

Product revenue is recognized when control of the promised goods are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods.

EXPAREL and ZILRETTA revenue is recorded at the time the product is delivered to the customer.

Product revenue is recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods.

EXPAREL and ZILRETTA revenue is recorded at the time the products are transferred to the customer.

Revenues from sales of products are recorded net of returns allowances, prompt payment discounts, service fees, government rebates, volume rebates and chargebacks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-16

| 2024 Annual Report on Form 10-K | Page F-17

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table provides a summary of activity with respect to the Company’s sales related allowances and accruals related to EXPAREL and ZILRETTA for the years ended December 31, 2023, 2022 and 2021:

Returns Allowances Prompt Payment Discounts Service

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Provision 1,390 11,145 16,866 48,890 1,641 79,932

Payments / Adjustments ( 757 ) ( 10,217 ) ( 7,644 ) ( 15,207 ) ( 378 ) ( 34,203 )

Payments ( 3,060 ) ( 11,136 ) ( 17,309 ) ( 46,932 ) ( 1,616 ) ( 80,053 )

Balance at December 31, 2022 1,691 1,187 3,193 5,452 786 12,309

Provision 1,335 11,970 18,129 92,009 2,176 125,619

Payments / Adjustments ( 3,060 ) ( 11,136 ) ( 17,309 ) ( 46,932 ) ( 1,616 ) ( 80,053 )

Payments ( 1,158 ) ( 11,849 ) ( 17,625 ) ( 91,591 ) ( 1,787 ) ( 124,010 )

Balance at December 31, 2023 1,868 1,308 3,697 5,870 1,175 13,918

Provision 2,260 12,697 21,022 115,087 2,155 153,221

Payments / Adjustments ( 1,158 ) ( 11,849 ) ( 17,625 ) ( 91,591 ) ( 1,787 ) ( 124,010 )

Payments ( 2,528 ) ( 12,697 ) ( 19,844 ) ( 116,094 ) ( 1,623 ) ( 152,786 )

Balance at December 31, 2024 $ 1,600 $ 1,308 $ 4,875 $ 4,863 $ 1,707 $ 14,353

The Company began recognizing revenue and the related allowances and accruals from net product sales of ZILRETTA on November 19, 2021, the date of the Flexion Acquisition.

Collaborative Licensing and Milestone Revenue

The Company’s collaborative licensing and milestone revenue recognition policy is discussed in Note 2, Summary of Significant Accounting Policies.

Accounts Receivable

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The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred, the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-17

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Disaggregated Revenue

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Total net product sales $ 697,186 $ 672,245 $ 664,150

The Company began recognizing revenue from net product sales of ZILRETTA on November 19, 2021, the date of the Flexion Acquisition.

NOTE 5— FLEXION ACQUISITION

On November 19, 2021, the Company acquired Flexion, a biopharmaceutical company focused on the discovery, development and commercialization of novel, local therapies for the treatment of patients with musculoskeletal conditions, beginning with OA, the most common form of arthritis, pursuant to an Agreement and Plan of Merger (the “Flexion Merger Agreement”), dated as of October 11, 2021, by and among the Company, Oyster Acquisition Company Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), and Flexion.

Following the completion of a successful tender offer for the shares of Flexion’s common stock, and pursuant to the terms of the Flexion Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Purchaser merged with and into Flexion with Flexion surviving as a wholly owned subsidiary of the Company.

The Company changed the name of Flexion to Pacira Therapeutics, Inc.

after completing the merger.

The total consideration for the Flexion Acquisition was approximately $ 578.8 million consisting of:

(i) $ 448.5 million of cash paid to former Flexion stockholders and to settle restricted stock units and in-the-money stock options;

(ii) an $ 85.1 million cash payment of Flexion debt not assumed by the Company and (iii) $ 45.2 million of estimated contingent consideration at the time of the acquisition related to contingent value rights, or CVRs, that were issued to Flexion shareholders and certain equity award holders in conjunction with the Flexion Acquisition.

The consideration is subject to adjustments based on the achievement of certain potential milestone payments.

At the time of the acquisition, the Company estimated that up to an additional $ 380.2 million in the aggregate may be payable to holders of the CVRs if each of the applicable milestones are achieved by December 31, 2030, as follows:

(i) $ 1.00 per CVR the first time that net sales of ZILRETTA in any calendar year equal or exceed $ 250.0 million;

(ii) $ 2.00 per CVR, the first time that net sales of ZILRETTA in any calendar year equal or exceed $ 375.0 million;

(iii) $ 3.00 per CVR, the first time that net sales of ZILRETTA in any calendar year equal or exceed $ 500.0 million;

(iv) $ 1.00 per CVR upon approval by the U.S.

Food and Drug Administration, or FDA, of a Biologics License Application (BLA) for PCRX-201, a clinical stage gene therapy product candidate;

(v) $ 1.00 per CVR upon approval by the FDA of a new drug application, or NDA, for PCRX-301, an investigational product candidate.

In September 2022, based on the results of a completed phase 1 study, the Company decided to discontinue further development of PCRX-301.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-18

| 2024 Annual Report on Form 10-K | Page F-18

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The total consideration for the Flexion Acquisition was $ 578.8 million which consisted of the following (in thousands, except per share amounts):

Fair Value of Purchase Price Consideration Amount

Fair value of purchase consideration paid at closing:

Cash consideration for all outstanding shares of Flexion’s common stock ( 50,392 shares of common stock acquired at $ 8.50 per share)

Cash consideration paid to settle RSUs and in-the-money stock options 20,153

Cash paid to settle Flexion debt 85,118

Fair value of CVRs 45,241

Total purchase consideration $ 578,845

The Company accounted for the Flexion Acquisition using the acquisition method of accounting and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its consolidated financial statements from the acquisition date of November 19, 2021.

NOTE 5— INVENTORIES

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Machinery and equipment (1) (2)

$ 160,643 $ 121,773

Leasehold improvements (2)

86,034 61,826

Computer equipment and software (2)

23,473 17,186

Office furniture and equipment 1,952 2,543

Construction in progress (2)

27,996 105,905

Total 300,098 309,233

accumulated depreciation (1)

( 132,929 ) ( 135,306 )

Fixed assets, net $ 167,169 $ 173,927

For information on useful lives by asset category, refer to Note 2, Summary of Significant Accounting Policies .

(1) During the year ended December 31, 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, U.K.

The Company continues to operate its enhanced, larger-scale EXPAREL manufacturing process at the same facility.

(2) During the year ended December 31, 2024, an enhanced, large-scale 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.

Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 21.5 million, $ 18.3 million and $ 34.2 million, respectively.

During the years ended December 31, 2023, 2022 and 2021, the Company capitalized interest of $ 3.5 million, $ 4.1 million and $ 3.9 million, respectively.

In 2022, the Company accelerated $ 10.5 million of depreciation expense for certain machinery and equipment for which no future economic benefit was identified.

As of December 31, 2023 and 2022, total fixed assets, net, includes leasehold improvements and manufacturing process equipment located outside of the U.S.

During the years ended December 31, 2024, 2023 and 2022, the Company capitalized interest on the construction of manufacturing sites of $ 2.1 million, $ 3.5 million and $ 4.1 million, respectively.

As of December 31, 2024 and 2023, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located outside of the U.S.

in the amount of $ 51.1 million and $ 36.8 million, respectively.

As of December 31, 2023 and 2022, the Company had AROs of $ 4.3 million and $ 3.3 million, respectively, included in accrued expenses and other liabilities on its consolidated balance sheet, for costs associated with returning leased space to its original condition upon the termination of certain of its lease agreements.

As of December 31, 2024 and 2023, the Company had AROs of $ 4.2 million and $ 4.3 million, respectively, included in accrued expenses and other liabilities on its consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of their lease agreements.

During the three months ended September 30, 2024, the U.S.

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 19, 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 its asset group and determined the carrying amount of the asset group was recoverable.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-19

| 2024 Annual Report on Form 10-K | Page F-19

PACIRA BIOSCIENCES, INC.

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The Company leases all of its facilities, including its EXPAREL and iovera° handpiece manufacturing facility at its Science Center Campus in San Diego, California.

The Company also has two embedded leases with Thermo Fisher Scientific Pharma Services, or Thermo Fisher, for the use of their manufacturing facility in Swindon, England for the production of EXPAREL and ZILRETTA.

The Company also has two embedded leases with Thermo Fisher Scientific Pharma Services, or Thermo Fisher, for the use of their manufacturing facility in Swindon, U.K.

for the production of EXPAREL and ZILRETTA.

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

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

During the third quarter of 2023, the Company partially exited its Burlington, Massachusetts office space lease that had been assumed as part of the Flexion Acquisition through a one-time termination fee of $ 0.8 million, which released its obligation of $ 1.6 million in future cash payments for the respective proportion of square footage exited.

The partial lease termination resulted in a nominal gain which was recorded within contingent consideration (gains) charges, acquisition-related charges and other in the consolidated statements of operations.

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

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

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

During 2023, the Company partially exited its Burlington, Massachusetts office space lease that had been assumed as part of the Flexion Acquisition through a one-time termination fee of $ 0.8 million, which released its obligation of $ 1.6 million in future cash payments for the respective proportion of square footage exited.

The partial lease termination resulted in a nominal gain which was recorded within contingent consideration gains, restructuring charges and other in the consolidated statements of operations.

In December 2024, the Company exited a lease for a training facility in Houston, Texas.

The Company recognized a loss of $ 2.2 million during the year ended December 31, 2024 associated with exiting the lease, which was recorded within contingent consideration gains, restructuring charges and other in the consolidated statements of operations.

The loss resulted from the derecognition of the right-of-use asset, its related lease liability and a termination payment of $ 1.3 million.

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

Total operating lease costs are as follows (in thousands):

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Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-20

| 2024 Annual Report on Form 10-K | Page F-20

PACIRA BIOSCIENCES, INC.

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NOTE 8— GOODWILL AND INTANGIBLE ASSETS

The Company’s goodwill results from the acquisition of Pacira Pharmaceuticals, Inc.

The Company’s goodwill resulted from the acquisition of Pacira Pharmaceuticals, Inc.

(the Company’s California operating subsidiary) from SkyePharma Holding, Inc.

(now a subsidiary of Vectura Group plc), or Skyepharma, in 2007 (the “Skyepharma Acquisition”), the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021.

The Company’s goodwill balance at December 31, 2023 and December 31, 2022 was $ 163.2 million.

The Company’s goodwill balance at December 31, 2021 was $ 145.2 million.

During the year ended December 31, 2022, within one year from the Flexion Acquisition date, measurement period adjustments of $ 18.1 million were recorded to goodwill as the facts and circumstances existed prior to the acquisition date.

The adjustments primarily represent the finalization of a tax study and pre-acquisition expenses.

The acquired goodwill and intangible assets are not deductible for tax purposes.

The Skyepharma Acquisition was accounted for under Statement of Financial Accounting Standards 141, Accounting for Business Combinations , which was the effective GAAP standard at the date of acquisition.

In connection with the Skyepharma Acquisition, the Company agreed to certain milestone payments for DepoBupivacaine products, including EXPAREL.

In the fourth quarter of 2021, the Company met both of its two remaining milestones due to Skyepharma:

$ 4.0 million upon the first commercial sale in the U.K., France, Germany, Italy or Spain, which was paid in the fourth quarter of 2021;

and $ 32.0 million when annual net sales collected reached $ 500.0 million, which was paid in the first quarter of 2022.

These milestone payments were treated as additions to the Skyepharma Acquisition and, therefore, recorded as goodwill in the years achieved.

(now Vectura Group Limited, a subsidiary of Molex Asia Holdings Ltd.) in 2007, the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021.

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

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 19, 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.

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 and the Company had no remaining goodwill balance at December 31, 2024.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-21

| 2024 Annual Report on Form 10-K | Page F-21

PACIRA BIOSCIENCES, INC.

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

Amortization expense on intangible assets was $ 57.3 million for both years ended December 31, 2023 and 2022.

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 $ 57.3 million from 2024 to 2030, $ 37.4 million in 2031, $ 7.9 million in 2032 and $ 2.2 million in 2033.

Amortization expense on intangible assets was $ 57.3 million for each of the years ended December 31, 2024 and 2023.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 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 Company reviews its indefinite-lived intangible assets for impairment annually and whenever an event or change in circumstances arises that indicates the carrying amount of an indefinite-lived intangible asset is at risk of not being recoverable.

During the year ended December 31, 2023, the Company conducted the annual impairment assessment for its acquired IPR&D and concluded there was no impairment as of that date.

During the year ended December 31, 2022, the annual impairment assessment of ZILRETTA acquired IPR&D for the treatment of OA pain of the shoulder was conducted through a recoverability test at December 31, 2022 by comparing the $ 60.0 million carrying value of the asset against the fair value through a discounted cash flow model of $ 33.9 million based on new facts and circumstances.

During the year ended December 31, 2024 and 2023, the Company conducted the annual impairment assessment for its acquired IPR&D and concluded there was no impairment as of that date.

During the year ended December 31, 2022, the annual impairment assessment of ZILRETTA acquired IPR&D for an indication for the treatment of OA pain of the shoulder was conducted through a recoverability test at December 31, 2022 by comparing the $ 60.0 million carrying value of the asset against the fair value through a discounted cash flow model of $ 33.9 million based on new facts and circumstances.

The change in fair value was primarily driven by later timelines for the completion of clinical trials impacting revenue forecasts, among other factors.

An impairment of $ 26.1 million was recognized within contingent consideration (gains) charges, acquisition-related charges and other in the consolidated statements of operations for the year ended December 31, 2022 based on the amount its previous carrying value exceeded its updated fair value.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-22

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

An impairment of $ 26.1 million was recognized within contingent consideration gains, restructuring charges and other in the consolidated statements of operations for the year ended December 31, 2022 based on the amount its previous carrying value exceeded its updated fair value.

NOTE 9— ACCRUED EXPENSES

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Accrued research and development expenses 4,501 5,141

Accrued cost of goods sold 8,411 10,180

Other accrued operating expenses 9,301 3,953

Compensation and benefits 28,811 21,682

Termination fee (1)

Accrued royalties 1,451 561

2 unchanged sentences

Total $ 80,124 $ 64,243

(1) See Note 20, Commitments and Contingencies , for more information.

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-22

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10— DEBT

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

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

Term loan A facility maturing March 2028 $ 104,211 $ 115,202

Term loan B facility maturing December 2026 — 284,704

2.125 % Convertible senior notes due May 2029

0.750 % Convertible senior notes due August 2025

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Total $ 585,321 $ 522,437

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

2028 Term Loan A Facility

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

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

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

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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.

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, permits the Company’s $ 150.0 million share repurchase program and the Capped Call Transactions (as defined and described below).

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

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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

Due to voluntary principal prepayments, 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 TLA 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 of the 2025 Notes in the year ended December 31, 2024) less any additional prepayments of the 2025 Notes (as defined below) at any time from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes.

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

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

Pacira BioSciences, Inc.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

prepayments of $ 30.6 million made during the year ended December 31, 2023, the Company is not required to make further principal payments until December 2025, although the Company retains the option to do so.

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

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

As of December 31, 2023, 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.

Each term loan borrowing that is an alternate base rate borrowing bears interest at a rate per annum equal to (i) the Alternate Base Rate (as defined in the TLA Credit Agreement), plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 2.00 % to 2.75 %.

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 TLA Credit Agreement), plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 3.00 % to 3.75 %.

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 year ended December 31, 2024, the Company made $ 11.3 million of 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.

4 unchanged sentences

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

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

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

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

The total debt composition of the TLB Term Loan was as follows (in thousands):

Term loan B facility maturing December 2026 $ — $ 296,875

Convertible Senior Notes Due 2029

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

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

The 2029 Notes mature on May 15, 2029.

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

2.125 % convertible senior notes due May 2029

Deferred financing costs ( 8,166 )

Discount on debt — ( 8,252 )

Total debt, net of debt discount and deferred financing costs $ — $ 284,704

During the year ended December 31, 2023, the Company made a scheduled principal payment of $ 9.4 million and repaid the outstanding $ 287.5 million principal on the TLB Term Loan, which resulted in a $ 16.9 million loss on early extinguishment of debt.

Total debt, net of deferred financing costs $ 279,334

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 December 31, 2024, the conditions for conversion were not met.

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

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

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

For any excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option.

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

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

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

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-24

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2024, the 2029 Notes had a market price of $861 per $1,000 principal amount.

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

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

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

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

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

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

(3) upon the occurrence of specified corporate events;

or (4) upon a Company redemption.

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

No sinking fund is provided for the 2029 Notes.

On or after May 17, 2027 and on or before the 50 th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2029 Notes if (i) the 2029 Notes are “freely tradable” (as defined in the 2029 Indenture) and any accrued and unpaid additional interest has been paid as of the date the Company sends the related notice of the redemption and (ii) the last reported sales price of the Company’s common stock exceeds 130 % of the conversion price then in effect for (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of the redemption;

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

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

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

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

While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at December 31, 2024 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

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

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

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

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

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

The capped call was recorded as a reduction to additional paid-in capital at its cost of $ 26.7 million, partially offset by a $ 6.5 million deferred tax asset.

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

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

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-25

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Convertible Senior Notes Due 2025

1 unchanged sentence

(formerly Wells Fargo Bank, N.A.), or 2025 Indenture, with respect to the 2025 Notes.

The 2025 Notes accrue interest at a fixed rate of 0.750 % per year, payable semiannually in arrears on February 1 st and August 1 st of each year, beginning on February 1, 2021.

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

The 2025 Notes mature on August 1, 2025.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-24

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

2 unchanged sentences

Deferred financing costs ( 724 ) ( 3,906 )

Total debt, net of debt discount and deferred financing costs $ 398,594 $ 396,126

Total debt, net of deferred financing costs $ 201,776 $ 398,594

The net proceeds from the issuance of the 2025 Notes were approximately $ 390.0 million, after deducting commissions and the offering expenses paid by the Company.

1 unchanged sentence

The Company’s transaction costs of approximately $ 12.5 million related to the issuance of the 2025 Notes are amortized to interest expense over the five-year term of the 2025 Notes.

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 under the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

Holders were able to convert the 2025 Notes at any time prior to the close of business on the business day immediately preceding February 3, 2025, only under the following circumstances:

(i) during any calendar quarter (and only during such calendar quarter), if the last reported sales price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

(ii) during the five -business day period immediately after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2025 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

2 unchanged sentences

The conditions for conversion were not met during the calendar quarter ended December 31, 2024.

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.

As of 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.

Upon conversion, holders will receive the principal amount of their 2025 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 40 consecutive trading days during the observation period (as more fully described in the 2025 Indenture).

5 unchanged sentences

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

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

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

Beginning on 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.

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,

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

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-25

| 2024 Annual Report on Form 10-K | Page F-26

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

increase the conversion rate applicable to the conversion of such notes if it is converted in connection with the redemption.

of the 2025 Indenture.

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

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

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.

3 unchanged sentences

The 2025 Notes are also effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to any debt or other liabilities (including trade payables) of the Company’s subsidiaries.

While the 2025 Notes are classified on the Company’s consolidated balance sheet at December 31, 2023 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.

Prior to January 1, 2022, under the previous ASC 470-20, Debt with Conversion and Other Options , an entity used to separately account for the liability and equity components of convertible debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.

7 unchanged sentences

The 2025 Indenture contains customary events of default with respect to the 2025 Notes, including that upon certain events of default, 100 % of the principal and accrued and unpaid interest on the 2025 Notes will automatically become due and payable.

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 have a maturity date of May 1, 2024, are unsecured, and accrue interest at a rate of 3.375 % per annum, payable semi-annually on May 1 and November 1 of each year.

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

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-26

| 2024 Annual Report on Form 10-K | Page F-27

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Upon conversion of the Flexion 2024 Notes, at the election of each holder thereof, each Flexion 2024 Note was convertible into cash, shares of Flexion’s common stock, or a combination thereof, at Flexion’s election, at a conversion rate of approximately 37.3413 shares of Flexion common stock per $1,000 principal amount of the Flexion 2024 Notes, which corresponded to an initial conversion price of approximately $ 26.78 per share of Flexion’s common stock.

As a result of the Flexion Acquisition, and in connection with the Notice (as defined below), holders of the Flexion 2024 Notes became entitled to certain Flexion Acquisition-related conversion and repurchase rights, as discussed below.

In addition, as a result of the Flexion Acquisition and as discussed in more detail below, any future conversion rights are subject to the occurrence of any future events giving rise to such conversion rights under the Flexion Indenture.

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

The offer to purchase expired at 5:00 p.m., New York City time, on January 6, 2022, as scheduled.

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

For conversion of Flexion 2024 Notes in connection with the Fundamental Change and the Make-Whole Fundamental Change (each as defined in the Flexion Indenture) resulting from the Flexion Acquisition, each $1,000 principal amount of the Flexion 2024 Notes was convertible into (i) $ 317.40 in cash and (ii) 37.3413 CVRs, based on the conversion rate of 37.3413, prior to 5:00 p.m., New York City time, on January 7, 2022.

Alternatively, holders could retain their Flexion 2024 Notes and such Flexion 2024 Notes would remain outstanding subject to their existing terms, including with respect to a holder’s right to receive interest payments on the Flexion 2024 Notes and exercise any future conversion rights that may arise under the Flexion Indenture.

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 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, dated as of November 19, 2021, 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.

In December 2021, as a result of the Flexion Acquisition and in accordance with the indenture governing the Flexion 2024 Notes, Flexion provided a Fundamental Change Company Notice (as defined in this indenture) and offered to repurchase all of the outstanding Flexion 2024 Notes at a repurchase price in cash equal to 100 % of the principal amount plus accrued and unpaid interest.

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

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

At December 31, 2023, the remaining principal outstanding was $ 8.6 million.

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

Convertible Senior Notes Due 2022

12 unchanged sentences

Effective interest rate on total debt 2.97 % 3.74 % 5.47 %

Upon the adoption of ASU 2020-06 effective January 1, 2022, the Company eliminated the convertible debt discounts associated with the 2022 Notes and the 2025 Notes that were originally recorded as offsets to the embedded conversion features recognized in equity.

Effective January 1, 2022, the Company does not record interest expense on previously recorded discounts on convertible debt attributable to the convertible feature.

The deferred financing costs previously allocated to the conversion features have been re-allocated to the outstanding debt.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-27

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11— FINANCIAL INSTRUMENTS

8 unchanged sentences

The fair value hierarchy gives the lowest priority to Level 3 inputs.

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-28

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

4 unchanged sentences

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

Financial Asset:

Financial Assets:

Equity investments $ 15,877 $ — $ — $ 15,877

8 unchanged sentences

$ 201,776 $ — $ 196,678 $ —

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 33.74 per share on December 29, 2023—the last trading day of 2023—compared to a conversion price of $ 71.78 per share.

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 18.84 per share on December 31, 2024, compared to a conversion price of $ 39.56 per share.

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

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

(2) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 18.84 per share on December 31, 2024, compared to a conversion price of $ 71.78 per share.

At December 31, 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.

Certain assets and liabilities are measured at fair value on a non-recurring basis, including assets and liabilities acquired in a business combination and long-lived assets, which would be recognized at fair value if deemed impaired or if reclassified as assets held for sale.

The fair value in these instances would be determined using Level 3 inputs.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-28

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

6 unchanged sentences

Purchases — 6,758 6,758

Impairment ( 10,000 ) — ( 10,000 )

Foreign currency adjustments — 61 61

1 unchanged sentence

15,877 12,134 28,011

Purchases — 6,758 6,758

Foreign currency adjustments — ( 236 ) ( 236 )

1 unchanged sentence

$ 15,877 $ 11,898 $ 27,775

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-29

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the year ended December 31, 2022, an impairment of an equity investment of $ 10.0 million was recorded in other, net in the consolidated statements of operations.

During the year ended December 31, 2021, the Company sold an equity investment for net cash proceeds of $ 9.1 million and recognized a realized loss of $ 2.6 million, which was recorded in other, net in the consolidated statements of operations.

The fair value of the divested equity investment was based on a Level 1 input.

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition and the MyoScience Acquisition in the amount of $ 24.7 million and $ 28.1 million as of December 31, 2023 and 2022, respectively.

Refer to Note 5, Flexion Acquisition and Note 18, Contingent Consideration (Gains) Charges, Acquisition-related Charges and Other, for more information.

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 20.2 million and $ 24.7 million as of December 31, 2024 and 2023, respectively.

Refer to Note 17, Contingent Consideration Gains, Restructuring Charges and Other, for more information.

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.

The Company has measured the fair value of its contingent consideration using a probability-weighted discounted cash flow approach that is based on unobservable inputs and a Monte Carlo simulation.

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

The Company has measured the fair value of its contingent consideration using a Monte Carlo simulation.

These inputs include, as applicable, estimated forecasts of revenue and costs and the discount rates used to calculate the present value of estimated future payments.

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

In November 2021, the Company completed the Flexion Acquisition, which provided for contingent consideration related to CVRs 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 previously $ 425.5 million prior to the Company’s September 2022 decision to formally discontinue further development of PCRX-301.

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 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.

For the year ended December 31, 2024, the Company recorded gai ns of $ 4.5 million due to adjustments reflecting the probability of achieving the remaining Flexion regulatory milestone by December 31, 2030—the milestone expiration date, partially offset by revisions to the Company’s weighted average cost of capital and the latest discount rates.

For the year ended December 31, 2023 , the Company recorded gai ns of $ 3.4 million due to a decrease in the fair value of the Flexion contingent consideration.

1 unchanged sentence

The impact of this assumption on the fair value was partially offset by a decrease to the assumed discount rate based on a significant improvement in the Company’s incremental borrowing rate resulting from the TLA Credit Agreement entered into in March 2023.

For the year ended December 31, 2022, the Company recorded a gain of $ 18.3 million primarily due to adjustments to near -term forecasts for the earnout period of the Flexion contingent consideration.

From the date of the Flexion Acquisition through December 31, 2021, the Company recorded charges of $ 1.2 million.

These gains and charges were recorded as contingent consideration (gains) charges, acquisition-related charges and other in the consolidated statements of operations.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-29

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2023, the weighted average discount rate was 8.8 % and the probability of payment for the achievement of the remaining regulatory milestone by the expiration date was 12.5 %.

As of December 31, 2023 and 2022, the contingent consideration liability related to the Flexion Acquisition was recognized in the amount of $ 24.7 million and $ 28.1 million, respectively.

In April 2019, the Company completed the MyoScience Acquisition pursuant to the terms of an Agreement and Plan of Merger, which provided for contingent milestone payments of up to an aggregate of $ 100.0 million upon the achievement of certain regulatory and commercial milestones.

The Company’s obligation to make milestone payments was limited to milestones achieved through December 31, 2023.

As of December 31, 2023 and 2022, the contingent consideration liability related to the MyoScience Acquisition has been assessed as zero .

For the year ended December 31, 2022, the Company recognized a contingent consideration gain of $ 11.2 million due to the reduced probability of meeting the MyoScience contingent consideration milestones by the expiration.

For the year ended December 31, 2021, the Company recognized a gain of $ 2.2 million.

These gains were recorded as contingent consideration (gains) charges, acquisition-related charges and other in the consolidated statements of operations .

These gains were recorded as contingent consideration gains, restructuring charges and other in the consolidated statements of operations.

At December 31, 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:

Assumption Flexion Ranges

Utilized as of

December 31, 2023

Assumption Ranges

Utilized as of December 31, 2024

Discount rates 7.8 % to 8.1 %

Probability of payment for achievement of regulatory milestones 0 % to 12.5 %

Projected year of achieving or expiration of regulatory milestones 2030

Probability of payment for remaining regulatory milestones 0 %

The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands):

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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.

Noncurrent investments consist of U.S.

government and federal agency bonds and asset-backed securities with 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 and noncurrent investments are reported in other comprehensive (loss) income.

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

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

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-30

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

any) from the Company’s short-term investments are reported in other comprehensive (loss) income.

At December 31, 2024 and 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.

The fair value of the commercial paper is measured based on a standard industry model that uses the three-month U.S.

Treasury bill rate as an observable input.

The fair value of the federal agency bonds, asset-backed securities and corporate bonds is principally measured or corroborated by trade data for identical issues in which related trading activity is not sufficiently frequent to be considered a Level 1 input or that of comparable securities.

The fair value of the asset-backed securities and corporate bonds is principally measured or corroborated by trade data for identical issues in which related trading activity is not sufficiently frequent to be considered a Level 1 input or that of comparable securities.

The fair value of U.S.

government bonds is based on level 1 trading activity.

At the time of purchase, all short-term and noncurrent investments had an “A” or better rating by Standard & Poor’s.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-30

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following summarizes the Company’s investments at December 31, 2023 and 2022 (in thousands):

At the time of purchase, all available-for-sale investments had an “A” or better rating by Standard & Poor’s.

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

December 31, 2024 Investments:

Losses Fair Value

(Level 1) Fair Value

Asset-backed securities $ 21,626 $ 43 $ — $ 21,669

Commercial paper 142,556 120 ( 55 ) 142,621

Corporate bonds 32,502 25 ( 5 ) 32,522

federal agency bonds 5,996 8 — 6,004

government bonds 14,899 — ( 20 ) 14,879 —

Subtotal 125,228 104 ( 49 ) 14,879 110,404

Asset-backed securities 2,403 7 — — 2,410

Subtotal 2,403 7 — — 2,410

Yankee bond 5,012 13 — 5,025

Total $ 207,692 $ 209 $ ( 60 ) $ 207,841

7 unchanged sentences

Subtotal 125,228 104 ( 49 ) 14,879 110,404

federal agency bonds 22,783 2 ( 66 ) — 22,719

government bonds 14,499 — ( 9 ) — 14,490

Asset-backed securities 2,403 7 — — 2,410

Subtotal 2,403 7 — — 2,410

2 unchanged sentences

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

At December 31, 2023 and 2022, the interest receivable recognized in prepaid expenses and other current assets was $ 0.4 million and $ 0.8 million, respectively.

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

At December 31, 2024 and 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.5 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.

The Company maintains its cash and cash equivalents with high-credit quality financial institutions.

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The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral.

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 December 31, 2023 and 2022, the Company did not deem any allowances for credit losses on its accounts receivable necessary.

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

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-31

| 2024 Annual Report on Form 10-K | Page F-31

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

accounts receivable and its write-off history.

As of December 31, 2024, there were $ 0.4 million of allowances for credit losses on its accounts receivable.

As of December 31, 2023, the Company did not deem any allowances for credit losses on its accounts receivable necessary.

NOTE 12— STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 250,000,000 shares of common stock, of which 46,481,174 and 45,927,790 were issued and outstanding at December 31, 2023 and 2022, respectively.

The Company is authorized to issue up to 250,000,000 shares of common stock, of which 47,077,844 shares were issued and 46,240,604 shares were outstanding at December 31, 2024 and 46,481,174 shares were issued and outstanding at December 31, 2023.

Preferred Stock

10 unchanged sentences

Balance at December 31, 2022 ( 523 ) 143 ( 380 )

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

( 662 ) — ( 662 )

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

Foreign currency translation adjustments — ( 20 ) ( 20 )

3 unchanged sentences

Balance at December 31, 2024 $ 190 $ 153 $ 343

(1) Net of a $( 0.2 ) million, $ 0.2 million and $ 0.1 million tax (expense) benefit for the years ended December 31, 2023, 2022 and 2021, respectively.

NOTE 14— STOCK PLANS

Stock Incentive Plans

The Company’s Amended and Restated 2011 Stock Incentive Plan, or 2011 Plan, was originally adopted by its board of directors and approved by its stockholders in June 2011 and was amended and restated in June 2014, June 2016, June 2019, June 2021 and June 2023.

The June 2023 amendment and restatement and approval by the Company’s stockholders increased the number of shares of common stock authorized for issuance as equity awards under the 2011 Plan by 3,300,000 shares, which allows the granting of incentive stock options, non-statutory stock options, restricted stock units and other stock-based awards.

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.

On December 20, 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 and 817,093 shares of the Company’s common stock in total, were reserved for issuance under the Inducement Plan, and the term of the Inducement Plan was extended such that it will now expire on December 20, 2033.

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

(1) Net of a nominal tax expense for the year ended December 31, 2024, and a $( 0.2 ) million and $ 0.2 million tax (expense) benefit for the years ended December 31, 2023 and 2022, respectively.

Stock Repurchase Program

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.

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

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

The repurchase occurred on May 10, 2024.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-32

| 2024 Annual Report on Form 10-K | Page F-32

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In addition, on December 20, 2023, the board of directors, upon recommendation of the compensation committee, approved the Inducement Award (as defined below) pursuant to the terms and provisions of the Inducement Plan.

The “Inducement Award” means the grant to Frank D.

Lee, in connection with his appointment as Chief Executive Officer, of:

(i) 692,512 stock options with an exercise price per share equal to the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on January 3, 2024, vesting over a four-year period with a contractual term of 10 years, which will vest and become exercisable as to 25 % of the option shares on January 3, 2025, and vest as to the remaining shares in successive equal quarterly installments over the subsequent three years, provided that Mr.

Lee remains in continuous service with the Company as of each vesting date, and (ii) restricted stock units for 99,520 shares of the Company’s common stock, subject to continued service with the Company as of each vesting date, to vest in four equal annual installments beginning on January 2, 2025.

Following the Inducement Award, no shares of the Company’s common stock remained reserved for issuance under the Inducement Plan.

NOTE 13— STOCK PLANS

Stock Incentive Plans

The Pacira BioSciences, Inc.

Amended and Restated 2011 Stock Incentive Plan, or 2011 Plan, was originally adopted by its board of directors and approved by its stockholders in June 2011 and was amended and restated in June 2014, June 2016, June 2019, June 2021 and June 2023.

The June 2023 amendment and restatement and approval by the Company’s stockholders increased the number of shares of common stock authorized for issuance as equity awards under the 2011 Plan by 3,300,000 shares, which allows for the granting of incentive stock options, non-statutory stock options, restricted stock units and other stock-based awards.

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 “First A&R Inducement Plan”) such that, among other things, an additional 642,093 shares of the Company’s common stock would be available for grant.

In September 2024, the board of directors, upon the 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 “Second A&R Inducement Plan”) 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, as of December 31, 2024, 125,107 shares remained available for issuance, and the term of the Inducement Plan was extended such that it will now expire on September 3, 2034.

In January 2025, the board of directors, upon the 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 to date, the “Inducement Plan”) to add an additional 785,000 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the Inducement Plan to 2,310,000 and extend the term of the Inducement Plan such that it will now expire on January 18, 2035.

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

The Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors or the board of directors or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

Inducement Awards

From time to time, the board of directors, upon recommendation of the compensation committee, has approved individually negotiated grants of options and restricted stock units for certain of the Company’s officers in connection with their respective appointments, in each case, pursuant to the inducement plan in effect at such time.

Equity Grants

The Company’s stock option grants have an exercise price equal to the closing price of the Company’s common stock on the date of grant, generally have a 10-year contractual term and vest in increments (typically over four years from the date of grant, although the Company may occasionally grant options with different vesting terms, including grants made to its non-employee directors).

The Company also grants RSUs to employees and non-employee directors generally vesting in increments over four years from the date of grant, except for such grants made to non-employee directors.

The Company’s stock option grants have an exercise price equal to the closing price of the Company’s common stock on the date of grant, generally have a 10-year contractual term and vest in increments (typically over four years from the date of grant, although the Company may occasionally grant stock options with different vesting terms, including grants made to its non-employee directors).

The Company also grants RSUs to employees generally vesting in equal, annual increments over four years from the date of grant, except for such grants made to non-employees and non-employee directors.

The Company uses authorized but unissued shares of its common stock to satisfy its obligations under these plans.

1 unchanged sentence

The Company’s Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP, was originally adopted by its board of directors in April 2014, approved by the Company’s stockholders in June 2014 and amended and restated in June

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-33

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The June 2022 amendment and restatement increased the number of shares of common stock that may be sold under the plan by an additional 500,000 shares from the originally provided 500,000 shares.

4 unchanged sentences

The maximum fair market value of stock which can be purchased by a participant in a calendar year is $ 25,000 .

Six-month offering periods begin on January 1 and July 1 of each year.

Six-month offering periods begin on January 1 st and July 1 st of each year.

During an offering period, eligible employees have the opportunity to elect to purchase shares of the Company’s common stock on the purchase dates of June 30 and December 31 (or the last trading day of an offering period).

1 unchanged sentence

During the year ended December 31, 2024, 114,405 shares were purchased and issued through the ESPP.

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-33

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following tables contain information about the Company’s stock incentive plans at December 31, 2024:

9 unchanged sentences

ESPP 1,000,000 685,071 314,929

(1) On December 20, 2023, in connection with Frank D.

Lee’s appointment as Chief Executive Officer, the board of directors approved the grant of inducement awards to Mr.

Lee pursuant to the Inducement Plan, which was adopted by the board of directors upon recommendation of the compensation committee of the board of directors, on December 20, 2023.

Lee’s inducement awards included stock options to purchase an aggregate of 692,512 shares of common stock with an exercise price per share equal to $ 32.07 , the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on January 3, 2024, and, subject to continued service with the Company as of each vesting date, such option will vest and become exercisable as to 25 % of the option shares on January 3, 2025, and vest as to the remaining shares in successive equal quarterly installments over the subsequent three years;

and (ii) a restricted stock unit award for 99,520 shares of the Company’s common stock, subject to continued service with the Company as of each vesting date, to vest in four equal annual installments beginning on January 2, 2025, in each case, pursuant to the terms and provisions of the Inducement Plan.

As these awards were granted subsequent to December 31, 2023, they are not reflected in the table above as awards issued.

(1) In January 2025, the board of directors approved an amendment to the 2014 Inducement Plan to authorize an additional 785,000 shares reserved for issuance.

Stock-Based Compensation

Compensation expense for stock options and RSUs is based on the estimated grant date fair value of an award recognized over the requisite service period on a straight-line expense attribution method.

Compensation expense for ESPP share options is based on the estimated grant date fair value of the ESPP shares and the grant date number of shares that can be purchased, which is recognized as expense on a straight-line expense attribution method over the length of an offering period.

Compensation expense for ESPP share options is based on the estimated grant date fair value of the ESPP shares and the number of shares that can be purchased as of the grant date, which is recognized as expense on a straight-line expense attribution method over the length of an offering period.

The Company recognized stock-based compensation expense in its consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 as follows (in thousands):

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Selling, general and administrative 34,857 33,664 35,531

Contingent consideration gains, restructuring charges and other 3,602 — —

Total $ 51,171 $ 47,895 $ 48,092

2 unchanged sentences

RSUs 28,656 22,974 20,310

ESPP 916 982 931

ESPP share options 785 916 982

Total $ 51,171 $ 47,895 $ 48,092

1 unchanged sentence

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-34

| 2024 Annual Report on Form 10-K | Page F-34

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the Company’s stock option activity and related information for the period from December 31, 2020 to December 31, 2023:

The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2024:

Stock Options Weighted

5 unchanged sentences

Granted 1,472,223 27.81

Exercised ( 732,117 ) 32.56 $ 23,967

Forfeited ( 292,061 ) 44.61

1 unchanged sentence

Outstanding at December 31, 2024 6,845,618 $ 42.95 5.72 $ 804

Granted 1,061,630 59.99

Exercised ( 689,464 ) 35.37 $ 23,983

Forfeited ( 113,506 ) 54.97

Expired ( 36,206 ) 79.90

Outstanding at December 31, 2022 6,272,994 52.38 6.28 $ 2,011

Granted 1,587,411 38.23

Exercised ( 62,680 ) 30.93 $ 580

Forfeited ( 252,035 ) 52.67

Expired ( 465,942 ) 52.11

Outstanding at December 31, 2023 7,079,748 $ 49.40 6.03 $ 863

Exercisable at December 31, 2024 4,420,578 $ 47.50 4.32 $ —

Vested and expected to vest as of December 31, 2024 6,845,618 $ 42.95 5.72 $ 804

As of December 31, 2023, $ 40.7 million of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a weighted average period of 2.6 years.

As of December 31, 2024, $ 30.8 million of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.4 years.

The Company’s stock options have a maximum expiration date of ten years from the date of grant.

9 unchanged sentences

Expected term of options 5.15 years 4.90 years 4.92 years

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-35

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes the Company’s RSU activity and related information for the period from December 31, 2020 to December 31, 2023:

The following table summarizes the Company’s RSU activity and related information for the year ended December 31, 2024:

Restricted Stock Units Weighted

7 unchanged sentences

Forfeited ( 292,470 ) 40.04

Unvested at December 31, 2021 955,277 52.85 $ 57,479

Granted 621,149 60.11

Vested ( 331,196 ) 50.25

Forfeited ( 95,768 ) 56.00

Unvested at December 31, 2022 1,149,462 57.26 $ 44,381

Granted 795,962 38.95

Vested ( 404,095 ) 54.88

Forfeited ( 176,711 ) 54.15

Unvested and expected to vest as of December 31, 2024 2,769,728 $ 32.07 $ 52,182

3 unchanged sentences

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

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-35

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Year Ended December 31,

9 unchanged sentences

Expected term of ESPP share options 6 months 6 months 6 months

Pacira BioSciences, Inc.

| 2023 Form 10-K | Page F-36

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15— NET INCOME PER SHARE

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

If the Company reported a net loss for the year, no potentially dilutive securities would be included in the computation of diluted net loss per share.

NOTE 14— NET (LOSS) INCOME PER COMMON SHARE

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

Since the Company reported a net loss for the year ended December 31, 2024, no potentially dilutive securities were included in the computation of diluted net loss per share for that period.

As discussed in Note 10, Debt , the Company has the option to pay cash for the aggregate principal amount due upon the conversion of its 2025 Notes.

For additional information on the Company’s computation, see Note 2, Summary of Significant Accounting Policies .

Prior to the Company’s adoption of ASU 2020-06, for the year ended December 31, 2021, the Company used the treasury stock method to calculate dilutive shares on its convertible debt.

The following table sets forth the computation of basic and diluted net income per common share for the years ended December 31, 2023, 2022 and 2021 (in thousands, except per share amounts):

For additional information on the Company’s computation of its net (loss) income per common share, see Note 2, Summary of Significant Accounting Policies .

The following table sets forth the computation of basic and diluted net (loss) income per common share for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per common share amounts):

Year Ended December 31,

2024 2023 2022

Net income—basic $ 41,955 $ 15,909 $ 41,980

ASU 2020-06 convertible notes if-converted method adjustment 4,114 — —

Adjusted net income—diluted $ 46,069 $ 15,909 $ 41,980

Net (loss) income—basic $ ( 99,560 ) $ 41,955 $ 15,909

2025 Notes if-converted method adjustment — 4,114 —

Adjusted net (loss) income—diluted $ ( 99,560 ) $ 46,069 $ 15,909

Weighted average common shares outstanding—basic 46,245 46,222 45,521

Computation of diluted securities:

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

2025 Notes if-converted method adjustment — 5,608 —

Dilutive effect of stock options — 51 787

Dilutive effect of RSUs — 96 226

Dilutive effect of conversion premium on the 2022 Notes — — 38

Dilutive effect of ESPP purchase options 2 4 2

Dilutive effect of ESPP share options — 2 4

Weighted average common shares outstanding—diluted 46,245 51,979 46,538

Net income per share:

Basic net income per common share $ 0.91 $ 0.35 $ 0.95

Diluted net income per common share $ 0.89 $ 0.34 $ 0.92

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 net (loss) income per common share $ ( 2.15 ) $ 0.91 $ 0.35

Diluted net (loss) income per common share $ ( 2.15 ) $ 0.89 $ 0.34

The following table summarizes the outstanding stock options, RSUs, ESPP share 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):

Year Ended December 31,

1 unchanged sentence

Weighted average number of stock options 7,217 6,251 2,821

Convertible senior notes (1)

2025 Notes 3,843 — 6,206

Weighted average number of RSUs 2,139 1,033 417

Weighted average ESPP purchase options 20 7 13

Weighted average ESPP share options 54 20 7

Total 13,253 7,304 9,451

(1) The convertible senior notes were antidilutive for the year ended December 31, 2022, in conjunction with a $ 5.1 million if-converted method adjustment to the numerator that adds back the interest expense associated with the convertible debt on a post-tax basis under ASU 2020-06.

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NOTE 15— INCOME TAXES

Income (loss) before income taxes and the related tax expense (benefit) is as follows (in thousands):

(Loss) income before income taxes and the related tax expense (benefit) is as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Income (loss) before income taxes:

(Loss) income before income taxes:

Domestic $ ( 65,325 ) $ 66,257 $ 21,068

Foreign 2,219 ( 4,556 ) ( 7,766 )

Total income before income taxes $ 61,701 $ 13,302 $ 56,404

Total (loss) income before income taxes $ ( 63,106 ) $ 61,701 $ 13,302

Current taxes:

13 unchanged sentences

Amount Tax Rate Amount Tax Rate Amount Tax Rate

statutory rate applied to income before taxes $ 12,957 21.00 % $ 2,793 21.00 % $ 11,845 21.00 %

statutory rate applied to (loss) income before taxes $ ( 13,252 ) 21.00 % $ 12,957 21.00 % $ 2,793 21.00 %

State taxes 7,028 ( 11.14 ) % 1,770 2.87 % 508 3.82 %

5 unchanged sentences

Reserves 2,661 ( 4.22 ) % 389 0.63 % 984 7.40 %

Goodwill impairment 34,281 ( 54.32 ) % — — % — — %

Non-Taxable or Nondeductible Items:

5 unchanged sentences

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PACIRA BIOSCIENCES, INC.

11 unchanged sentences

Inventory reserves 2,639 2,149

Interest 5,716 —

Other 5,126 7,143

2 unchanged sentences

Depreciation and amortization ( 34,368 ) ( 42,026 )

Discount on convertible senior notes 1 13

Total deferred tax liabilities ( 34,368 ) ( 42,026 )

2 unchanged sentences

Net deferred tax assets $ 130,376 $ 144,485

On May 9, 2024, and on May 10, 2024, the Company entered into privately negotiated Capped Call Transactions related to the 2029 Notes.

See Note 10, Debt, for further discussion 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.

A related deferred tax asset of $ 6.5 million was recorded with an offset to additional paid-in-capital and will be amortized as a current tax deduction over a 60-month period.

As of December 31, 2024, $ 5.7 million of the related capped call deferred tax asset remains in the Company’s deferred tax balances.

As of December 31, 2024, the Company’s federal net operating losses, or NOLs, and federal tax credit carryforwards totaled $ 451.2 million and $ 4.9 million, respectively.

The Company also had state NOLs and state tax credit carryforwards of $ 499.4 million and $ 7.5 million, respectively, which are subject to change on an annual basis due to variations in the Company’s annual state apportionment factors.

There are no remaining unlimited federal NOLs.

The state NOLs will begin to expire in 2028.

The Company had non-U.S.

NOLs of $ 5.5 million at December 31, 2023.

NOLs do not expire.

NOLs of $ 3.5 million at December 31, 2024, which do not expire.

Since the Company had cumulative changes in ownership of more than 50 % within a three-year period, under IRC sections 382 and 383, the Company’s ability to use certain NOLs, tax attributes and credit carryforwards to offset taxable income or tax will be limited.

1 unchanged sentence

As a result of these ownership changes, the Company has $ 451.2 million of federal NOLs subject to annual limitations and are available as follows:

$ 32.5 million will become available in 2024, $ 32.4 million in 2025, $ 28.3 million in 2026, and $ 6.9 million in 2027 and thereafter.

$ 32.5 million will become available in 2025, $ 28.3 million in 2026, $ 6.9 million in 2027 and thereafter.

In accordance with ASC Topic 740, the Company establishes a valuation allowance for deferred tax assets that, in its judgment, are not more-likely-than-not realizable.

1 unchanged sentence

In each reporting period, the Company assesses the likelihood that its deferred tax assets will be realized and determines if adjustments to its valuation allowance are appropriate.

The Company had a net increase in its valuation allowance of $ 2.6 million and $ 3.9 million for the years ended December 31, 2023 and 2022, respectively.

The current year net increase in the Company’s valuation allowance includes $ 2.5 million against foreign net deferred tax assets and $ 0.1 million against U.S.

capital loss carryforwards.

The Company continues to maintain a full valuation allowance against foreign net deferred tax assets since it is more-likely-than-not the tax benefit related to the foreign losses are not realizable.

In 2023 , the Company recorded a $ 0.4 million net increase to unrecognized tax benefits, or UTBs of which a $ 0.6 million increase is related to tax credit positions taken during the year, offset by a $ 0.2 million reduction related to prior year tax credit

The Company had a net decrease in its valuation allowance of $ 0.7 million in the year ended December 31, 2024 and a net increase of $ 2.6 million for the year ended December 31, 2023.

The $ 0.7 million net decrease in the current year valuation allowance is primarily

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

related to foreign net deferred tax assets.

The Company continues to maintain a full valuation allowance against foreign net deferred tax assets since it is more-likely-than-not the tax benefit related to the foreign losses are not realizable.

In 2024 , the Company recorded a $ 2.7 million net increase to unrecognized tax benefits, or UTBs of which a $ 1.5 million increase is related to tax credit and filing positions taken during the year, and a $ 1.2 million increase related to prior year tax credit and filing positions.

The Company’s UTB liability at December 31, 2024 was $ 9.4 million.

1 unchanged sentence

Balance at December 31, 2022 $ 6,322

Reduction for prior year positions ( 3,526 )

Additions for current year positions 553

Reduction for prior year positions ( 164 )

Balance at December 31, 2023 6,711

Additions for prior year positions 1,189

Additions for current year positions 1,472

Reduction for prior year positions ( 164 )

Balance at December 31, 2024 $ 9,372

2 unchanged sentences

Of the UTB balance at December 31, 2024, $ 4.3 million was recorded as a reduction to the Company’s deferred tax assets.

Any potential deficiency would not result in a tax liability, therefore, no interest or penalties were recognized in income tax expense for the years ended December 31, 2023, 2022 and 2021 for positions recorded to the Company’s deferred tax assets.

During 2023, $ 1.0 million of reserves previously recorded to deferred tax assets were reclassified to the Company’s other long-term liabilities.

The reclassification was required as the Company is utilizing tax credits in the current year and also filed amended returns to claim tax credits, both of which result in a reduction to the Company’s tax liabilities.

No interest or penalties were recognized in income tax expense for the $ 1.0 million of reserve recorded to the Company’s other long-term liabilities as any potential deficiency would not result in a tax liability until next year.

The remaining $ 5.1 million of the UTB balance at December 31, 2024 was recorded to long-term income taxes payable within other liabilities on the consolidated balance sheet and relates to both the utilization of tax credits and filing positions.

Any potential deficiency would not result in a tax liability, therefore, no interest or penalties were recognized in income tax expense for the years ended December 31, 2024, 2023 and 2022 for positions recorded to the Company’s deferred tax assets and long-term income taxes payable.

The Company is currently subject to audit by the U.S.

3 unchanged sentences

The Company is under a state audit for the years 2020 through 2021.

As of December 31, 2024, $ 0.7 million of current federal income taxes payable were recorded to other accrued operating expenses within the accrued expenses line item of the consolidated balance sheets.

NOTE 16— EMPLOYEE BENEFIT PLANS

The Company’s 401(k) plan is a deferred salary arrangement under section 401(k) of the IRC.

401(k) Salary Savings Plan

The Company’s 401(k) Salary Savings Plan, or 401(k) Plan, is a deferred salary arrangement under section 401(k) of the IRC.

Under the 401(k) Plan, participating U.S.

employees may defer a portion of their pre-tax earnings which are eligible for a discretionary percentage match as defined in the 401(k) Plan and determined by the Company’s board of directors (up to the maximum amount permitted by the IRC).

The Company recognized $ 4.8 million, $ 3.4 million and $ 2.8 million of related compensation expense for its 401(k) discretionary match for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company recognized $ 5.8 million, $ 4.8 million and $ 3.4 million of related compensation expense for its 401(k) Plan discretionary match for the years ended December 31, 2024, 2023 and 2022, respectively.

Deferred Compensation Plan

2 unchanged sentences

Pursuant to the DCP, subject to any minimum and maximum deferral requirements that the administrator of the DCP may establish, participants may elect to defer their base salary and annual incentive awards.

In addition to elective deferrals, the DCP permits the Company to make matching and certain other discretionary contributions to the participants.

The company contributes assets to a rabbi trust to accumulate funds to pay benefits under the DCP.

Funds held in the rabbi trust must be used to pay benefits to DCP participants, except in the case of the Company’s bankruptcy or insolvency, in which case, they become subject to claims by the Company’s creditors.

The Company recognized $ 0.3 million, $ 0.3 million and $ 0.2 million of related compensation expense for its DCP discretionary match for the years ended

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

December 31, 2023, 2022 and 2021, respectively.

addition to elective deferrals, the DCP permits the Company to make matching and certain other discretionary contributions to the participants.

The company contributes assets to a rabbi trust to accumulate funds to pay benefits under the DCP.

The Company recognized a $ 0.1 million credit to the related compensation expense for the Company’s discretionary match due to forfeitures related to the departure of executives exceeding its discretionary match for the year ended December 31, 2024.

The Company recognized $ 0.3 million of related compensation expense for its DCP discretionary match for each of the years ended December 31, 2023 and 2022.

The carrying value of assets held in the rabbi trust equaled the DCP liability as of both December 31, 2024 and 2023.

1 unchanged sentence

As of December 31, 2023, the carrying value of the assets held in the rabbi trust was $ 6.9 million, of which $ 0.7 million was classified as current.

The rabbi trust current and noncurrent assets are classified within prepaid expenses and other assets and investments and other assets, respectively, within the consolidated balance sheets.

The rabbi trust’s current and noncurrent assets are classified within prepaid expenses and other assets and investments and other assets, respectively, within the consolidated balance sheets.

The DCP current and noncurrent liabilities are classified within accrued expenses and other liabilities, respectively, within the consolidated balance sheets.

4 unchanged sentences

The performance period for these metrics is one year , with an additional three years of time-vesting following the performance period.

For the years ended December 31, 2023 and 2022, the Company recognized $ 0.5 million and $ 1.0 million of related compensation expense under the LTIP, respectively, all of which related to the 2021 performance period.

Amounts earned for the 2021 performance year are payable to participants in January 2025 after a three-year vesting period concludes.

No amounts were earned by participants for the 2022 and 2023 performance periods.

As of December 31, 2023 and 2022, there was $ 2.7 million and $ 2.2 million included in other liabilities in the consolidated balance sheets, respectively.

NOTE 18— CONTINGENT CONSIDERATION (GAINS) CHARGES, ACQUISITION-RELATED CHARGES AND OTHER

Contingent consideration (gains) charges, acquisition-related charges and other for the years ended December 31, 2023, 2022 and 2021 are summarized below (in thousands):

For the years ended December 31, 2024 and 2023, the Company recognized $ 1.8 million and $ 0.5 million of related compensation expense under the LTIP, respectively.

Amounts recognized in 2024 related to the 2024 and 2021 performance periods, and amounts recognized in 2023 only related to the 2021 performance period.

Amounts earned for the 2024 performance year are payable to eligible participants in January 2028 after a three-year vesting period concludes.

As of December 31, 2024 and 2023, there was $ 1.5 million and $ 2.7 million included in other liabilities in the condensed balance sheets, respectively.

At December 31, 2024, $ 3.0 million was included in accrued expenses in the consolidated balance sheets, which was paid to eligible participants in January 2025 for the 2021 performance period after their three-year vesting period concluded.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 17— CONTINGENT CONSIDERATION GAINS, RESTRUCTURING CHARGES AND OTHER

Contingent consideration gains, restructuring charges and other for the years ended December 31, 2024, 2023 and 2022 are summarized below (in thousands):

Year Ended December 31,

2024 2023 2022

Contingent consideration (gains) charges:

Contingent consideration gains:

Flexion contingent consideration $ ( 4,457 ) $ ( 3,424 ) $ ( 18,292 )

MyoScience contingent consideration — — ( 11,184 )

Total contingent consideration (gains) charges ( 3,424 ) ( 29,476 ) ( 989 )

Total contingent consideration gains ( 4,457 ) ( 3,424 ) ( 29,476 )

Acquisition-related charges:

Acquisition-related expenses 1,462 1,963 1,032

Severance-related expenses — — 4,494

Acquisition-related fees 1,963 1,032 10,963

Other acquisition expenses — — 5,719

1 unchanged sentence

Restructuring charges 8,532 1,109 —

Loss on lease termination 2,165 — —

Impairment of acquired IPR&D — — 26,134

Termination of license agreement — — 3,000

Nuance Biotech Co.

agreement dissolution costs — — 3,000

Total contingent consideration (gains) charges, acquisition-related charges and other $ ( 352 ) $ 10,903 $ 42,911

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Total contingent consideration gains, restructuring charges and other $ 7,702 $ ( 352 ) $ 10,903

Flexion Acquisition Contingent Consideration

For the years ended December 31, 2023 and 2022, the Company recognized contingent consideration gains of $ 3.4 million and $ 18.3 million, respectively, due to a decrease in the fair value of its contingent consideration.

From the date of the Flexion Acquisition through December 31, 2021, the Company recorded a contingent consideration charge of $ 1.2 million.

For the years ended December 31, 2024, 2023 and 2022 the Company recognized contingent consideration gains of $ 4.5 million, $ 3.4 million and $ 18.3 million, respectively, due to a decrease in the fair value of its contingent consideration related to the Flexion Acquisition.

See Note 11, Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of the Company’s contingent consideration and more information regarding the changes in fair value.

MyoScience Acquisition Contingent Consideration

The Company recognized contingent consideration gains related to the MyoScience Acquisition of $ 11.2 million and $ 2.2 million for the years ended December 31, 2022 and 2021, respectively.

The Company recognized contingent consideration gains related to the MyoScience Acquisition of $ 11.2 million for the year ended December 31, 2022.

See Note 11, Financial Instruments , for information regarding the method and the changes in fair value.

Acquisition-Related Charges

The Company recognized acquisition-related charges of $ 1.5 million and $ 2.0 million during the years ended December 31, 2024 and 2023 primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

The Company recognized acquisition-related charges and other costs of $ 11.2 million during the year ended December 31, 2022 primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Restructuring Charges

In February 2024, the Company initiated a restructuring plan to ensure it is well positioned for long-term growth.

The restructuring plan includes:

(i) reshaping the Company’s executive team, (ii) reallocating efforts and resources from the Company’s ex-U.S.

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 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 $ 8.5 million of restructuring charges for the year ended December 31, 2024, 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 December 31, 2024, including the beginning and ending liability balances, are summarized below (in thousands):

Employee Termination Benefits (1)

Contract Termination Costs Total

Balance at December 31, 2023 $ — $ — $ —

Charges incurred (1)

3,220 1,709 4,929

Cash payments made / settled ( 1,985 ) ( 20 ) ( 2,005 )

Balance at December 31, 2024 $ 1,235 $ 1,689 $ 2,924

(1) During the year ended December 31, 2024, there were $ 3.6 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

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

1 unchanged sentence

During the year ended December 31, 2023, t he Company recognized $ 1.1 million of restructuring charges.

Acquisition-Related Charges

The Company recognized acquisition-related and other costs of $ 2.0 million during the year ended December 31, 2023 primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

The Company recognized acquisition-related and other costs of $ 11.2 million and $ 40.2 million during the years ended December 31, 2022 and 2021, respectively, primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition.

See Note 5, Flexion Acquisition , for more information.

Also included in the year ended December 31, 2021, the Company recognized acquisition-related and other charges of $ 0.7 million related to one-time termination benefits and fees associated with the MyoScience Acquisition.

Loss on Lease Termination

The Company recognized a loss of $ 2.2 million during the year ended December 31, 2024 associated with exiting a lease for a training facility in Houston, Texas.

The loss resulted from the derecognition of the right-of-use asset, its lease liability and a termination payment of $ 1.3 million.

Impairment of Acquired IPR&D

4 unchanged sentences

See Note 19, Commitments and Contingencies , for more information.

Nuance Biotech Co.

Agreement Dissolution Costs

In June 2018, the Company entered an agreement with Nuance Biotech Co.

Ltd., or Nuance, a China-based specialty pharmaceutical company, to advance the development and commercialization of EXPAREL in China.

Under the terms of the agreement, the Company had granted Nuance the exclusive rights to develop and commercialize EXPAREL.

In April 2021, the Company and Nuance agreed to a mutual termination of the agreement due to the lack of a viable regulatory pathway that adequately safeguards the Company’s intellectual property against the risk of a generic product, which included dissolution costs of $ 3.0 million during the year ended December 31, 2021.

NOTE 18— COMMERCIAL PARTNERS AND OTHER AGREEMENTS

1 unchanged sentence

In April 2014, the Company and Thermo Fisher entered into a Strategic Co-Production Agreement, a Technical Transfer and Service Agreement (the “EXPAREL Technical Transfer and Service Agreement”) and a Manufacturing and Supply Agreement to collaborate in the manufacture of EXPAREL.

Under the terms of the EXPAREL Technical Transfer and Service Agreement, Thermo Fisher undertook certain technical transfer activities and construction services needed to prepare its Swindon, England facility for the manufacture of EXPAREL in dedicated manufacturing suites.

The Company is now utilizing

Under the terms of the EXPAREL Technical Transfer and Service Agreement, Thermo Fisher undertook certain technical transfer activities and construction services needed to prepare its Swindon, U.K.

facility for the manufacture of EXPAREL in dedicated manufacturing suites.

The Company is now utilizing a second, larger-scale dedicated manufacturing suite.

Under these agreements, the Company makes monthly base fee payments to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

a second, larger-scale dedicated manufacturing suite.

Under these agreements, the Company makes monthly base fee payments to Thermo Fisher.

Thermo Fisher.

Unless earlier terminated by providing 18 months’ notice (other than termination by the Company in the event of a material breach by Thermo Fisher), this agreement will expire in May 2028.

Prior to the Flexion Acquisition, in July 2015, Flexion and Thermo Fisher entered into a Manufacturing and Supply Agreement (the “ZILRETTA Manufacturing and Supply Agreement”) and a Technical Transfer and Service Agreement related to the manufacture of ZILRETTA at the same Thermo Fisher site in Swindon, England where the Company’s EXPAREL manufacturing suite is located.

Prior to the Flexion Acquisition, in July 2015, Flexion and Thermo Fisher entered into a Manufacturing and Supply Agreement (the “ZILRETTA Manufacturing and Supply Agreement”) and a Technical Transfer and Service Agreement related to the manufacture of ZILRETTA at the same Thermo Fisher site in Swindon, U.K where the Company’s EXPAREL manufacturing suite is located.

Thermo Fisher agreed to undertake certain transfer activities and construction services needed to prepare its facility for the commercial manufacture of ZILRETTA in dedicated manufacturing suites.

4 unchanged sentences

The initial term of the ZILRETTA Manufacturing and Supply Agreement that the Company assumed as part of the Flexion Acquisition expires in October 2027.

The Company pays a monthly base fee to Thermo Fisher for the operation of the manufacturing suites and a per product fee for each vial of ZILRETTA based upon a forecast of commercial demand.

The Company also reimburses Thermo Fisher for purchases of materials and equipment made on its behalf, certain nominal expenses and additional services.

The ZILRETTA Manufacturing and Supply Agreement will remain in full effect unless and until it expires or is terminated.

2 unchanged sentences

Either party may terminate the ZILRETTA Manufacturing and Supply Agreement in the event of the breach or bankruptcy of the other party.

Upon termination of the ZILRETTA Manufacturing Agreement (other than termination by the Company in the event that Thermo Fisher does not meet the manufacturing milestones or for a breach by Thermo Fisher), the Company will be obligated to pay for the costs incurred by Thermo Fisher associated with the removal of its manufacturing equipment and for Thermo Fisher’s termination costs up to a specified capped amount.

Eurofarma Laboratories S.A.

In June 2021, the Company entered into a distribution agreement with Eurofarma Laboratories S.A., or Eurofarma, for the development and commercialization of EXPAREL in Latin America.

Under the terms of the agreement, Eurofarma obtained the exclusive right to market and distribute EXPAREL in 19 countries in Latin America, including Argentina, Brazil, Colombia and Mexico.

In addition, Eurofarma is responsible for regulatory filings for EXPAREL in these countries.

The Company received a $ 0.3 million upfront payment that is partially refundable upon certain circumstances and will receive royalties based on Eurofarma’s future commercialization of the product and is also eligible to receive milestone payments that are triggered by the achievement of certain regulatory and commercial events.

The Company recognized $ 0.1 million of collaborative licensing and milestone revenue in its consolidated statements of operations during the year ended December 31, 2021.

Verve Medical Products, Inc.

In July 2021, the Company entered into a licensing agreement with Verve Medical Products, Inc.

for the distribution of iovera° in Canada.

The Company began selling iovera° in Canada in the fourth quarter of 2021.

GQ Bio Therapeutics GmbH

In April 2023, the Company entered into a process development agreement with GQ Bio Therapeutics GmbH, or GQ, for the development of a commercially scalable manufacturing process for the production of PCRX-201.

The agreement calls for the Company to pay GQ upon three milestones that can be achieved independently of each other.

Milestone 1 includes a € 0.5 million payment to GQ for the execution and completion of a feasibility assessment proposal for scalable process to support milestone 2.

Achieving milestone 2 is associated with the development of a qualified program process for PCRX-201 where GQ would build a direct manufacturing cost of a PCRX-201 unit.

Based on the direct manufacturing cost, the Company would pay GQ a success fee within a scale of € 0.5 million up to € 7.5 million, plus royalties within a scale of 0.25 % to 3.75 % of net sales associated with PCRX-201.

The achievement of milestone 3 requires the Company to pay GQ € 0.5 million for delivering a validatable manufacturing process and validated analytical control package necessary for initiating process validation.

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PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

GQ is one of the Company’s equity investments and convertible notes receivables classified within investments and other assets in the consolidated balance sheets.

See Note 12, Financial Instruments , for more information.

Aratana Therapeutics, Inc.

16 unchanged sentences

Either party may terminate the Carlisle Agreement in the event of the breach or bankruptcy of the other party.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 19— COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to patents, product liability and government investigations.

From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to its patents and intellectual property, product liability and government investigations.

Except as described below, the Company is not presently a party to any legal proceedings that it believes to be material, and is not aware of any pending or threatened litigation against the Company which it believes could have a material adverse effect on its business, operating results, financial condition or cash flows.

The Company is not in a position to assess the likelihood of any potential losses or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from the following actions at this time.

MyoScience Milestone Litigation

3 unchanged sentences

In October 2020, Fortis filed an answer and counterclaim against the Company and Pacira CryoTech seeking to recover certain milestone payments under the MyoScience Merger Agreement.

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 before the end of the first half of 2024.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A trial was conducted in September 2023.

In January 2025, the Court issued its decision, finding that the disputed milestones were not met and therefore granted judgment to the Company in full.

A final order will be entered in the coming months.

eVenus Pharmaceutical Laboratories Litigations

2 unchanged sentences

11,033,495 (the ’495 patent).

In November 2021, the Company filed a patent infringement suit against eVenus and its parent company in the U.S.

In November 2021, the Company filed a patent infringement suit against eVenus and its parent company (Jiangsu Hengrui Pharmaceuticals, Co.

Ltd., or Jiangsu Hengrui) in the U.S.

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

This triggered an automatic 30-month stay of final approval of the eVenus ANDA.

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 product described in eVenus’s ANDA submission.

1 unchanged sentence

prior to the expiration of the ’495 patent.

In the Notice Letter, eVenus also advised that it submitted a Paragraph IV Certification to the FDA seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL and 133 mg/10 mL) in the U.S.

In the second Notice Letter, eVenus also advised that it submitted a Paragraph IV Certification to the FDA seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL and 133 mg/10 mL) in the U.S.

prior to the expiration of U.S.

3 unchanged sentences

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

This filing triggered a second automatic 30-month stay of final approval for the 133 mg/10 mL ANDA product.

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

The first and second patent infringement suits were consolidated.

2 unchanged sentences

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

The trial on the remaining claim occurred in February 2024 with a decision expected to be reached late in the first half of 2024.

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

The trial on the remaining patent

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 is ongoing.

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

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

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

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 (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 discovery 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 the ‘706 patent.

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

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

In December 2024, the Company filed a sixth patent infringement suit against Fresenius and eVenus’s parent company in the Northern District of Illinois (24-cv-12416) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S.

12,156,940 (the ‘940 patent).

This patent is the first patent from a new family of patents related to EXPAREL produced by the Company’s enhanced larger-scale manufacturing process in San Diego, California.

This action is in the pleadings stage.

Also in December 2024, eVenus, its parent company, and Fresenius filed an action for declaratory judgment of non-infringement and invalidity with respect to the ‘940 patent in the District Court of New Jersey (24-cv-11014).

This action is in the pleadings stage.

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

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.

Securities Class Action

On January 13, 2025, Leandro Alvarez filed a putative class action on behalf of Company shareholders between August 2, 2023 and August 8, 2024 against the Company and certain of its officers, in the District Court of New Jersey (25-cv-322).

The complaint alleges that the Company made materially false and misleading statements and/or concealed material adverse facts concerning EXPAREL patents.

The case is in the pleadings stage and the Company is unable to predict the outcome of this litigation at this time.

Research Development Foundation

Pursuant to an agreement with the Research Development Foundation, or RDF, the Company was required to pay RDF a low single-digit royalty on the collection of revenues from certain products, for as long as certain patents assigned to the Company under the agreement remain valid.

RDF has the right to terminate the agreement for an uncured material breach by the Company, in connection with its bankruptcy or insolvency or if it directly or indirectly opposes or disputes the validity of the assigned patent rights.

RDF has the right to terminate the agreement for an uncured material breach by

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

the Company, in connection with its bankruptcy or insolvency or if it directly or indirectly opposes or disputes the validity of the assigned patent rights.

The Company’s ’495 patent was issued on June 15, 2021.

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The lawsuit seeks a declaration from the court that the Company owes no royalties to RDF with respect to its EXPAREL product after December 24, 2021.

On August 8, 2023, the United States District Court, District of Nevada, granted the Company’s motion for partial summary judgment in respect to the Company’s claim for a declaration that it no longer owes royalties for EXPAREL made under the 45-liter manufacturing process as of December 24, 2021.

On August 8, 2023, the U.S.

District Court, District of Nevada, granted the Company’s motion for partial summary judgment in respect to the Company’s claim for a declaration that it no longer owes royalties for EXPAREL made under the 45-liter manufacturing process as of December 24, 2021.

As a result, the Company expects to receive $ 14.5 million from RDF, representing the royalties that the Company paid to RDF under protest after December 24, 2021 for EXPAREL made from the 45-liter manufacturing process.

Once it becomes probable that the settlement amount will be received, the

Pacira BioSciences, Inc.

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PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company will record a settlement gain within other operating expenses in the condensed consolidated statement of operations.

Once it becomes probable that the settlement amount will be received, the Company will record a settlement gain within other operating expenses in the condensed consolidated statement of operations.

In November 2023, the United States 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 manufacturing process to RDF under protest.

During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with an enhanced, large-scale manufacturing process to RDF under protest.

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

Purchase Obligations

The Company has approximately $ 71.4 million of minimum, non-cancelable contractual commitments for contract manufacturing services and $ 14.2 million of minimum, non-cancelable contractual commitments for the purchase of certain raw materials as of December 31, 2023.

As of December 31, 2023, the Company has $ 4.9 million of other minimum, non-cancelable contractual commitments.

The Company has approximately $ 59.9 million of minimum, non-cancelable contractual commitments for contract manufacturing services as of December 31, 2024, of which $ 20.3 million is due in each of 2025 and 2026, $ 17.9 million is due in 2027 and the remaining $ 1.4 million is due in 2028.

The Company has approximately $ 6.5 million of minimum, non-cancelable contractual commitments for the purchase of certain raw materials as of December 31, 2024, all of which are due in 2025.

The Company has $ 1.8 million of other minimum, non-cancelable contractual commitments as of December 31, 2024, of which $ 1.4 million is due in 2025 and the remaining $ 0.4 million is due thereafter.

Other Commitments and Contingencies

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

In December 2019, the Company announced positive results for its extended pharmacokinetic and safety study (“PLAY”) for local analgesia in children aged six to 17 undergoing cardiovascular or spine surgeries.

Those positive results were the basis for the submission of a supplemental New Drug Application, or sNDA, in the U.S.

to include use in patients six years of age and older for single-dose infiltration to produce postsurgical local analgesia.

In March 2021, the Company announced that the FDA approved the sNDA in the U.S.

and U.K., the Company also submitted the results of the PLAY study as Type II variations in the E.U.

to include the use of EXPAREL in children aged six years or older as a field block for treatment of somatic post-operative pain for small- to medium-sized wounds.

The EMA and the Medicines and Healthcare Products Regulatory Agency, or MHRA, in the U.K.

both approved the variations in their respective regions in November 2022.

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 is still working with the FDA, EMA and MHRA to finalize the regulatory pathways for its remaining pediatric commitments.

The Company received notification from the FDA that its pediatric studies requirement had been waived for the indications of brachial plexus interscalene nerve block, lower extremity nerve block, sciatic nerve block in the popliteal fossa and adductor canal block indications 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.

Pacira BioSciences, Inc.

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PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Contingent Milestone Payments

Refer to Note 5, Flexion Acquisition and Note 12 , Financial Instruments , for information on potential contingent milestone payments related to the Flexion Acquisition and MyoScience Acquisition.

Refer to Note 11 , Financial Instruments , for information on potential contingent milestone payments related to the Flexion Acquisition.

PCRX-201 (enekinragene inzadenovec) is a novel, locally administered gene therapy vector platform 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 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 have 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.

In February 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, completed the GQ Bio Acquisition and acquired the remaining 81 % of GQ Bio that was not already owned by the Company.

For more information on the GQ Bio Acquisition, see Note 21, Subsequent Events .

As of the date hereof, GQ Bio is a wholly-owned subsidiary of the Company.

Also in 2017, in an agreement between The Baylor College of Medicine, or BCM, and GQ Bio, the Company (through the Flexion Acquisition) became the direct licensee of certain underlying BCM 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 BCM 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 20— SEGMENT INFORMATION

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.

The Company is managed by a single management team, and, consistent with its organizational structure, the Chief Executive Officer—who is the Company’s chief operating decision maker, or CODM—manages and allocates resources at a consolidated level.

Accordingly, the Company views its business as one operating segment and one reportable segment to evaluate its performance, allocate resources, set operational targets and forecast its future financial results.

The key measure of the Company is GAAP net income.

The CODM uses this measure to evaluate its performance, allocate resources, set operational targets and forecast its future financial results.

There are significant expense categories and amounts that are regularly provided to the CODM.

These expense categories differ from what is disclosed in the Company’s financial results.

The table below reconciles the significant expense categories provided to the CODM to the Company’s expenses as disclosed under U.S.

GAAP (in thousands):

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PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 as discussed in Note 5, Flexion Acquisition .

Prior to the Flexion Acquisition, in February 2017, Flexion entered into an agreement with GQ 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.

NOTE 21—SUBSEQUENT EVENT

In February 2024, the Company initiated a restructuring plan to ensure it is well positioned for long-term growth.

The restructuring plan includes:

(i) reshaping the Company’s executive team;

(ii) reallocating efforts and resources from the Company’s ex-U.S.

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

and (iii) reprioritizing investments to focus on commercial readiness for the Non-Opioids Prevent Addiction In the Nation (“NOPAIN”) Act that takes effect in 2025 and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement.

The Company recognized approximately $ 5 million of restructuring charges in February 2024 related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs.

Year Ended December 31,

2024 2023 2022

Revenues $ 700,966 $ 674,978 $ 666,823

Adjusted cost of goods sold 165,097 173,980 174,856

Adjusted research and development 74,196 67,563 78,203

Adjusted selling and marketing 172,015 153,040 144,996

Adjusted general and administrative 86,385 82,737 73,989

Goodwill impairment 163,243 — —

Stock-based compensation 51,171 47,895 48,092

Amortization of acquired intangible assets 57,288 57,288 57,288

Changes in the fair value of contingent consideration ( 4,457 ) ( 3,424 ) ( 29,476 )

Impairment of acquired IPR&D — — 26,134

Accelerated depreciation — — 10,545

9,399 8,224 22,172

Total operating expenses 774,337 587,303 606,799

Adjusted other income (expense) 2,747 ( 9,048 ) ( 46,722 )

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

Total other income (expense), net 10,265 ( 25,974 ) ( 46,722 )

(Loss) income before income taxes ( 63,106 ) 61,701 13,302

Income tax (expense) benefit ( 36,454 ) ( 19,746 ) 2,607

Net (loss) income $ ( 99,560 ) $ 41,955 $ 15,909

(1) During the year ended December 31, 2024, the remaining other operating expenses relates to restructuring charges, a loss on lease termination and acquisition-related charges.

During the years ended December 31, 2023 and 2022, the remaining other operating expenses relates to step-up of acquired Flexion fixed assets and inventory to fair value and acquisition-related charges.

The Company’s long-lived assets are primarily located in the U.S.

For information on the Company’s fixed assets located outside of the U.S., refer to Note 6, Fixed Assets .

NOTE 21— SUBSEQUENT EVENTS (UNAUDITED)

Acquisition of GQ Bio Therapeutics GmbH

As of December 31, 2024, the Company owned approximately 19 % of GQ Bio.

On February 25, 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, entered into a securities purchase agreement to acquire the remaining 81 % of GQ Bio for approximately $ 32 million, net of working capital and other transaction adjustments.

The net purchase price includes $ 8 million to be paid over three years pursuant to a key employee holdback agreement and a post-closing indemnity holdback of $ 6 million, whereas the remaining $ 18 million was paid at closing using cash on hand.

Brisbane, California Office Lease

In February 2025, the Company signed a lease for an office in Brisbane, California to be used for selling, general and administrative purposes.

As a result, the Company recorded $ 0.5 million of right-of-use assets in exchange for lease obligations in the first quarter of 2025.

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

What changed 10-K

Item 9A. Controls and Procedures