What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-11-06 · 592 added, 699 removed, 891 unchanged (59% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

2025 December 31,

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Total current assets 759,962 745,130

Noncurrent available-for-sale investments — 2,410

Fixed assets, net 164,451 167,169

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Contingent consideration 17,566 20,241

Deferred tax liabilities 6,996 —

Other liabilities 23,866 16,817

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5,000,000 shares authorized;

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

none issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, par value $ 0.001 ;

250,000,000 shares authorized;

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

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

47,120,647 shares issued and 46,283,407 shares outstanding at March 31, 2025 and 47,077,844 shares issued and 46,240,604 shares outstanding at December 31, 2024

Treasury stock, at cost, 837,240 shares at March 31, 2025 and December 31, 2024, inclusive of excise tax

( 25,121 ) ( 25,121 )

Additional paid-in capital 1,023,808 1,009,435

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net product sales $ 167,594 $ 165,824

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Amortization of acquired intangible assets 14,322 14,322

Goodwill impairment 163,243 — 163,243 —

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

Contingent consideration gains, acquisition-related expenses, restructuring and other 6,187 1,903

Total operating expenses 166,933 153,905

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

Income from operations 1,990 13,212

Other income (expense):

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Interest expense ( 4,580 ) ( 3,316 )

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

Other, net 4,401 ( 159 )

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

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

Total other income, net 6,716 428

Income before income taxes 8,706 13,640

Income tax expense ( 3,894 ) ( 4,661 )

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

Net (loss) income per common share:

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

Net income $ 4,812 $ 8,979

Net income per common share:

Basic and diluted net income per common share $ 0.10 $ 0.19

Weighted average common shares outstanding:

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PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

Net income $ 4,812 $ 8,979

Other comprehensive income (loss):

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

Net unrealized loss on investments, net of tax ( 86 ) ( 108 )

Foreign currency translation adjustments 1,094 13

Total other comprehensive income 573 163 431 370

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

See accompanying notes to condensed consolidated financial statements.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 6

PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(In thousands)

Number of Shares Outstanding Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Common Shares Treasury Shares Common Stock Treasury Stock Total

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

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

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

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

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

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

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

Common Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Shares Amount Total

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

Exercise of stock options 1 — 25 — — 25

Vested restricted stock units 17 — — — — —

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

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

Net income — — — 10,858 — 10,858

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

Total other comprehensive income (loss) 1,008 ( 95 )

Comprehensive income $ 5,820 $ 8,884

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(In thousands)

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Common stock withheld for employee withholding tax liabilities on vested restricted stock units ( 10 ) — — — ( 181 ) — — ( 181 )

Common stock issued under employee stock

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

Stock-based compensation — — — — 14,553 — — 14,553

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

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

Other comprehensive income (Note 11) — — — — — — 1,008 1,008

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

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

Net income — — — — — 4,812 — 4,812

Balance at March 31, 2025 47,121 ( 837 ) $ 47 $ ( 25,121 ) $ 1,023,808 $ ( 201,544 ) $ 1,351 $ 798,541

Common Stock Additional

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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 36 1 — — — 1

Common stock issued under employee stock

purchase plan 50 — 1,672 — — 1,672

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

Stock-based compensation — — 13,151 — — 13,151

Other comprehensive income (Note 10) — — — — 370 370

Other comprehensive loss (Note 11) — — — — ( 95 ) ( 95 )

Net income — — — 8,979 — 8,979

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

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

See accompanying notes to condensed consolidated financial statements.

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(In thousands)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

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

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

Goodwill impairment 163,243 —

Net income $ 4,812 $ 8,979

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

Deferred taxes 1,397 3,463

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Amortization of debt discount 22 24

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

Stock-based compensation 14,553 13,151

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Investing activities:

Acquisition of GQ Bio Therapeutics GmbH (net of cash acquired) ( 16,702 ) —

Purchases of fixed assets ( 8,548 ) ( 2,836 )

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Sales of available-for-sale investments 69,250 43,361

Purchases of debt investments — ( 6,758 )

Net cash (used in) provided by investing activities ( 82,908 ) 69,167

Net cash used in investing activities ( 25,629 ) ( 15,530 )

Financing activities:

Proceeds from exercises of stock options — 1,939

Proceeds from shares issued under employee stock purchase plan 1,364 1,672

Payment of employee withholding taxes on restricted stock unit vests ( 181 ) ( 4 )

Purchase of treasury stock ( 25,000 ) —

Proceeds from 2029 convertible senior notes 287,500 —

Proceeds from Term loan A facility — 149,550

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

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

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

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

Purchase of capped call transactions ( 26,709 ) —

Debt extinguishment costs — ( 5,750 )

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

Net cash provided by (used in) financing activities 19,318 ( 181,252 )

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

Net cash used in financing activities ( 2,994 ) ( 2,817 )

Net increase in cash and cash equivalents 6,836 30,754

Cash and cash equivalents, beginning of period 276,774 153,298

Cash and cash equivalents, end of period $ 283,610 $ 184,052

See accompanying condensed notes to consolidated financial statements.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 9

PACIRA BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In thousands)

Nine Months Ended

September 30,

Supplemental cash flow information:

Cash paid for interest $ 2,715 $ 3,969

Net cash paid for income taxes $ 9,575 $ 2,072

Net cash paid (received) for income taxes $ 286 $ ( 245 )

Non-cash investing and financing activities:

Fixed assets included in accounts payable and accrued liabilities $ 767 $ 607

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

See accompanying notes to condensed consolidated financial statements.

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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.

EXPAREL is currently indicated to produce postsurgical local analgesia via infiltration in patients aged six 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.

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

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

The Company is also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy for the treatment of osteoarthritis, or OA, of the knee.

PCRX-201 is the lead program from the Company’s proprietary high-capacity adenovirus, or HCAd, vector platform, which enables local administration of genetic medicines and has the potential to unlock gene therapy for large prevalent diseases affecting millions of people.

In February 2025, the Company acquired the remaining 81 percent equity interest in GQ Bio Therapeutics GmbH, or GQ Bio (the “GQ Bio Acquisition”), a privately-held biopharmaceutical company, which included the novel HCAd platform, a preclinical portion of HCAd-based assets and research and development talent.

For more information on the GQ Bio Acquisition, see Note 3, GQ Bio Therapeutics Acquisition .

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

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

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.

Effective January 2, 2024, the Company appointed a new Chief Executive Officer.

Consistent with the Company’s predecessor chief operating decision maker, 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 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

These interim condensed 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 (the “SEC”), for interim reporting.

Pursuant to these rules and regulations, certain information and footnote disclosures normally included in complete annual financial statements have been condensed or omitted.

Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 202 4 (the “2024 Annual Report”).

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

The condensed consolidated financial statements at March 31, 2025, and for the three-month periods ended March 31, 2025 and 2024, are unaudited, but include all adjustments (consisting of only normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial information set forth herein in accordance with GAAP.

The condensed consolidated balance sheet at December 31, 2024 is derived from the audited consolidated financial statements included in the Company’s 2024 Annual Report.

The condensed consolidated financial statements as presented reflect certain reclassifications from previously issued financial statements to conform to the current year presentation.

The accounts of wholly-owned subsidiaries are included in the condensed consolidated financial statements.

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Concentration of Major Customers

The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Largest wholesaler 33 % 36 %

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Total 80 % 79 %

Recent Accounting Pronouncements Not Adopted as of September 30, 2024

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 amendment 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 interim and annual reporting which was applied retrospectively for all prior periods presented.

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

Refer to Note 17, Segment Information , for more information.

Recent Accounting Pronouncements Not Adopted as of March 31, 2025

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 to 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.

NOTE 3— GQ BIO THERAPEUTICS ACQUISITION

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 $ 30.3 million, net of working capital adjustments.

Prior to the GQ Bio Acquisition, the Company owned approximately 19 % of GQ Bio.

Included in the securities purchase agreement are payments of $ 7.8 million related to employee compensation to be recognized over three years pursuant to a key employee holdback agreement.

During the three months ended March 31, 2025, the Company expensed $ 0.3 million within contingent consideration gains, acquisition-related expenses, restructuring and other within the condensed consolidated statement of operations.

GQ Bio was 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.

By acquiring GQ Bio, the Company benefits from further developing PCRX-201 and the cost savings associated with no longer being obligated to make milestone and royalty payments, as well as establishing a research and development engine with a dedicated workforce focused on this next-generation of genetic medicine and acquiring a portfolio of preclinical assets.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 10

The following table reconciles the purchase price for the remaining 81 % ownership to the total fair value of the GQ Bio Acquisition (in thousands):

Fair Value of Purchase Price Consideration Amount

Cash consideration paid at closing $ 17,604

Indemnification holdback 6,500

Cash payment of GQ Bio Acquisition transaction expenses 919

Settlement of previously invested note receivable 5,322

Purchase price consideration of 81 % of GQ Bio

Prior 19 % equity investment ownership of GQ Bio realized upon business combination

Total fair value of the GQ Bio Acquisition $ 38,660

The Company has accounted for the GQ Bio Acquisition using the acquisition method of accounting and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its condensed consolidated financial statements from the acquisition date of February 27, 2025.

A $ 6.5 million indemnification holdback established for potential unidentified liabilities will be settled within 18 months from the acquisition date.

In conjunction with the GQ Bio Acquisition, the settlement of the Company’s prior equity investment and notes receivable in GQ Bio were part of the fair value of consideration exchanged.

See Note 10, Financial Instruments , for additional information.

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

Prior to the finalization of the purchase price allocation, if information becomes available that would indicate it is probable that unknown events had occurred and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation and may change the carrying value of goodwill.

The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses, and anticipates finalizing the purchase price allocation as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 11

The following tables set forth the preliminary allocation of the GQ Bio Acquisition purchase price to the estimated fair value of the net assets acquired at the acquisition date (in thousands):

Amounts Recognized at the Acquisition Date

ASSETS ACQUIRED

Cash and cash equivalents $ 1,884

Accounts receivable 900

Prepaid expenses and other assets 120

Fixed assets 364

Right-of-use assets 1,374

In-process research and development (IPR&D) 22,500

Other noncurrent assets 56

Total assets $ 27,198

LIABILITIES ASSUMED

Accounts payable $ 1,037

Accrued expenses 91

Lease liabilities 1,374

Deferred tax liability 6,750

Other liabilities 49

Total liabilities 9,301

Total identifiable net assets acquired 17,897

Goodwill 20,763

Total fair value of the GQ Bio Acquisition $ 38,660

The acquired identifiable IPR&D assets were valued from a market participants’ perspective using a multi-period excess earnings methodology (income approach).

The IPR&D asset relates to further developing PCRX-201 and the cost savings associated with milestone and royalty payments.

The projected cash flows for this IPR&D asset were adjusted for the probability of successful development and commercialization, and were discounted at 20.0 %.

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

This goodwill is primarily attributable to the value in establishing a research and development engine focused on supporting products akin to PCRX-201, assembling a dedicated workforce within a niche industry, obtained preclinical assets, as well as the synergies of merging operations.

The acquired goodwill and IPR&D intangible asset are currently not deductible for tax purposes.

However, the Company is considering certain tax elections that would allow for the future deduction of the acquired goodwill and IPR&D intangible asset.

During the three months ended March 31, 2025, GQ Bio did not earn any revenue and the operating loss attributable to GQ Bio was considered nominal.

NOTE 4— REVENUE

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(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 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.

The Company does not consider revenue from sources other than sales of EXPAREL and ZILRETTA to be material sources of its consolidated revenue.

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EXPAREL is delivered directly to the end-user without the wholesaler ever taking physical possession of the product.

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

The Company primarily sells ZILRETTA to specialty distributors and specialty pharmacies, who then subsequently resell

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 12

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.

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These reserves are based on estimates of the amounts earned or to be claimed on the related sales.

These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of the sale, using the most likely amount method, except for returns, which is based on the expected

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 12

value method.

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.

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Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, or ASC, 606.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification 606.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

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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.

| Q1 2025 Form 10-Q | Page 13

Disaggregated Revenue

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net product sales:

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Total net product sales $ 167,594 $ 165,824

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 13

NOTE 5— INVENTORIES

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

September 30, December 31,

March 31, December 31,

Raw materials $ 45,890 $ 50,800

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

September 30, December 31,

March 31, December 31,

Machinery and equipment (1)

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accumulated depreciation ( 139,775 ) ( 132,929 )

( 129,727 ) ( 135,306 )

Fixed assets, net $ 164,451 $ 167,169

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

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

(2) During the nine months ended September 30, 2024, a 200-liter EXPAREL manufacturing suite at the Company’s Science Center Campus in San Diego, California was placed into service, for which approximately $ 76.1 million was reclassified from construction in progress to machinery and equipment, leasehold improvements and computer equipment and software.

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

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

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

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

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

As of September 30, 2024 and December 31, 2023, the Company had asset retirement obligations of $ 4.1 million and $ 4.3 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of certain of its lease agreements.

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

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

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

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

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

(1) In April 2025, subsequent to the three months ended March 31, 2025, a ZILRETTA fill line at the Company’s manufacturing facility in Swindon, UK, was placed into service, for which approximately $ 23.1 million was reclassified from construction in progress to machinery and equipment, leasehold improvements and computer equipment and software.

For the three months ended March 31, 2025 and 2024, depreciation expense was $ 6.8 million and $ 4.1 million, respectively.

For the three months ended March 31, 2025 and 2024, there was $ 0.1 million and $ 0.7 million of capitalized interest on the construction of manufacturing sites, respectively.

As of March 31, 2025 and December 31, 2024, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located outside of the U.S.

in the amount of $ 50.0 million and $ 51.1 million, respectively.

As of March 31, 2025 and December 31, 2024, the Company had asset retirement obligations of $ 4.3 million and $ 4.2 million, respectively, included in accrued expenses and other liabilities on its condensed consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of certain of its lease agreements.

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 for the use of their manufacturing facility in Swindon, England 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.

The Company also has two embedded leases with Thermo Fisher Scientific Pharma Services 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 have been allocated to the lease components based on a relative fair value basis.

The Company’s European offices were assumed as part of the GQ Bio Acquisition in February 2025 and include an administrative office in Hamburg, Germany, a research and development lab and offices in Luckenwalde, Germany and an administrative office in each of Eupen and Liège, Belgium.

As a result of the GQ Bio Acquisition, the Company recorded new operating right of use assets and lease liabilities in the amount of $ 1.4 million.

The Company had been recognizing sublease income for laboratory space leased in Woburn, Massachusetts and a portion of office space leased in Burlington, Massachusetts, respectively, from leases that were assumed as part of the Flexion Acquisition.

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

In April 2025, the lease and sublease term concluded for the office space in Burlington, Massachusetts.

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

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

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Fixed lease costs $ 3,302 $ 3,497

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

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities, net of lease incentives $ 3,262 $ 3,219

Right-of-use assets recorded in exchange for lease obligations $ 1,875 $ —

The Company has elected to net the amortization of the right-of-use asset and the reduction of the lease liability principal in other liabilities in the condensed consolidated statements of cash flows.

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

September 30,

Weighted average remaining lease term 5.01 years 5.81 years

Weighted average discount rate 6.92 % 7.01 %

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| Q1 2025 Form 10-Q | Page 15

Maturities of the Company’s operating lease liabilities are as follows (in thousands):

Year Aggregate Minimum

2024 (remaining three months) $ 3,264

2025 (remaining nine months) $ 9,567

Thereafter 6,326

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Total operating lease liabilities $ 53,083

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| Q3 2024 Form 10-Q | Page 15

NOTE 8— GOODWILL AND INTANGIBLE ASSETS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company’s goodwill arose from the GQ Bio Acquisition in February 2025.

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

Carrying Value

Balance at December 31, 2023 $ 163,243

Goodwill impairment ( 163,243 )

Balance at December 31, 2024 —

Goodwill arising from the GQ Bio Acquisition 20,763

Foreign currency adjustments 757

Balance at March 31, 2025 $ 21,520

Intangible Assets

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

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

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

March 31, 2025 Gross Carrying Value Foreign currency adjustments Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives

Developed technologies $ 590,000 $ — $ ( 213,254 ) $ 376,746 10 years, 5 months

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Total intangible assets, net $ 624,956 $ ( 198,986 ) $ 425,970

Amortization expense on intangible assets was $ 14.3 million for both the three months ended March 31, 2025 and 2024.

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| Q1 2025 Form 10-Q | Page 16

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

Amortization expense on intangible assets was $ 43.0 million for both the nine months ended September 30, 2024 and 2023.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 14.3 million for the remaining three months of 2024, $ 57.3 million each year from 2025 to 2030, $ 37.4 million in 2031, $ 7.9 million in 2032 and $ 2.2 million in 2033.

Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 43.0 million for the remaining nine months of 2025, $ 57.3 million each year from 2026 to 2030, $ 37.4 million in 2031, $ 7.9 million in 2032 and $ 2.2 million in 2033.

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

September 30, December 31,

March 31, December 31,

Term loan A facility maturing March 2028 $ 101,489 $ 104,211

2.125 % Convertible senior notes due May 2029

279,801 279,334

0.750 % Convertible senior notes due August 2025

202,086 201,776

3.375 % Convertible senior notes due May 2024 (1)

Total $ 583,376 $ 585,321

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

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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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 described below.

The First TLA Amendment, among other things, permits the Company’s 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):

September 30, December 31,

March 31, December 31,

Term loan A facility maturing March 2028 $ 102,500 $ 105,313

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

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

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

The TLA Credit Agreement requires the Company to maintain an unrestricted cash and cash equivalents balance of at least $ 300.0 million ($ 500.0 million less a $ 200.0 million prepayment of the 2025 Notes (as defined below) in the nine months ended September 30, 2024) less any additional prepayments of the 2025 Notes at any time

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| Q3 2024 Form 10-Q | Page 17

from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes.

Due to voluntary principal prepayments, the Company is not required to make further principal payments until December 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 September 30, 2024, the Company was in compliance with all financial covenants under the TLA Credit Agreement.

As of March 31, 2025, 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 an alternate base rate

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| Q1 2025 Form 10-Q | Page 17

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

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

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

2026 Term Loan B Facility

In December 2021, the Company entered into a term loan credit agreement (the “TLB Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and the initial lender.

The term loan issued under the TLB Credit Agreement (the “TLB Term Loan”) was issued at a 3.00 % discount and allowed for a single-advance term loan B facility in the principal amount of $ 375.0 million, which was secured by substantially all of the Company’s and each subsidiary guarantor’s assets.

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 $ 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.

During the three months ended March 31, 2025, the Company made $ 2.8 million of voluntary principal prepayments.

During the year ended December 31, 2024, the Company made $ 11.3 million of voluntary principal prepayments.

As of March 31, 2025, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.40 %.

Convertible Senior Notes Due 2029

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

September 30,

March 31, December 31,

2.125 % convertible senior notes due May 2029

$ 287,500 $ 287,500

Deferred financing costs ( 7,699 ) ( 8,166 )

Total debt, net of deferred financing costs $ 279,801 $ 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 September 30, 2024, the conditions for conversion were not met.

Holders may convert their 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 March 31, 2025, 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.

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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

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| Q3 2024 Form 10-Q | Page 18

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

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

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

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

As of September 30, 2024, the 2029 Notes had a market price of $757 per $1,000 principal amount.

As of March 31, 2025, the 2029 Notes had a market price of $973 per $1,000 principal amount.

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

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or (4) upon a Company redemption.

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

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

On or after November 15, 2028,

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| Q1 2025 Form 10-Q | Page 18

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.

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

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

While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at March 31, 2025 as long-term debt, the future convertibility and resulting balance sheet classification of this liability is monitored at each quarterly reporting date and is analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods.

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

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

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| Q3 2024 Form 10-Q | Page 19

May 9, 2024, and is subject to certain adjustments under the terms of the Capped Call Transactions.

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

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.

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Convertible Senior Notes Due 2025

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

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

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

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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 partial repurchase of the 2025 Notes resulted in a $ 7.5 million gain on early extinguishment of debt during the year ended December 31, 2024.

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| Q1 2025 Form 10-Q | Page 19

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

September 30, December 31,

March 31, December 31,

0.750 % convertible senior notes due August 2025

2 unchanged sentences

Total debt, net of deferred financing costs $ 202,086 $ 201,776

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

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

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

Holders were able to convert their 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;

(iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets;

or (iv) if the Company calls the 2025 Notes for redemption, until the close of business on the business day immediately preceding the redemption date.

These conditions for conversion were not met prior to February 3, 2025.

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).

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

As of September 30, 2024, the 2025 Notes had a market price o f $956 pe r $1,000 principal amount.

As of March 31, 2025, the 2025 Notes had a market price of $986 per $1,000 principal amount.

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

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

The redemption price will

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| Q3 2024 Form 10-Q | Page 20

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

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

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

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

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

(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.

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| Q1 2025 Form 10-Q | Page 20

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

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

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Contractual interest expense $ 3,862 $ 3,311

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| Q1 2025 Form 10-Q | Page 21

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

At March 31, 2025, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):

Carrying Value Fair Value Measurements Using

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$ 202,086 $ — $ 199,716 $ —

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

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

(2) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 15.05 per share on September 30, 2024, compared to a conversion price of $ 71.78 per share.

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

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 24.85 per share on March 31, 2025, compared to a conversion price of $ 39.56 per share.

At March 31, 2025, as the conversion price was above the stock price, the requirements for conversion have not been met.

(2) As of February 3, 2025, the 2025 Notes may be converted at any time until the close of business on the second scheduled trading day immediately preceding August 1, 2025.

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

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$ 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

Realized gain of prior investments (1)

4,227 1,674 5,901

Settled investments (1)

( 8,315 ) ( 5,322 ) ( 13,637 )

Foreign currency adjustments ( 39 ) — ( 39 )

Balance at September 30, 2024

Balance at March 31, 2025

$ 11,750 $ 8,250 $ 20,000

(1) In conjunction with the GQ Bio Acquisition, the settlement of the Company’s prior equity investment and notes receivable were part of the fair value of consideration exchanged.

Upon acquiring the remaining 81 % ownership interest in GQ Bio, the Company remeasured its previously held equity interest to its acquisition-date fair value.

The $4.2 million gain resulting from the equity investment was recognized as other, net within the condensed consolidated statement of operations.

In settling the notes receivable, the Company recognized $1.7 million in interest income.

See Note 3, GQ Bio Therapeutics Acquisition , for information on the GQ Bio Acquisition.

Acquisition-Related Contingent Consideration

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 19.2 million and $ 24.7 million as of September 30, 2024 and December 31, 2023, respectively.

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 17.6 million and $ 20.2 million as of March 31, 2025 and December 31, 2024, respectively.

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

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.

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.

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 22

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 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.

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

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

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

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

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

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

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

During the three months ended March 31, 2025, the Company recognized contingent consideration gains of $ 2.7 million due to revisions to the latest discount rates.

During the three months ended March 31, 2024, the Company recognized gains of $ 3.8 million due to adjustments to long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones by December 31, 2030, the expiration date for achieving the milestones.

These adjustments were recorded within contingent consideration gains, acquisition-related expenses, restructuring and other in the condensed consolidated statements of operations.

At March 31, 2025, the weighted average discount rate was 8.2 %.

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

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Utilized as of

September 30, 2024

March 31, 2025

Discount rates 8.0 % to 8.4 %

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Fair value adjustments and accretion ( 2,675 )

Balance at September 30, 2024

Balance at March 31, 2025

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, government and Yankee bonds with maturities greater than three months, but less than one year.

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

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

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

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

At March 31, 2025 and December 31, 2024, all of the Company’s short-term and noncurrent investments are classified as available-for-sale investments and are determined to be Level 2 instruments, with the exception of U.S.

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

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| Q1 2025 Form 10-Q | Page 23

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

September 30, 2024 Investments

The following summarizes the Company’s short-term available-for-sale investments at March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 Investments

Losses Fair Value

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Corporate bonds 40,179 11 ( 6 ) 40,184

federal agency bonds 5,990 13 — 6,003

Yankee bond 5,006 10 — 5,016

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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

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

At March 31, 2025, there were no investments available for sale that were materially less than their amortized cost.

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

At September 30, 2024 and December 31, 2023, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.3 million and $ 0.4 million, respectively.

At March 31, 2025 and December 31, 2024, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.4 million and $ 0.5 million, respectively.

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

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Such amounts may exceed federally-insured limits.

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

As of March 31, 2025, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 36 %, 21 % and 19 %.

At December 31, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34 %, 18 % and 16 %.

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

As of September 30, 2024, there were $ 0.3 million of allowances for credit losses on its accounts receivable associated with iovera°.

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

As of March 31, 2025 and December 31, 2024, there were $ 0.4 million of allowances for credit losses on the Company’s accounts receivable.

Pacira BioSciences, Inc.

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NOTE 11— STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

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

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

Accumulated Other Comprehensive Income

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

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

Balance at December 31, 2024

$ 190 $ 153 $ 343

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

Net unrealized loss on investments, net of tax ( 86 ) — ( 86 )

Foreign currency translation adjustments — 1,094 1,094

Balance at September 30, 2024

Balance at March 31, 2025

$ 104 $ 1,247 $ 1,351

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

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

Balance at December 31, 2023

$ 124 $ 123 $ 247

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

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

( 108 ) — ( 108 )

Foreign currency translation adjustments — 13 13

Balance at September 30, 2023

Balance at March 31, 2024

$ 16 $ 136 $ 152

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

Share Repurchase Program

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

(1) Net of a nominal tax benefit for both the three months ended March 31, 2025 and 2024 .

Share Repurchase Programs

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

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.

On April 17, 2025, the Company announced that its Board of Directors approved a new share repurchase program, which replaced the previously authorized share repurchase program and was effective immediately, which authorizes the Company to repurchase up to an aggregate of $ 300.0 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.

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

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 25

NOTE 12— 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 April 2014, the Company’s board of directors approved and adopted the Company’s 2014 Inducement Plan (the “2014 Inducement Plan”), pursuant to which awards could be made to new employees under the 2014 Inducement Plan for up to 175,000 shares of the Company’s common stock as a material inducement to such persons entering into employment with the Company.

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

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

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

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 25

In December 2023, the board of directors, upon recommendation of the people and compensation committee of the board of directors (the “P&C Committee”), 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 were reserved for issuance.

In September 2024, the board of directors, upon the recommendation of the P&C Committee, 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 .

In January 2025, the board of directors, upon the recommendation of the P&C Committee, 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 , of which 465,007 shares remain available for issuance as of March 31, 2025, 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, and was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules.

In accordance with this rule, 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 of 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 P&C 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.

Stock-Based Compensation

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cost of goods sold $ 1,716 $ 1,128

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Selling, general and administrative 10,596 7,985

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

Contingent consideration gains, acquisition-related expenses, restructuring and other — 2,235

Total $ 14,553 $ 13,151

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Restricted stock units 9,606 6,210

Employee stock purchase plan 187 200 610 720

Employee stock purchase plan share options 507 212

Total $ 14,553 $ 13,151

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 26

Equity Awards

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

The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the three months ended March 31, 2025:

Stock Options Number of

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Expired ( 253,556 ) 45.57

Outstanding at September 30, 2024

Outstanding at March 31, 2025

6,833,877 42.23

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Forfeited ( 52,862 ) 27.79

Unvested at September 30, 2024

Unvested at March 31, 2025

4,841,419 29.37

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 26

The weighted average fair value of stock options granted during the nine months ended September 30, 2024 was $ 13.13 per share.

The weighted average fair value of stock options granted during the three months ended March 31, 2025 was $ 13.88 per share.

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

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

Black-Scholes Weighted Average Assumption Three Months Ended March 31, 2025

Expected dividend yield None

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

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

NOTE 12— NET (LOSS) INCOME PER COMMON SHARE

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

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

During the three months ended March 31, 2025, no shares were purchased and issued through the ESPP.

NOTE 13— NET INCOME PER COMMON SHARE

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

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

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

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

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

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

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

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 27

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

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

The following table sets forth the computation of basic and diluted net income per common share for the three mon ths ended March 31, 2025 and 2024 (in thousands, except per common share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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

Net income—basic $ 4,812 $ 8,979

2025 Notes if-converted method adjustment — 1,029

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

Adjusted net income—diluted $ 4,812 $ 10,008

Weighted average common shares outstanding—basic 46,275 46,499

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Dilutive effect of RSUs 227 85

Dilutive effect of ESPP purchase options — — — 2

Dilutive effect of ESPP share options 4 —

Weighted average common shares outstanding—diluted 46,526 52,193

Net (loss) income per common share:

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

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

Net income per common share:

Basic and diluted net income per common share $ 0.10 $ 0.19

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Weighted average number of stock options 6,677 7,662

2025 Notes 2,821 — 4,184 5,608

2025 Notes if-converted method adjustment 2,821 —

Weighted average number of RSUs 2,363 1,230

Weighted average ESPP purchase options 47 39 51 13

Weighted average ESPP share options — 52

Total 11,861 8,944

NOTE 14— INCOME TAXES

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Loss) income before income taxes:

Income (loss) before income taxes:

Domestic $ 10,673 $ 13,657

Foreign ( 1,967 ) ( 17 )

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

Total income before income taxes $ 8,706 $ 13,640

Income tax expense $ 3,894 $ 4,661

Effective tax rate 45 % 34 %

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 28

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

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

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

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

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

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

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

The Company’s effective tax rate for the three months ended March 31, 2025 was primarily impacted by costs related to non-deductible executive compensation, non-deductible stock-based compensation and a non-U.S.

valuation allowance, partially offset by tax credits.

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

As of both March 31, 2025 and December 31, 2024, the Company had an income tax payable balance of $ 5.1 million that was included in other liabilities within the condensed consolidated balance sheet.

As of March 31, 2025 and December 31, 2024, the Company has $ 1.5 million and $ 0.7 million, respectively, of current income taxes payable that is included in accrued expenses within the condensed consolidated balance sheet.

NOTE 15— CONTINGENT CONSIDERATION GAINS, ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER

Contingent consideration gains, acquisition-related expenses, restructuring and other for the three months ended March 31, 2025 and 2024 summarized below (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Flexion contingent consideration $ ( 3,244 ) $ 2,793 $ ( 5,541 ) $ ( 3,847 )

Contingent consideration gains $ ( 2,675 ) $ ( 3,806 )

Restructuring charges — 5,535

Acquisition-related expenses 1,511 174

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

Accrued key employee holdback 351 —

Legal settlement 7,000 —

Total contingent consideration gains, acquisition-related expenses, restructuring and other $ 6,187 $ 1,903

Flexion Acquisition Contingent Consideration

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

The Company recognized a charge of $ 2.8 million and a gain of $ 3.8 million related to contingent consideration during the three and nine months ended September 30, 2023, respectively.

The Company recognized gains of $ 2.7 million and $ 3.8 million related to contingent consideration d uring the three months ended March 31, 2025 and 2024, respectively.

See Note 10 , Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of contingent consideration and more information regarding the changes in fair value.

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:

In February 2024, the Company initiated a restructuring plan designed to ensure it is well positioned for long-term growth.

The restructuring plan included:

(i) reshaping the Company’s executive team, (ii) reallocating efforts and resources from the Company’s ex-U.S.

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market and (iii) reprioritizing investments to focus on commercial readiness for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in outpatient settings and iovera° up to an additional $ 255.85 when providers administer iovera° in ambulatory surgical centers and outpatient settings beginning in January 2025 as part of the Non-Opioids Prevent Addiction In the Nation (“NOPAIN”) Act and broader commercial initiatives in key areas, such as strategic national accounts, marketing and market access and reimbursement.

The Company recognized $ 1.2 million and $ 7.7 million of restructuring charges for the three and nine months ended September 30, 2024, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

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

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 29

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

Employee Termination Benefits (1)

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Cash payments made / settled ( 1,985 ) ( 20 ) ( 2,005 )

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

(1) During the three and nine months ended September 30, 2024, there was $ 0.8 million and $ 3.5 million, respectively, of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 29

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

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

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

Balance at December 31, 2024 1,235 1,689 2,924

Cash payments made / settled ( 823 ) ( 1,689 ) ( 2,512 )

Balance at March 31, 2025 $ 412 $ — $ 412

(1) During the year ended December 31, 2024, there was $ 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.

Acquisition-Related Expenses

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

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

The Company recognized acquisition-related expenses of $ 1.5 million during the three months ended March 31, 2025 .

These costs primarily relate to legal fees and third-party services related to the GQ Bio Acquisition.

See Note 3, GQ Bio Therapeutics Acquisition , for more information.

The Company recognized acquisition-related expenses of $ 0.2 million during the three months ended March 31, 2024 .

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

Legal Settlement

The Company recognized $ 7.0 million of costs during the three months ended March 31, 2025 related to the legal settlement of the patent infringement suits against eVenus, Jiangsu Hengrui and Fresenius (each as defined below).

For more information, see Note 16, Commitments and Contingencies.

NOTE 16— 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 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

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(“Pacira CryoTech”), filed a lawsuit in the Court of Chancery of the State of Delaware against Fortis Advisors LLC (“Fortis”), solely in its capacity as representative for the former securityholders of MyoScience, and certain other defendants, seeking declaratory judgment with respect to certain terms of the merger agreement for the MyoScience Acquisition (the “MyoScience Merger Agreement”), specifically related to the achievement of certain milestone payments under the MyoScience Merger Agreement.

In addition, the Company and Pacira CryoTech sought general, special and compensatory damages against the other defendants related to breach of fiduciary duties in connection with the purported achievement of milestone payments under the MyoScience Merger Agreement, and breach of the MyoScience Merger Agreement and certain other agreements with the defendants.

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 pending.

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

eVenus Pharmaceutical Laboratories Litigations

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

prior to the expiration of U.S.

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.

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

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

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

In December 2021, the Company received a second Notice Letter advising that eVenus submitted to the FDA an amendment to its ANDA with a Paragraph IV Certification seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (133 mg/10 mL) in the U.S.

prior to the expiration of the ‘495 patent.

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.

11,179,336 (the ‘336 patent).

eVenus further alleges in the Notice Letter that both the ‘495 patent and the ‘336 patent are invalid and/or not infringed.

In February 2022, the Company filed a second patent infringement suit against eVenus and its parent company in the U.S.

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

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

The first and second patent infringement suits were consolidated.

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.

In March 2025, the Company filed a motion to recover attorneys fees, and the parties subsequently agreed to settle the amount of expenses owed to the Company, whereby Fortis agreed to pay the Company $ 5.2 million and waived its rights to appeal the decision.

A final judgment and order was entered in April 2025.

The $ 5.2 million payment received was accounted for as a recovery of losses and recorded against selling, general and administrative expense in the three months ended March 31, 2025 within the condensed consolidated statement of operations, consistent to where the previous losses were recorded.

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| Q1 2025 Form 10-Q | Page 30

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

The Company has denied the allegations in eVenus’s first amended answer.

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

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

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

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

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

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

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.

eVenus Pharmaceutical Laboratories Litigations

In October 2021, December 2021 and March 2024, the Company received Notice Letters advising that eVenus Pharmaceutical Laboratories, Inc., or eVenus, of Princeton, New Jersey, submitted to the United States Food and Drug Administration, or FDA, an Abbreviated New Drug Application, or ANDA with a Paragraph IV certification seeking authorization for the manufacturing and marketing of a generic bupivacaine liposome injectable suspension in the U.S.

prior to the expiration of certain of the Company’s U.S.

Beginning in November 2021, the Company filed various patent infringement suits against eVenus, its parent company (Jiangsu Hengrui Pharmaceuticals, Co.

Ltd., or Jiangsu Hengrui) and Fresenius Kabi USA, LLC, or Fresenius, (together, the “ANDA filers”) in the U.S.

District Court for the District of New Jersey asserting infringement of U.S.

11,033,495 (the ’495 patent) (21-cv-19829), U.S.

11,179,336 (the ’336 patent) (22-cv-00718), U.S.

11,426,348 (the ’348 patent) (23-cv-2367), U.S.

11,819,574 (the ’574 patent) and 11,819,575 (the ’575 patent) (24-cv-6294), and U.S.

11,925,706 (the ’706 patent) (24-cv-7680).

In December 2024, the Company filed a patent infringement suit against Fresenius and Jiangsu Hengrui in the Northern District of Illinois (24-cv-12416) asserting that the ANDA products will infringe U.S.

12,156,940 (the ’940 patent).

In July 2023, eVenus filed its answer with claims for declaratory judgment, alleging patent invalidity, non-infringement and inequitable conduct with respect to the ‘348 patent as well as the Company’s other patents, U.S.

11,357,727 and 11,452,691.

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 pleadings stage.

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

District Court for the District of New Jersey (24-cv-7680) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe the ‘706 patent.

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

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

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

Also in December 2024, the ANDA filers 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).

On April 7, 2025, the Company, along with its operating subsidiary, Pacira Pharmaceuticals, Inc., entered into a settlement agreement with the ANDA filers with respect to the litigations noted above.

Pursuant to the settlement agreement, the ANDA filers will be enjoined from marketing a generic bupivacaine liposome injectable suspension before the expiration of the patents-in-suit, except as provided for in the settlement agreement, as described below.

In settlement of all outstanding claims in the litigations, the Company agreed to provide the ANDA filers with a license to the Company’s patents required to manufacture and sell certain volume-limited amounts of a generic bupivacaine liposome injectable suspension in the U.S.

beginning on a confidential date that is sometime in early 2030.

While the agreed-upon volume-limited percentages are confidential, they begin at a high single-digit percentage of the total volumes distributed in the U.S.

market and increase gradually in each 12-month period following the volume-limited entry date until reaching a percentage in the low thirties in 2033 and increasing modestly in each of the next two 12-month periods before reaching a maximum percentage in the high thirties of the total volumes distributed in the U.S.

for the final three years of the agreement.

In addition, the Company has agreed to provide the ANDA filers with a license to its patents required to manufacture and sell an unlimited quantity of a generic bupivacaine liposome injectable suspension in the U.S.

beginning on a confidential date in 2039.

In addition, in recognition of the Company’s expected savings with respect to, among other things, the avoidance of fees, costs, time and resources associated with continuing the litigations, the Company paid the ANDA filers $ 7.0 million.

This legal settlement cost was recorded within contingent consideration gains, acquisition-related expenses, restructuring and other in the three months ended March 31, 2025 in the Company’s condensed consolidated statement of operations.

Argentum Request for Ex Parte Reexamination of ’495 Patent

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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

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The Company believes that the royalty period under the agreement ended on December 24, 2021 with the expiration of its U.S.

Because of the disagreement over the interpretation of the agreement, in December 2021, the Company filed a declaratory judgment lawsuit in the U.S.

District Court for the District of Nevada (21-cv-02241).

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 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 Company will record a settlement gain within other operating income (expense), net in the condensed consolidated statement of operations.

In November 2023, the U.S.

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

During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with the 200-liter EXPAREL

Because of the disagreement over the interpretation of the agreement, in December 2021, the Company filed a declaratory judgment

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 31

manufacturing process to RDF under protest.

A trial was conducted in September 2024.

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

lawsuit in the U.S.

District Court for the District of Nevada (21-cv-02241).

The lawsuit sought a declaration from the court that the Company owed no royalties to RDF with respect to its EXPAREL product after December 24, 2021.

In August 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 its 45-liter manufacturing process as of December 24, 2021.

A trial as to whether royalties were owed on EXPAREL made under the Company’s enhanced, larger-scale manufacturing process was conducted in September 2024.

In April 2025, the Court issued judgment in favor of the Company.

As a result, the low single-digit royalty that the Company had been paying RDF is eliminated, and the Company is seeking repayment of up to $ 23.1 million, plus interest, from RDF, representing the royalties that the Company paid to RDF under protest on the collection of revenues of EXPAREL that occurred after December 24, 2021.

As the repayment has not yet been realized, the Company has not recognized this subsequent event.

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.

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

The Company has received notification from both the FDA and EMA 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.

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Refer to Note 10, Financial Instruments , for information on potential contingent milestone payments related to the Flexion Acquisition.

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

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

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

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

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 and was added to the Company’s portfolio as part of the Flexion Acquisition in November 2021.

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 Baylor includes a low single-digit royalty on net product sales of 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 17— 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.

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| Q1 2025 Form 10-Q | Page 32

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 GAAP (in thousands):

Three Months Ended

Revenues $ 168,923 $ 167,117

Adjusted cost of goods sold 32,590 46,288

Adjusted research and development 23,101 16,435

Adjusted selling and marketing 55,571 39,435

Adjusted general and administrative 20,609 24,329

Stock-based compensation 14,553 13,151

Amortization of acquired intangible assets 14,322 14,322

Changes in the fair value of contingent consideration ( 2,675 ) ( 3,806 )

Other 8,862 3,751

Total operating expenses 166,933 153,905

Total other income, net 6,716 428

Income before income taxes 8,706 13,640

Income tax expense ( 3,894 ) ( 4,661 )

Net income $ 4,812 $ 8,979

For information on the Company’s fixed assets located outside of the U.S., refer to Note 6, Fixed Assets .

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 33

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

'5x30', our growth and business strategy, our future outlook, our intellectual property and patent terms, our growth and future operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio, development programs, development of products, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and any other statements that are not historical facts.

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

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Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others:

the integration of our new chief executive officer;

the failure to realize the anticipated benefits and synergies from the acquisition of GQ Bio Therapeutics GmbH;

risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur;

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the outcome of any litigation;

the ability to successfully integrate any future acquisitions into our existing business;

the recoverability of our deferred tax assets;

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

Since its initial approval in 2011, more than 15 million patients have been treated with EXPAREL.

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

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

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

We are also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy for the treatment of OA of the knee.

PCRX-201 is the lead program from our proprietary high-capacity adenovirus, or HCAd, vector platform, which enables local administration of genetic medicines and has the potential to unlock gene therapy for large prevalent diseases affecting millions of people.

In February 2025, we acquired the remaining 81 percent equity interest in GQ Bio Therapeutics GmbH, or GQ Bio (the “GQ Bio Acquisition”), a privately-held biopharmaceutical company, which included the novel HCAd platform, a preclinical portion of HCAd-based assets and research and development talent.

For more information on the GQ Bio Acquisition, see Note 3, GQ Bio Therapeutics Acquisition , to our condensed consolidated financial statements included herein.

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

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and support legal matters.

Global Economic Conditions

Global Economic Conditions, Inflation and Tariffs

Direct and indirect effects of global economic conditions have in the past, and may continue to, negatively impact our business, financial condition and results of operations.

Such impacts may include the effect of prolonged periods of inflation which could, among other things, result in higher costs for labor, raw materials and services;

Such impacts may include the effect of prolonged periods of inflation or the imposition of tariffs, which could, among other things, result in higher costs for labor, raw materials, equipment and other goods and services;

cause patients to defer or cancel medical procedures, thereby adversely impacting our revenues;

and negatively impact our suppliers which could result in longer lead-times or the inability to secure a sufficient supply of materials.

There has been no material impact related to tariffs to date.

The current macroeconomic environment remains dynamic and subject to rapid and possibly material changes.

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

Recent Highlights & Developments

• In August 2024, the U.S.

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

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

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

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

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

Recent Highlights

• In April 2025, we, along with our operating subsidiary Pacira Pharmaceuticals, Inc., settled our litigations with Fresenius Kabi USA, LLC, eVenus Pharmaceuticals Laboratories, Inc.

and Jiangsu Hengrui Pharmaceuticals Co., Ltd., (together, the “Fresenius Parties”), related to patents for EXPAREL.

As part of the settlement, the Fresenius Parties will be enjoined from marketing a generic bupivacaine liposome injectable suspension before the expiration of the patents-in-suit, except as provided for in the settlement, as we have agreed to provide the Fresenius Parties with a license to our patents required to manufacture and sell certain volume-limited amounts of a generic bupivacaine liposome injectable suspension in the U.S.

beginning on a confidential date in early 2030.

In addition, we have agreed to provide the Fresenius Parties with a license to our patents required to manufacture and sell an unlimited quantity of a generic bupivacaine liposome injectable suspension in the U.S.

beginning on a confidential date in 2039.

The license will permit entry of a generic bupivacaine liposome injectable suspension before the July 2, 2044 expiration date of the last-to-expire Orange Book-listed patents for EXPAREL.

For more information, see Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein.

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

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

November 14–19, 2024.

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| Q1 2025 Form 10-Q | Page 35

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

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

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

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

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

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

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

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

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

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

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

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

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

Most recently, Mr.

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

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

Cross currently serves on the Board of Directors.

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

and Wells Fargo Securities, LLC.

• In April 2025, the U.S.

District Court, District of Nevada issued judgment in our favor that royalties were not owed to the Research Development Foundation, or RDF, on EXPAREL manufactured under our enhanced, larger-scale manufacturing process.

As a result, this judgment means that the low single-digit royalty that we had been paying RDF is eliminated, thus directly benefitting our cost of goods sold and gross margin.

Additionally, we are seeking repayment of up to $23.1 million, plus interest, from RDF, representing the royalties that we paid to RDF under protest on the collection of revenues of EXPAREL that occurred after December 24, 2021, the expiration date of U.S.

• In April 2025, we announced that the first patient was dosed in our Phase 2 ASCEND study evaluating the safety and efficacy of PCRX-201 for the treatment of OA of the knee.

The two-part, multicenter ASCEND study will involve approximately 135 patients, 45 to 80 years old with painful OA of the knee at a Kellgren-Lawrence (K-L) Grade of 2, 3 or 4.

The primary endpoint is the number and percent of treatment-emergent adverse events, adverse events of special interest, and serious adverse events for PCRX-201 plus steroid pretreatment versus saline plus steroid pretreatment from Week 1 through Week 52.

The study’s secondary and exploratory endpoints include efficacy assessments such as changes in pain and physical function from baseline at Weeks 38 and 52.

• In March 2025, the United States Patent and Trademark Office issued U.S.

12,251,468 (the ‘468 patent) claiming EXPAREL composition made by our large-scale batch process in San Diego, California, which demonstrated a more consistent and stable multivesicular liposome as measured by an in vitro release assay (IVRA).

The ‘468 patent marks the 18 th EXPAREL patent listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”) and additional patents are expected to be forthcoming.

The ‘468 patent has an expiration date of July 2, 2044.

• In February 2025, Pacira Therapeutics, Inc., our wholly-owned subsidiary, entered into a securities purchase agreement to acquire the remaining 81 percent of GQ Bio that we did not already own for $30.3 million, net of working capital adjustments.

The transaction builds upon our previous investments in GQ Bio, as well as the two companies’ partnership for the development of a commercially scalable manufacturing process for PCRX-201 and other products utilizing GQ Bio’s HCAd gene therapy vector platform.

We intend to maintain GQ Bio’s operations and invest in its HCAd gene therapy vector platform and innovative products built on the platform, leveraging our clinical, regulatory and commercial capabilities.

We believe the transaction provides us with substantial expected financial benefits by eliminating our obligations for up to $64.0 million in potential future milestone payments, including a $4.5 million milestone payment that would have been due upon the initiation of the Phase 2 ASCEND clinical trial of PCRX-201.

For more information, see Note 3, GQ Bio Therapeutics Acquisition , to our condensed consolidated financial statements included herein.

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

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

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| Q1 2025 Form 10-Q | Page 36

EXPAREL Clinical Benefits

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 35

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

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shortly thereafter.

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

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

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

ZILRETTA Clinical Benefits

ZILRETTA combines TA, a commonly administered steroid, with a proprietary, extended-release microsphere technology to administer extended therapeutic concentrations in the joint and persistent analgesic effect.

ZILRETTA combines TA with a proprietary, extended-release microsphere technology to administer extended therapeutic concentrations in the joint and persistent analgesic effect.

Based on the strength of its pivotal and other clinical trials, we believe that ZILRETTA represents an important treatment option for the millions of patients in the U.S.

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 37

iovera° Clinical Benefits

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 36

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

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

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

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

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

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

In December 2024, we received FDA clearance to market a new iovera° Smart Tip designed to access the medial branch nerves to manage chronic low back pain.

Millions of Americans suffer from chronic low back pain.

It often leads to poor quality of life, disability, lost wages, and persistent prescription opioid use.

The first phase of the launch is underway with an initial focus on spine key opinion leaders to gather insights and feedback before expanding to a broader targeted audience.

A pilot randomized control trial evaluating iovera° versus radiofrequency ablation for the treatment of lower back pain showed that iovera° had significantly greater improvements in pain and disability and required fewer injections over a year.

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

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

We are advancing a registration trial to evaluate the efficacy and safety of iovera° for treating spasticity.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 38

The Osteoarthritis Market

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

With ZILRETTA, we now offer clinicians the flexibility to individualize OA knee pain treatment with either ZILRETTA or a drug-free nerve block with iovera° based on patient factors and preference, physician training, site of care and reimbursement considerations.

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 37

Clinicians have the flexibility to individualize OA knee pain treatment with either ZILRETTA or a drug-free nerve block with iovera° based on patient factors and preference, physician training, site of care and reimbursement considerations.

The HCAd Platform

Our proprietary HCAd vector platform solves many of the challenges in the field of genetic medicine that have prevented its utilization in treating common diseases like OA.

Key features include:

• The HCAd vector is much more efficient at delivering genes into cells compared to many other gene therapies that rely on adenovirus associated virus, or AAV, vectors.

As a result, the desired effect can be achieved with much smaller doses;

• The vector used in the HCAd platform can carry up to 30,000 base pairs of DNA, which enables gene therapy with multiple or larger genes compared to AAV vectors;

• Genetic medicines based on the HCAd platform can be administered locally and have the potential for redosing at therapeutically appropriate intervals.

Lower dose levels and efficient delivery of genes into cells means that thousands of doses can be produced in a single batch.

As a result, any therapies built on the HCAd platform are expected to have a commercially attractive and viable cost of goods profile.

Clinical Development Programs

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

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

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

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

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

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

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

PCRX-201 is the lead program from our HCAd platform and we believe it underscores its promise for treating common diseases given its encouraging data in OA.

PCRX-201 is targeting the IL-1 pathway, which triggers inflammation in response to pathogens and cellular stress.

IL-1Ra is a core regulator of this pathway and helps to keep inflammation in balance by turning off the IL-1 pathway when it’s not needed.

As people get older, their bodies have a more challenging time maintaining that balance resulting in chronic IL1-driven inflammation that eventually causes joint damage and pain.

After injection of PCRX-201, the HCAd vector enters joint cells and turns them into factories to boost cellular IL-1Ra production, which blocks IL-1 pathway activation to reduce inflammation and pain in the knee.

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

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

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

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

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

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

In all 3 doses, over 70% of patients saw a more than 50% improvement in pain compared to baseline at week 16 and 78.

PCRX-201 was well-tolerated with no serious treatment-emergent adverse events related to the treatment or procedure reported regardless of steroid pretreatment or dose level administered.

While other therapies typically provide relief for three to six months, PCRX-201 has shown the potential to set a new standard with pain relief lasting at least 2 years from a single injection.

Given these highly encouraging Phase 1 data, we are advancing a Phase 2 clinical study in knee OA.

The two-part, multicenter study—known as ASCEND—will involve approximately 135 patients, 45 to 80 years old with painful OA of the knee at a Kellgren-Lawrence (K-L) Grade of 2, 3 or 4.

Subjects are randomly assigned to a treatment dose group and stratified by K-L Grade, a semiquantitative method for evaluating the severity of OA on a scale of 0-4.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 39

ASCEND will evaluate two doses of PCRX-201, Dose A is 1.4 x 10 10 genome copies and Dose B is 1.4 x 10 11 genome copies.

Patients are being randomized 1:1:1 to Dose A, Dose B or saline.

All cohorts will receive concurrent pretreatment with an intraarticular corticosteroid (methylprednisolone 40 mg), a technique common in gene therapy dosing to improve tolerability and gene transfer.

Part A of the study will randomize approximately 45 patients and Part B will randomize approximately 90 patients.

The drug product used in Part B of the study will be manufactured using our newly developed, suspension-based batch manufacturing process intended for commercial scale-up.

Pacira expects to report topline results from Part A of the study before the end of 2026.

For both Parts A and B of the study, the primary endpoint is the number and percent of treatment-emergent adverse events, adverse events of special interest, and serious adverse events for PCRX-201 plus steroid pretreatment versus saline plus steroid pretreatment from Week 1 through Week 52.

The study’s secondary and exploratory endpoints include efficacy assessments such as changes in pain and physical function from baseline at Weeks 38 and 52.

Efficacy will be measured using the Numerical Rating Scale (NRS), WOMAC and KOOS.

Biomarkers, including structural endpoints, as well as immunogenicity and biodistribution will also be evaluated and all subjects will be followed for 5 years.

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

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

RMAT designation provides the benefits of intensive FDA guidance on efficient drug development, including the ability for early interactions with the FDA to discuss surrogate or intermediate endpoints, potential ways to support accelerated approval and satisfy post-approval requirements, potential priority review of the Biologics License Application and other opportunities to expedite development and review.

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

PCRX-201 was also granted Advanced Therapy Medicinal Products (ATMP) designation by the European Medicines Agency in May 2023.

External Innovation

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 38

Company Development Stage Description of Platform Technology Potential Therapeutic Areas

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Phase 1-Ready CX-011, a small molecule modulator of gp130 formulated as an IA injection designed to slow joint degeneration by mediating IL-6 cytokines Knee OA

Genascence Corporation Phase 1b Adeno-associated virus (AAV) based gene therapy engineered to deliver Interleukin-1 Receptor Antagonist (IL-1Ra) to target cells in joint(s)

GQ Bio Therapeutics GmbH Preclinical High-capacity adenovirus (HCAd) based gene therapy engineered to deliver DNA to target cells in joint(s) and intervertebral disc(s)

Knee OA and degenerative disc disease (DDD)

Spine BioPharma, LLC Phase 3 SB-01, a 7-amino acid chain peptide that binds to and induces down regulation of transforming growth factor, beta 1 (TGFβ1)

Degenerative disc disease (DDD)

Genascence Corporation Phase 1b Adeno-associated virus (AAV) based gene therapy engineered to deliver Interleukin-1 Receptor Antagonist (IL-1Ra) to target cells in joint(s) Knee OA

Spine BioPharma, LLC Phase 3 SB-01, a 7-amino acid chain peptide that binds to and induces down regulation of transforming growth factor, beta 1 (TGFβ1) Degenerative disc disease (DDD)

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 40

Product Portfolio and Internal Pipeline

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| Q1 2025 Form 10-Q | Page 41

Pacira Training Facilities

We maintain and operate two Pacira Innovation and Training, or PIT, facilities—one in Tampa, Florida and one in Houston, Texas.

These sites were constructed with a singular goal in mind:

to advance education on best practice techniques to effectively manage acute pain while reducing or eliminating the need for opioids.

These facilities provide clinicians with flexible, state-of-the-art environments for interactive, hands-on instruction on the latest and most innovative local, regional and field block approaches for managing pain, improving patient care and enabling patient migration to the 23-hour stay environment.

Each of our PIT facilities feature distinct training spaces, including simulation labs equipped with ultrasound scanning stations;

lecture halls that feature liquid crystal display video walls to support live, virtual and global presentations;

and green-screen broadcast studios to livestream content with single or multiple hosts.

The PIT of Houston has both wet and dry lab space for cadaver and other interactive workshops.

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

Results of Operations

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

Comparison of the Three Months Ended March 31, 2025 and 2024

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

(ii) ZILRETTA in the U.S.;

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

(iii) iovera° in the U.S., Canada and the E.U.

and (iv) sales of our bupivacaine liposome injectable suspension product for veterinary use.

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

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Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Net product sales:

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Total revenues $ 168,923 $ 167,117 1%

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

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

EXPAREL revenue was also impacted by a 1% increase in selling price per unit in both periods related to a January 2024 price increase, net of increases in sales related allowances as a result of group purchasing organization contracting.

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

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

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

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

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

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 40

months ended September 30, 2024 versus 2023 primarily due to the sales mix of vial sizes and the timing of orders placed for veterinary use.

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

September 30, 2024 Returns

EXPAREL revenue increased 3% in the three months ended March 31, 2025 versus 2024.

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

EXPAREL revenue was also positively impacted by a 1% increase in net selling price per unit related to a January 2025 price increase, partially offset by increases in sales-related allowances as a result of group purchasing organization contracting.

ZILRETTA revenue decreased 10% in the three months ended March 31, 2025 versus 2024 due to an 11% decrease in kit volume.

Our ZILRETTA volume was impacted by the restructuring of our field-based team in the fourth quarter of 2024, as our existing sales force was realigned to focus on EXPAREL and a new sales team was hired to support ZILRETTA.

This transition impacted first quarter sales as ZILRETTA is a promotionally sensitive product.

The decrease was partially offset by a 1% increase in net selling price per unit set in January 2025.

The increase in net selling price per unit is related to a 4% increase in gross selling price per unit, partially offset by higher sales-related allowances.

Net product sales of iovera° increased 2% in the three months ended March 31, 2025 versus 2024 primarily due to a 1% increase in Smart Tip net selling price per unit.

Bupivacaine liposome injectable suspension revenue increased 3% and its related royalties increased 3% in the three months ended March 31, 2025 versus 2024, respectively, primarily due to the sales mix of vial sizes and the timing of orders placed for veterinary use.

The following tables provide a summary of activity with respect to our sales-related allowances and accruals related to EXPAREL and ZILRETTA for the three months ended March 31, 2025 and 2024 (in thousands):

March 31, 2025 Returns

Allowances Prompt

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Provision 225 3,384 5,223 35,003 1,094 44,929

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

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

September 30, 2023 Returns

Payments (150) (3,276) (6,080) (36,149) (1,403) (47,058)

Balance at March 31, 2025 $ 1,675 $ 1,416 $ 4,018 $ 3,717 $ 1,398 $ 12,224

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 42

March 31, 2024 Returns

Allowances Prompt

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Provision 76 3,057 4,771 25,800 636 34,340

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

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

Total reductions of gross product sales from sales-related allowances and accruals were $108.8 million and $95.5 million, or 17.6% and 16.3% of gross product sales, for the nine months ended September 30, 2024 and 2023, respectively.

Payments (175) (3,087) (5,064) (26,320) (333) (34,979)

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

Total reductions of gross product sales from sales-related allowances and accruals were $44.9 million and $34.3 million, or 21.1% and 17.1% of gross product sales, for the three months ended March 31, 2025 and 2024, respectively.

The overall 4.0% increase in sales-related allowances and accruals as a percentage of gross product sales was primarily related to accruals as a result of higher chargeback-related allowances from expanded contracting efforts.

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Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Cost of goods sold $ 34,306 $ 47,416 (28)%

Gross margin 80 % 72 %

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

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

Gross margin increased eight percentage points in the three months ended March 31, 2025 versus 2024 primarily due to lower ZILRETTA and EXPAREL inventory reserves and improved product costs due to higher volumes manufactured in order to enhance the level of inventory on hand.

In April 2025, the U.S.

District Court, District of Nevada, concluded we were no longer obligated to pay royalties to RDF for EXPAREL manufactured under our enhanced, larger-scale manufacturing process.

As a result, during the three months ended March 31, 2025, EXPAREL did not incur royalty expense.

For more information, see Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein.

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

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| Q3 2024 Form 10-Q | Page 41

Research and Development Expenses

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

Product development and manufacturing capacity expansion expenses include development costs for our products and PCRX-201, which include personnel, research equipment, materials and contractor costs for process development and product candidates, development costs related to significant scale-ups of our manufacturing capacity and facility costs for our research space.

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

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

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 43

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

Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Clinical and preclinical development $ 12,607 $ 6,346 99%

Product development and manufacturing capacity expansion 7,239 9,419 (23)% 21,952 26,396 (17)%

Product development 8,078 7,395 9%

Regulatory and other 2,416 2,694 (10)%

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% of total revenues 15 % 11 %

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

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

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

For the nine months ended September 30, 2024 versus 2023, these increases were partially offset by the winding down of a PCRX-201 Phase 1 trial for knee OA as two-year follow-up visits of subjects were completed in November 2023.

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

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

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

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

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

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

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

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 42

Total research and development expense increased 39% in the three months ended March 31, 2025 versus 2024.

Clinical and preclinical development expense increased 99% in the three months ended March 31, 2025 versus 2024 due to start-up expenses related to the PCRX-201 Phase 2 ASCEND trial for knee OA, ongoing site start-up and enrollment in a ZILRETTA shoulder trial, an EXPAREL pediatric trial and an iovera° spasticity trial, as well as additional headcount to support clinical initiatives.

We expect to continue investing in our clinical and preclinical development programs throughout 2025.

Product development expense increased 9% in the three months ended March 31, 2025 versus 2024, primarily attributable to investing into our preclinical product pipeline.

These increases were partially offset by the completion of pre-commercial scale-up activities of our enhanced, larger-scale EXPAREL manufacturing capacity at our Science Center Campus in San Diego, California, which the FDA approved in February 2024 and was placed into service in July 2024.

Regulatory and other expense decreased 10% in the three months ended March 31, 2025 versus 2024 due to a realignment of medical communication activities, partially offset by additional sites related to our iGOR registry study.

Stock-based compensation expense increased 24% in the three months ended March 31, 2025 versus 2024 primarily due to increased headcount in research and development personnel as well as the shifting of our annual equity grant to the first quarter in 2025.

Selling, General and Administrative Expenses

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Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Sales and marketing $ 55,571 $ 39,435 41%

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% of total revenues 51 % 43 %

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

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

The three and nine months increase was driven by investing in programs to drive awareness and education for our customers and enhance our marketing, market access and reimbursement teams and value creation for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in HOPD settings and iovera° at up to an additional $255.85 when providers administer iovera° in ASC and HOPD settings beginning in January 2025 as part of the NOPAIN Act.

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

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

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

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

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

The nine month increase was primarily driven by third-party management consulting to assess strategic opportunities and market assessments for our products and compensatory costs associated with the transition to our new Chief Executive Officer effective January 2, 2024, which include compensation related to the current Chief Executive Officer and to the former Chief Executive Officer who remains an advisor to the Company in a consulting capacity.

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

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

Amortization of Acquired Intangible Assets

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

Total selling, general and administrative expense increased 20% in the three months ended March 31, 2025 versus 2024.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 44

Sales and marketing expense increased 41% in the three months ended March 31, 2025 versus 2024 driven by investing in programs to drive awareness and education for our customers and enhance our marketing, market access and reimbursement teams and value creation for the implementation of separate Medicare reimbursement for EXPAREL at average sales price plus 6 percent in hospital outpatient department, or HOPD, settings and iovera° at up to an additional $255.85 when providers began administering iovera° in ambulatory surgery centers and HOPD settings in January 2025 as part of the NOPAIN Act.

We also expanded the size of our sales force in the second half of 2024 in order to better extend our reach on each of our commercial products.

General and administrative expense decreased 16% in the three months ended March 31, 2025 versus 2024 primarily driven by a recovery of legal expenses in 2025 and higher compensatory costs associated with the transition to our new Chief Executive Officer recorded in the first quarter of 2024.

Stock-based compensation expense increased 33% for the three months ended March 31, 2025 versus 2024 primarily due to equity grants provided to new executive officers as well as the shifting of our annual equity grant to the first quarter in 2025.

Amortization of Acquired Intangible Assets

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

Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

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

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For more information, see Note 8, Goodwill and Intangible Assets , to our condensed consolidated financial statements included herein.

Goodwill Impairment

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

Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

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

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

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

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

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

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

Contingent Consideration (Gains) Charges, Restructuring Charges and Other

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

Contingent Consideration Gains, Acquisition-related Expenses, Restructuring and Other

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

Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

Flexion contingent consideration $ (3,244) $ 2,793 N/A $ (5,541) $ (3,847) 44%

March 31, % Increase / (Decrease)

Contingent consideration gains $ (2,675) $ (3,806) (30)%

Restructuring charges — 5,535 (100)%

Acquisition-related expenses 1,511 174 100% +

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

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

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

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

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

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

Accrued key employee holdback 351 — N/A

Legal settlement 7,000 — N/A

Total contingent consideration gains, acquisition-related expenses, restructuring and other $ 6,187 $ 1,903 100% +

Total contingent consideration gains, acquisition-related expenses, restructuring and other included net charges of $6.2 million and $1.9 million in the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, we recognized a contingent consideration gain of $2.7 million primarily due to revisions to the latest discount rates.

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

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

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| Q1 2025 Form 10-Q | Page 45

the milestones.

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

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

The restructuring plan included, among other things:

(i) reshaping the Company’s executive team;

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

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

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

As a result, d uring the three and nine months ended September 30, 2024, we recognized restructuring charges of $1.2 million and $7.7 million, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

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

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

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

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

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

Other Income (Expense), Net

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

During the three months ended March 31, 2025, we recognized acquisition-related expenses of $1.5 million primarily related to legal expenses and third-party consulting fees associated with the GQ Bio Acquisition.

During the three months ended March 31, 2025, we recognized legal settlement costs of $7.0 million related to the settlement of the patent infringement suits against the Fresenius Parties.

For more information, see Note 3, GQ Bio Therapeutics Acquisition , Note 10, Financial Instruments, Note 15, Contingent Consideration Gains, Acquisition-related Expenses, Restructuring and Other and Note 16, Commitments and Contingencies, to our condensed consolidated financial statements included herein.

Other Income, Net

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

Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Interest income $ 6,895 $ 3,903 77%

Interest expense (4,580) (3,316) 38%

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

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

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

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

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

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

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

The 30% decrease in interest expense during the nine months ended September 30, 2024 versus 2023 was primarily driven by the lower outstanding principal associated with the TLA Term Loan (as defined below) that was entered into on March 31, 2023 which replaced our then-outstanding TLB Term Loan (as defined below) that had a higher principal balance and interest rate, partially offset by issuing the 2029 Notes in May 2024.

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

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

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| Q3 2024 Form 10-Q | Page 45

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

Other, net 4,401 (159) N/A

Total other income, net $ 6,716 $ 428 100% +

During the three months ended March 31, 2025 and 2024, we recognized total other income, net of $6.7 million and $0.4 million, respectively.

Interest income increased 77% in the three months ended March 31, 2025 versus 2024 due to higher overall investment balances as well as interest realized on a GQ Bio note receivable investment we had made prior to the GQ Bio Acquisition.

The 38% increase in interest expense during the three months ended March 31, 2025 versus 2024 was primarily driven by issuing the 2029 Notes (as defined below) in May 2024, partially offset by lower outstanding principal associated with the TLA Term Loan (as defined below).

For more information, see Note 9, Debt , to our condensed consolidated financial statements included herein.

The $4.4 million of other net income during the three months ended March 31, 2025 was primarily due to a realized gain associated with a previously acquired equity investment in GQ Bio that increased in fair value resulting from the GQ Bio Acquisition.

For more information, see Note 3, GQ Bio Therapeutics Acquisition , to our condensed consolidated financial statements included herein.

Income Tax Expense

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Three Months Ended

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

September 30, % Increase / (Decrease)

2024 2023 2024 2023

March 31, % Increase / (Decrease)

Income tax expense $ 3,894 $ 4,661 (16)%

Effective tax rate 45 % 34 %

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

The effective tax rates were 35% and 39% for the three and nine months ended September 30, 2023, respectively.

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

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

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

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

The effective tax rates were 45% and 34% for the three months ended March 31, 2025 and 2024, respectively.

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

The effective tax rate for the three months ended March 31, 2025 is primarily impacted by costs related to non-deductible executive compensation, non-deductible stock-based compensation and a non-US valuation allowance, partially offset by tax credits.

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| Q1 2025 Form 10-Q | Page 46

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

Liquidity and Capital Resources

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

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

As of March 31, 2025, we had an accumulated deficit of $201.5 million, cash and cash equivalents and available-for-sale investments of $493.6 million and working capital of $445.2 million.

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

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

Nine Months Ended

September 30,

Three Months Ended

Condensed Consolidated Statements of Cash Flows Data:

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Financing activities (2,994) (2,817)

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 46

Net increase in cash and cash equivalents $ 6,836 $ 30,754

Operating Activities

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

The increase of $49.2 million was primarily attributable to increased revenue with favorable gross margins, lower interest paid and a $13.0 million payment made in the prior year for a termination fee relating to a licensing agreement.

During the three months ended March 31, 2025, net cash provided by operating activities was $35.5 million, compared to $49.1 million during the three months ended March 31, 2024.

The decrease of $13.6 million was attributable to an increase in produced inventory days on hand and increased operating expenses driven by investing in programs to drive awareness and education for our customers and enhance our marketing, market access and reimbursement teams as well as increased clinical and preclinical expenses as we continue to invest in our pipeline development, partially offset by improvements in gross margin.

Investing Activities

During the nine months ended September 30, 2024, net cash used in investing activities was $82.9 million, which reflected $74.4 million of outflows from available-for-sale investment purchases (net of sales), as well as $8.5 million of capital expenditures for manufacturing product fill lines and for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California.

During the nine months ended September 30, 2023, net cash provided by investing activities was $69.2 million, which reflected proceeds from $89.3 million of available-for-sale investment sales (net of purchases), partially offset by purchases of fixed assets of $13.4 million for fill lines for our products and equipment for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California and purchases of equity and debt investments of $6.8 million.

During the three months ended March 31, 2025, net cash used in investing activities was $25.6 million, which reflected $16.7 million related to the cash consideration for the GQ Bio Acquisition (net of cash acquired), $8.5 million of capital expenditures for manufacturing product fill lines and the build-out of our new corporate headquarters in Brisbane, California, as well as $0.4 million of outflows from available-for-sale investment purchases (net of sales).

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

Financing Activities

During the nine months ended September 30, 2024, net cash provided by financing activities was $19.3 million, which primarily consisted of $287.5 million in proceeds from the issuance of the 2029 Notes.

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

Additionally, we paid the remaining $8.6 million of 3.375% convertible senior notes due 2024 assumed from the Flexion Acquisition (the “Flexion 2024 Notes”) upon their maturity and made $8.4 million voluntary prepayments associated with the TLA Term Loan.

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

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

During the nine months ended September 30, 2023, net cash used in financing activities was $181.3 million, which consisted of a $296.9 million repayment of TLB Term Loan principal as well as a $5.8 million prepayment penalty in connection with the retirement of the TLB Term Loan facility and $30.6 million repayments of TLA Term Loan principal, partially offset by the net proceeds from the TLA Term Loan of $149.6 million, proceeds from the exercise of stock options of $1.9 million and $1.7 million from the issuance of common stock through our ESPP.

During the three months ended March 31, 2025, net cash used in financing activities was $3.0 million, which primarily consisted of a $2.8 million voluntary prepayment associated with the TLA Term Loan.

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

See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion of the TLA Term Loan.

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 47

2028 Term Loan A Facility

4 unchanged sentences

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

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

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

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

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

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 47

no less than 1.50 to 1.00.

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

During the three months ended March 31, 2025, we made $2.8 million of voluntary principal prepayments.

During the year ended December 31, 2024, we made $11.3 million of voluntary principal prepayments.

As of March 31, 2025, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.40%.

The TLA Credit Agreement requires us 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 us 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 September 30, 2024, we were in compliance with all financial covenants under the TLA Credit Agreement.

As of March 31, 2025, we were in compliance with all financial covenants under the TLA Credit Agreement.

See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion.

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The 2029 Notes mature on May 15, 2029.

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

At March 31, 2025, all $287.5 million of principal was outstanding on the 2029 Notes.

See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion.

5 unchanged sentences

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

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

At March 31, 2025, the outstanding principal on the 2025 Notes was $202.5 million.

See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion.

2 unchanged sentences

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

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 48

• the cost and timing of the potential milestone payments to former Flexion stockholders, which could be up to an aggregate of $372.3 million if certain regulatory and commercial milestones are met.

See Note 10, Financial Instruments , to our condensed consolidated financial statements included herein for more information;

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

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

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

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 48

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

• the costs of performing additional clinical trials for our products and product candidates, including the additional pediatric trials required by the FDA and EMA as a condition of the approval of EXPAREL and clinical trials for PCRX-201;

• the costs for the development and commercialization of other product candidates;

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

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

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

• the timing and the number of shares of our common stock repurchased through our $300.0 million share repurchase program announced in April 2025, which has an expiration date of December 31, 2026.

For more information, see Note 11, Stockholders' Equity , to our condensed consolidated financial statements included herein.

We may require additional debt or equity financing to meet our future operating and capital requirements.

2 unchanged sentences

Critical Accounting Estimates

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

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

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

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

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

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

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

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

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

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

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

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

For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our consolidated financial statements, refer to our 2024 Annual Report .

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

Pacira BioSciences, Inc.

| Q3 2024 Form 10-Q | Page 49

There have been no significant changes to our critical accounting policies nor any recently issued accounting pronouncements that are expected to have a material impact on our financial results since December 31, 2024.

Contractual Obligations

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

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

The 2029 Notes mature on May 15, 2029.

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

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

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

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

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

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

There have been no material changes in our contractual obligations relating to our indebtedness, lease obligations and purchase obligations from those reported in our 2024 Annual Report.

For more information on our contractual obligations and commercial commitments, see Part II, Item 7 in our 2024 Annual Report .

Pacira BioSciences, Inc.

| Q1 2025 Form 10-Q | Page 49

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

What changed 10-Q

Item 1. Financial Statements