3 unchanged sentences
(In thousands, except share and per share amounts)
+Added: September 30,
2025 December 31,
18 unchanged sentences
Lease liabilities 9,748 8,887
−Removed: Current portion of convertible senior notes, net 202,397 201,776
+Added: Current portion of long-term debt, net — 201,776
Total current liabilities 107,078 309,920
−Removed: Convertible senior notes, net 280,267 279,334
Long-term debt, net 376,721 383,545
8 unchanged sentences
5,000,000 shares authorized;
−Removed: none issued and outstanding at June 30, 2025 and December 31, 2024
+Added: none issued and outstanding at September 30, 2025 and December 31, 2024
Common stock, par value $ 0.001 ;
250,000,000 shares authorized;
−Removed: 47,690,595 shares issued and 44,897,766 shares outstanding at June 30, 2025 and 47,077,844 shares issued and 46,240,604 shares outstanding at December 31, 2024
−Removed: Treasury stock, at cost, inclusive of excise tax and broker fees, 2,792,829 and 837,240 shares at June 30, 2025 and December 31, 2024, respectively
+Added: 47,735,248 shares issued and 42,965,902 shares outstanding at September 30, 2025 and 47,077,844 shares issued and 46,240,604 shares outstanding at December 31, 2024
+Added: Treasury stock, at cost, inclusive of excise tax and broker fees, 4,769,346 and 837,240 shares at September 30, 2025 and December 31, 2024, respectively
( 125,543 ) ( 25,121 )
6 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 4
+Added: | Q3 2025 Form 10-Q | 2
PACIRA BIOSCIENCES, INC.
2 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
7 unchanged sentences
Amortization of acquired intangible assets 14,322 14,322 42,966 42,966
−Removed: Contingent consideration (gains) charges, acquisition-related expenses, restructuring and other 634 2,735 6,470 4,638
+Added: Goodwill impairment — 163,243 — 163,243
+Added: Contingent consideration charges (gains), acquisition-related expenses, restructuring and other 6,791 ( 1,766 ) 13,261 2,872
Total operating expenses 173,154 308,100 512,687 611,788
−Removed: Income from operations 8,499 28,240 10,489 41,452
−Removed: Other (expense) income:
+Added: Income (loss) from operations 6,362 ( 139,527 ) 16,851 ( 98,075 )
+Added: Other income (expense):
Interest income 8,534 5,482 20,437 14,134
Interest expense ( 4,279 ) ( 4,689 ) ( 13,554 ) ( 11,889 )
−Removed: Gain on early extinguishment of debt — 7,518 — 7,518
+Added: (Loss) gain on early extinguishment of debt ( 983 ) — ( 983 ) 7,518
Other, net ( 110 ) ( 122 ) ( 6,448 ) ( 320 )
−Removed: Total other (expense) income, net ( 10,426 ) 8,344 ( 3,710 ) 8,772
−Removed: (Loss) income before income taxes ( 1,927 ) 36,584 6,779 50,224
+Added: Total other income (expense), net 3,162 671 ( 548 ) 9,443
+Added: Income (loss) before income taxes 9,524 ( 138,856 ) 16,303 ( 88,632 )
Income tax expense ( 4,092 ) ( 4,610 ) ( 10,906 ) ( 26,969 )
−Removed: Net (loss) income $ ( 4,847 ) $ 18,886 $ ( 35 ) $ 27,865
−Removed: Net (loss) income per common share:
−Removed: Basic net (loss) income per common share $ ( 0.11 ) $ 0.41 $ ( 0.00 ) $ 0.60
−Removed: Diluted net (loss) income per common share $ ( 0.11 ) $ 0.39 $ ( 0.00 ) $ 0.58
+Added: Net income (loss) $ 5,432 $ ( 143,466 ) $ 5,397 $ ( 115,601 )
+Added: Net income (loss) per common share:
+Added: Basic and diluted net income (loss) per common share $ 0.12 $ ( 3.11 ) $ 0.12 $ ( 2.50 )
Weighted average common shares outstanding:
3 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 5
+Added: | Q3 2025 Form 10-Q | 3
PACIRA BIOSCIENCES, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
−Removed: Net (loss) income $ ( 4,847 ) $ 18,886 $ ( 35 ) $ 27,865
+Added: Net income (loss) $ 5,432 $ ( 143,466 ) $ 5,397 $ ( 115,601 )
Other comprehensive income (loss):
−Removed: Net unrealized loss on investments, net of tax ( 45 ) ( 52 ) ( 131 ) ( 160 )
+Added: Net unrealized gain (loss) on investments, net of tax 29 597 ( 102 ) 437
Foreign currency translation adjustments 32 ( 24 ) 3,882 ( 6 )
−Removed: Total other comprehensive income (loss) 2,711 ( 47 ) 3,719 ( 142 )
−Removed: Comprehensive (loss) income $ ( 2,136 ) $ 18,839 $ 3,684 $ 27,723
+Added: Total other comprehensive income 61 573 3,780 431
+Added: Comprehensive income (loss) $ 5,493 $ ( 142,893 ) $ 9,177 $ ( 115,170 )
See accompanying notes to condensed consolidated financial statements.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 6
+Added: | Q3 2025 Form 10-Q | 4
PACIRA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024
+Added: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(In thousands)
4 unchanged sentences
Common Shares Treasury Shares Common Stock Treasury Stock Total
−Removed: Balance at March 31, 2025 47,121 ( 837 ) $ 47 $ ( 25,121 ) $ 1,023,808 $ ( 201,544 ) $ 1,351 $ 798,541
+Added: Balance at June 30, 2025 47,691 ( 2,793 ) $ 48 $ ( 75,515 ) $ 1,035,563 $ ( 206,391 ) $ 4,062 $ 757,767
+Added: Exercise of stock options 1 — — — 12 — — 12
Vested restricted stock units 43 — — — ( 1 ) — — ( 1 )
Common stock withheld for employee withholding tax liabilities on vested restricted stock units — — — — ( 7 ) — — ( 7 )
−Removed: Common stock issued under employee stock
−Removed: purchase plan 101 — — — 1,569 — — 1,569
Stock-based compensation — — — — 13,978 — — 13,978
1 unchanged sentence
Other comprehensive income (Note 11) — — — — — — 61 61
−Removed: Net loss — — — — — ( 4,847 ) — ( 4,847 )
−Removed: Balance at June 30, 2025 47,691 ( 2,793 ) $ 48 $ ( 75,515 ) $ 1,035,563 $ ( 206,391 ) $ 4,062 $ 757,767
+Added: Net income — — — — — 5,432 — 5,432
+Added: Balance at September 30, 2025 47,735 ( 4,769 ) $ 48 $ ( 125,543 ) $ 1,049,545 $ ( 200,959 ) $ 4,123 $ 727,214
Number of Shares Outstanding Additional
3 unchanged sentences
Common Shares Treasury Shares Common Stock Treasury Stock Total
−Removed: Balance at March 31, 2024 46,517 — $ 47 $ — $ 989,780 $ ( 97,817 ) $ 152 $ 892,162
+Added: 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 )
−Removed: Common stock issued under employee stock
−Removed: purchase plan 56 — — — 1,364 — — 1,364
Stock-based compensation — — — — 13,230 — — 13,230
−Removed: Purchase of treasury stock, inclusive of excise tax — ( 837 ) — ( 25,121 ) — — — ( 25,121 )
−Removed: Purchase of capped call transaction, net of tax — — — — ( 20,112 ) — — ( 20,112 )
−Removed: Other comprehensive loss (Note 11) — — — — — — ( 47 ) ( 47 )
−Removed: Net income — — — — — 18,886 — 18,886
−Removed: Balance at June 30, 2024 46,954 ( 837 ) $ 47 $ ( 25,121 ) $ 983,178 $ ( 78,931 ) $ 105 $ 879,278
+Added: Other comprehensive income (Note 11) — — — — — — 573 573
+Added: Net loss — — — — — ( 143,466 ) — ( 143,466 )
+Added: Balance at September 30, 2024 46,985 ( 837 ) $ 47 $ ( 25,121 ) $ 996,376 $ ( 222,397 ) $ 678 $ 749,583
See accompanying notes to condensed consolidated financial statements.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 7
+Added: | Q3 2025 Form 10-Q | 5
PACIRA BIOSCIENCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
+Added: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(In thousands)
5 unchanged sentences
Balance at December 31, 2024 47,078 ( 837 ) $ 47 $ ( 25,121 ) $ 1,009,435 $ ( 206,356 ) $ 343 $ 778,348
+Added: Exercise of stock options 1 — — — 12 — — 12
Vested restricted stock units 765 — 1 — — — — 1
5 unchanged sentences
Other comprehensive income (Note 11) — — — — — — 3,780 3,780
−Removed: Net loss — — — — — ( 35 ) — ( 35 )
−Removed: Balance at June 30, 2025 47,691 ( 2,793 ) $ 48 $ ( 75,515 ) $ 1,035,563 $ ( 206,391 ) $ 4,062 $ 757,767
+Added: Net income — — — — — 5,397 — 5,397
+Added: Balance at September 30, 2025 47,735 ( 4,769 ) $ 48 $ ( 125,543 ) $ 1,049,545 $ ( 200,959 ) $ 4,123 $ 727,214
Number of Shares Outstanding Additional
11 unchanged sentences
Purchase of capped call transaction, net of tax — — — — ( 20,112 ) — — ( 20,112 )
−Removed: Other comprehensive loss (Note 11) — — — — — — ( 142 ) ( 142 )
−Removed: Net income — — — — — 27,865 — 27,865
−Removed: Balance at June 30, 2024 46,954 ( 837 ) $ 47 $ ( 25,121 ) $ 983,178 $ ( 78,931 ) $ 105 $ 879,278
+Added: Other comprehensive income (Note 11) — — — — — — 431 431
+Added: Net loss — — — — — ( 115,601 ) — ( 115,601 )
+Added: Balance at September 30, 2024 46,985 ( 837 ) $ 47 $ ( 25,121 ) $ 996,376 $ ( 222,397 ) $ 678 $ 749,583
See accompanying notes to condensed consolidated financial statements.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 8
+Added: | Q3 2025 Form 10-Q | 6
PACIRA BIOSCIENCES, INC.
1 unchanged sentence
(In thousands)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Operating activities:
−Removed: Net (loss) income $ ( 35 ) $ 27,865
−Removed: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
+Added: Net income (loss) $ 5,397 $ ( 115,601 )
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Goodwill impairment — 163,243
+Added: Indefinite-lived intangible asset impairment 25,866 —
+Added: Investment impairment 11,000 —
Deferred taxes 10,221 17,113
2 unchanged sentences
Amortization of debt discount 101 70
−Removed: Gain on early extinguishment of debt — ( 7,518 )
+Added: Loss (gain) on early extinguishment of debt 983 ( 7,518 )
Stock-based compensation 44,003 38,905
Changes in contingent consideration ( 2,407 ) ( 5,541 )
−Removed: Impairment of investment 11,000 —
−Removed: Other net (gains) losses ( 5,887 ) 109
+Added: Other net gains ( 5,887 ) ( 53 )
Changes in operating assets and liabilities:
14 unchanged sentences
Financing activities:
+Added: Proceeds from exercises of stock options 12 —
Proceeds from shares issued under employee stock purchase plan 1,569 1,364
2 unchanged sentences
Proceeds from 2029 convertible senior notes — 287,500
+Added: Proceeds from Revolving Credit Facility 101,000 —
Repayment of 2024 convertible senior notes — ( 8,641 )
1 unchanged sentence
Repayment of Term loan A facility ( 105,312 ) ( 8,438 )
+Added: Repayment of Revolving Credit Facility ( 5,000 ) —
Purchase of capped call transactions — ( 26,709 )
2 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents 337 —
−Removed: Net increase in cash and cash equivalents 23,710 93,755
+Added: Net (decrease) increase in cash and cash equivalents ( 129,185 ) 92,667
Cash and cash equivalents, beginning of period 276,774 153,298
2 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 9
+Added: | Q3 2025 Form 10-Q | 7
PACIRA BIOSCIENCES, INC.
1 unchanged sentence
(In thousands)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Supplemental cash flow information:
6 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 10
+Added: | Q3 2025 Form 10-Q | 8
PACIRA BIOSCIENCES, INC.
2 unchanged sentences
Pacira BioSciences, Inc.
−Removed: and its subsidiaries (collectively, the “Company” or “Pacira”) delivers innovative, non-opioid pain therapies to transform the lives of patients.
+Added: and its subsidiaries (collectively, the “Company” or “Pacira”) deliver innovative, non-opioid pain therapies to transform the lives of patients.
The Company’s long-acting, local analgesic, EXPAREL ® (bupivacaine liposome injectable suspension), was commercially launched in the United States, or U.S., in April 2012 and approved in select European countries and the United Kingdom, or U.K., in November 2021.
EXPAREL utilizes the Company’s proprietary multivesicular liposome, or pMVL, drug delivery technology that encapsulates drugs without altering their molecular structure and releases them over a desired period of time.
−Removed: 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).
+Added: 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 other than an interscalene brachial plexus nerve block, a sciatic nerve block in the popliteal fossa, and 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.
13 unchanged sentences
Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”).
−Removed: The condensed consolidated financial statements at June 30, 2025, and for the three and six-month periods ended June 30, 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.
+Added: The condensed consolidated financial statements at September 30, 2025, and for the three and nine-month periods ended September 30, 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.
4 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 11
+Added: | Q3 2025 Form 10-Q | 9
Concentration of Major Customers
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
10 unchanged sentences
Refer to Note 17, Segment Information , for more information.
−Removed: Recent Accounting Pronouncements Not Adopted as of June 30, 2025
+Added: Recent Accounting Pronouncements Not Adopted as of September 30, 2025
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures .
7 unchanged sentences
The Company is currently evaluating the impact of adopting ASU 2024-03 on its footnote disclosures.
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software .
+Added: The ASU amendment removed all references to prescriptive and sequential software development stages (referred to as project stages) throughout Subtopic 350-40.
+Added: This had been replaced by the requirement to start capitalizing software costs when both of the following occur:
+Added: (i) management has authorized and committed to funding a software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).
+Added: The ASU’s amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.
+Added: The ASU’s amendments may be adopted on a prospective, modified transition approach that is based on the status of a current project and whether software costs were capitalized before the date of adoption or retrospective basis.
+Added: The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.
NOTE 3— GQ BIO THERAPEUTICS ACQUISITION
1 unchanged sentence
Prior to the GQ Bio Acquisition, the Company owned approximately 19 % of GQ Bio.
−Removed: Included in the securities purchase agreement are payments of $ 7.8 million related to two employees’ payments to be recognized over three years pursuant to a key employee holdback agreement in increments of 50 %, 30 % and 20 % at each year’s respective anniversary.
−Removed: During the three and six months ended June 30, 2025, the Company accrued key employee holdback expenses of $ 1.1 million and $ 1.5 million, respectively.
+Added: Included in the securities purchase agreement is $ 7.8 million related to two employees’ payments to be recognized and paid over three years pursuant to a key employee holdback agreement in increments of 50 %, 30 % and 20 % at each year’s respective anniversary.
+Added: During the three and nine months ended September 30, 2025, the Company accrued key employee
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 10
+Added: holdback expenses of $ 1.2 million and $ 2.6 million, respectively.
The key employee holdback is subject to continued employment, and therefore the accrued payments are recognized as research and development expense within the condensed consolidated statements of operations.
2 unchanged sentences
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.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 12
The following table reconciles the purchase price for the remaining 81 % ownership to the total fair value of the GQ Bio Acquisition (in thousands):
14 unchanged sentences
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.
−Removed: 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.
+Added: The Company is finalizing its valuation of 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.
−Removed: | Q2 2025 Form 10-Q | Page 13
+Added: | Q3 2025 Form 10-Q | 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
−Removed: (as Previously
−Removed: Reported) (a)
+Added: (as Previously Reported) (a)
Measurement Period Adjustments (b)
22 unchanged sentences
(b) Represents an adjustment to a deferred tax liability, unrecorded liabilities related to pre-acquisition expenses that were paid by the Company in 2025.
−Removed: The acquired identifiable IPR&D assets were valued from a market participants’ perspective using a multi-period excess earnings methodology (income approach).
+Added: The acquired identifiable in-process research and development, or 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.
4 unchanged sentences
However, the Company is considering certain tax elections that would allow for the future deduction of the acquired goodwill and IPR&D intangible asset.
−Removed: During the six months ended June 30, 2025, GQ Bio did not earn any revenue.
+Added: During the nine months ended September 30, 2025, GQ Bio did not earn any revenue.
NOTE 4— REVENUE
2 unchanged sentences
(ii) ZILRETTA in the U.S.;
−Removed: (iii) iovera° in the U.S., Canada and Europe and (iv) sales of its bupivacaine liposome injectable suspension for veterinary use.
+Added: (iii) iovera° in the U.S., Canada, the E.U., and the U.K.
+Added: and (iv) sales of its bupivacaine liposome injectable suspension for veterinary use.
Royalty revenues are related to a collaborative licensing agreement from the sale of the Company’s bupivacaine liposome injectable suspension for veterinary use.
2 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 14
+Added: | Q3 2025 Form 10-Q | 12
Net Product Sales
22 unchanged sentences
Performance Obligations
−Removed: 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.
+Added: 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 contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
5 unchanged sentences
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 15
+Added: | Q3 2025 Form 10-Q | 13
Disaggregated Revenue
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
7 unchanged sentences
The components of inventories, net are as follows (in thousands):
−Removed: June 30, December 31,
+Added: September 30, December 31,
Raw materials $ 46,428 $ 50,800
3 unchanged sentences
In July 2025, the Company announced it decommissioned its 45-liter EXPAREL batch manufacturing suite located at its Science Center Campus in San Diego, California, and reduced its workforce accordingly.
−Removed: As a result, the Company reserved $ 1.0 million of raw materials during the six months ended June 30, 2025.
−Removed: For more information, see Note 18, Subsequent Events .
+Added: As a result, the Company reserved $ 1.0 million of raw materials related to that equipment during the nine months ended September 30, 2025.
NOTE 6— FIXED ASSETS
Fixed assets, net, summarized by major category, consist of the following (in thousands):
−Removed: June 30, December 31,
+Added: September 30, December 31,
Machinery and equipment $ 163,980 $ 160,643
6 unchanged sentences
Fixed assets, net $ 147,388 $ 167,169
−Removed: For the three months ended June 30, 2025 and 2024, depreciation expense was $ 13.0 million and $ 4.5 million, respectively.
−Removed: For the three months ended June 30, 2025 and 2024, there was none and $ 0.7 million of capitalized interest on the construction of manufacturing sites, respectively.
−Removed: For the six months ended June 30, 2025 and 2024, depreciation expense was $ 19.8 million and $ 8.6 million, respectively.
−Removed: For the six months ended June 30, 2025 and 2024, there was $ 0.1 million and $ 1.4 million of capitalized interest on the construction of manufacturing sites, respectively.
−Removed: As of June 30, 2025 and December 31, 2024, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located outside of the U.S.
−Removed: in the amount of $ 50.1 million and $ 51.1 million, respectively.
+Added: For the three months ended September 30, 2025 and 2024, depreciation expense was $ 6.9 million and $ 6.0 million, respectively.
+Added: For the three months ended September 30, 2025 and 2024, there was none and $ 0.5 million of capitalized interest on the construction of manufacturing sites, respectively.
+Added: For the nine months ended September 30, 2025 and 2024, depreciation expense was $ 26.7 million and $ 14.6 million, respectively.
+Added: For the nine months ended September 30, 2025 and 2024, there was $ 0.1 million and $ 1.9 million of capitalized interest on the construction of manufacturing sites, respectively.
+Added: In July 2025, the Company announced it decommissioned its 45-liter EXPAREL batch manufacturing suite located at its Science Center Campus in San Diego, California, and reduced its workforce accordingly.
+Added: As a result, the Company recognized $ 5.5 million of accelerated depreciation expense and disposed of $ 27.3 million of fully-depreciated leasehold improvements, machinery and equipment and, to a lesser extent, computer equipment and software associated with its 45-liter EXPAREL batch
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 16
−Removed: As of both June 30, 2025 and December 31, 2024, the Company had asset retirement obligations of $ 4.2 million, 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.
−Removed: In July 2025, the Company announced it decommissioned its 45-liter EXPAREL batch manufacturing suite located at its Science Center Campus in San Diego and reduced its workforce accordingly.
−Removed: As a result, the Company recognized $ 5.5 million of accelerated depreciation expense during the six months ended June 30, 2025.
−Removed: For more information, see Note 18, Subsequent Events .
+Added: | Q3 2025 Form 10-Q | 14
+Added: manufacturing suite during the nine months ended September 30, 2025.
+Added: The Company continues to operate its 200-liter EXPAREL batch manufacturing suite at the same facility.
+Added: As of September 30, 2025 and December 31, 2024, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located outside of the U.S.
+Added: in the amount of $ 43.8 million and $ 51.1 million, respectively.
+Added: As of September 30, 2025 and December 31, 2024, the Company had asset retirement obligations of $ 3.8 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.
NOTE 7— LEASES
The Company leases all of its facilities, including its EXPAREL and iovera° handpiece manufacturing facility at its Science Center Campus in San Diego, California.
−Removed: In 2025, the Company moved its principal executive offices to Brisbane, California.
+Added: In April 2025, the Company moved its principal executive offices to Brisbane, California.
The Company also has two embedded leases with Thermo Fisher Scientific Pharma Services in Swindon, U.K.
3 unchanged sentences
The Company had been recognizing sublease income for laboratory space leased in Woburn, Massachusetts from leases that were assumed as part of the Flexion Acquisition.
−Removed: In February 2024, the lease and sublease term concluded for the laboratory space in Woburn, Massachusetts.
−Removed: In April 2025, the lease and sublease term concluded for the office space in Burlington, Massachusetts.
+Added: In February 2024, the lease and sublease term concluded for the laboratory space in Woburn and in April 2025, a lease and sublease term concluded for 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):
−Removed: Three Months Ended Six Months Ended
−Removed: June 30, June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30, September 30,
2025 2024 2025 2024
4 unchanged sentences
Supplemental cash flow information related to operating leases is as follows (in thousands):
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Cash paid for operating lease liabilities, net of lease incentives $ 9,650 $ 9,686
3 unchanged sentences
The weighted average remaining lease terms and the weighted average discount rates are summarized as follows:
+Added: September 30,
Weighted average remaining lease term 4.56 years 5.36 years
1 unchanged sentence
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 17
+Added: | Q3 2025 Form 10-Q | 15
Maturities of the Company’s operating lease liabilities are as follows (in thousands):
Year Aggregate Minimum
−Removed: 2025 (remaining six months) $ 6,388
+Added: 2025 (remaining three months) $ 3,198
Thereafter 6,384
4 unchanged sentences
The Company’s goodwill arose from the GQ Bio Acquisition in February 2025.
+Added: As discussed below, the Company previously had goodwill resulting from the acquisition of Pacira Pharmaceuticals, Inc.
+Added: (the Company’s California operating subsidiary) from SkyePharma Holding, Inc.
+Added: (now a subsidiary of Vectura Group plc, a subsidiary of Molex Asia Holdings Ltd.) in 2007, the MyoScience Acquisition in 2019 and the Flexion Acquisition in 2021.
The change in the carrying value of the Company’s goodwill is summarized as follows (in thousands):
5 unchanged sentences
Foreign currency adjustments 2,218
−Removed: Balance at June 30, 2025 $ 20,300
+Added: Balance at September 30, 2025 $ 20,317
+Added: 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.
+Added: During the three months ended September 30, 2024, the U.S.
+Added: Food and Drug Administration, or FDA, approved a generic competitor to EXPAREL and a U.S.
+Added: District Court ruled that one of the Company’s patents was not valid.
+Added: 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.
+Added: This was performed by comparing the fair value of the Company to its carrying value.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Additional assumptions include forecasted growth rates, estimated discount rates and the probability of success for the Company’s product pipeline candidate products.
+Added: 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.
+Added: Such assumptions are subject to change due to changing economic and competitive conditions.
+Added: 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.
+Added: As a result, the then-goodwill balance of $ 163.2 million was fully impaired during the three months ended September 30, 2024.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 16
Intangible Assets
−Removed: 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):
−Removed: June 30, 2025 Gross Carrying Value Foreign Currency Adjustments Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives
+Added: Intangible assets, net, consists of the 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):
+Added: September 30, 2025 Gross Carrying Value Foreign Currency Adjustments Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives
Developed technologies $ 590,000 $ — $ ( 241,893 ) $ 348,107 10 years, 5 months
9 unchanged sentences
Total intangible assets, net $ 624,956 $ ( 198,986 ) $ 425,970
+Added: Amortization expense on intangible assets was $ 14.3 million for both the three months ended September 30, 2025 and 2024.
+Added: Amortization expense on intangible assets was $ 43.0 million for both the nine months ended September 30, 2025 and 2024.
+Added: 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 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.
+Added: As part of the GQ Bio Acquisition, the Company recognized $ 22.5 million of acquired IPR&D in February 2025.
+Added: See Note 3, GQ Bio Therapeutics Acquisition , for information on the GQ Bio Acquisition.
+Added: The Company reviews its indefinite-lived intangible assets for impairment annually and whenever an event or change in circumstances arises that indicates the carrying amount of an indefinite-lived intangible asset is at risk of not being recoverable.
+Added: During the three months ended September 30, 2025, the Company determined the fair value of the ZILRETTA acquired IPR&D for the treatment of shoulder OA pain may be at risk of impairment due to revised completion timelines for clinical trials and commercial availability which directly impacted revenue forecasts, among other factors.
+Added: The Company determined that these events indicated that it was more likely than not that the fair value of the acquired IPR&D may be less than its fair value.
+Added: The impairment assessment was conducted through a recoverability test by comparing the $ 33.9 million carrying value of the asset against the fair value through a discounted cash flow model based on new facts and circumstances.
+Added: The assessment resulted in a fair value of $ 8.0 million.
+Added: An impairment of $ 25.9 million was recognized within contingent consideration charges (gains), acquisition-related expenses, restructuring and other in the consolidated statements of operations for the three and nine months ended September 30, 2025 based on the amount its previous carrying value exceeded its updated fair value.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 18
−Removed: Amortization expense on intangible assets was $ 14.3 million for both the three months ended June 30, 2025 and 2024.
−Removed: Amortization expense on intangible assets was $ 28.6 million for both the six months ended June 30, 2025 and 2024.
−Removed: Assuming no changes in the gross carrying amount of these intangible assets, the future estimated amortization expense on the finite-lived intangible assets will be $ 28.6 million for the remaining six months of 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.
+Added: | Q3 2025 Form 10-Q | 17
The carrying value of the Company’s outstanding debt is summarized as follows (in thousands):
−Removed: June 30, December 31,
+Added: September 30, December 31,
Term loan A facility maturing March 2028 (1)
3 unchanged sentences
0.750 % Convertible senior notes due August 2025 (2)
−Removed: 202,397 201,776
+Added: Revolving Credit Facility (1)
Total $ 376,721 $ 585,321
−Removed: (1) In July 2025, the Company repaid the indebtedness outstanding under its TLA Credit Agreement (as defined below) and terminated the TLA Credit Agreement concurrently with its entry into the Revolving Credit Facility (as defined below), as discussed in Note 18, Subsequent Events .
+Added: (1) In July 2025, the Company repaid the indebtedness outstanding under its TLA Credit Agreement (as defined below) and terminated the TLA Credit Agreement concurrently with its entry into the Revolving Credit Facility (as defined below).
(2) The 0.750 % convertible senior notes matured and were repaid on August 1, 2025.
Revolving Credit Facility
−Removed: On July 3, 2025, the Company entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank, and certain lenders, to, among other things, retire the indebtedness outstanding under its single-advance term loan A facility and provide ongoing working capital.
+Added: On July 3, 2025, the Company entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, swingline lender and an issuing bank, and certain lenders, to, among other things, retire the indebtedness outstanding under the Company’s then-existing TLA Credit Agreement and provide ongoing working capital.
The Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate commitment amount of $ 300.0 million, with a letter of credit sublimit of $ 10.0 million and swingline loan sublimit of $ 15.0 million.
−Removed: Upon entering into the Credit Agreement, the Company borrowed $ 101.0 million under the Revolving Credit Facility.
−Removed: For more information, see Note 18, Subsequent Events .
+Added: The credit facility is secured by substantially all of the Company’s and each subsidiary guarantor’s assets and is scheduled to mature on July 3, 2030, subject to certain exceptions set forth in the Credit Agreement.
+Added: Subject to certain conditions, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of any existing class of term loans by requesting one or more incremental term facilities in an aggregate principal amount not to exceed the greater of $ 225.0 million and 100 % of Consolidated Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) (as defined in the Credit Agreement).
+Added: Each revolving loan borrowing which is an alternate base rate borrowing will bear interest at a rate per annum equal to (i) a base rate, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50 % to 2.25 %.
+Added: Each revolving loan borrowing which is a term benchmark borrowing or daily simple SOFR (as defined in the Credit Agreement) borrowing will bear interest at a rate per annum equal to (i) a forward-looking term rate based on SOFR or a rate determined by reference to the daily simple SOFR, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 2.50 % to 3.25 %.
+Added: The Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.
+Added: As of September 30, 2025, the Company was in compliance with all covenants under the Credit Agreement.
+Added: The Company incurred financing fees of approximately $ 2.1 million which are recorded as a noncurrent other asset on the Company’s condensed consolidated balance sheet.
+Added: The financing fees will be amortized over the term of the Credit Agreement.
+Added: Upon entering into the Credit Agreement, the Company borrowed $ 101.0 million under the Revolving Credit Facility, of which $ 96.0 million is outstanding as of September 30, 2025 after the Company made repayments of $ 5.0 million during the nine months ended September 30, 2025.
+Added: As of September 30, 2025, borrowings under the Revolving Credit Facility consisted entirely of term SOFR borrowings at an approximate all-in rate of 6.91 %.
2028 Term Loan A Facility
2 unchanged sentences
The net proceeds of the TLA Term Loan were approximately $ 149.6 million after deducting an original issue discount of $ 0.4 million.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 18
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, permitted the Company’s share repurchase program and the Capped Call Transactions (as defined and described below).
+Added: The TLA Term Loan was scheduled to mature on March 31, 2028 and the TLA Credit Agreement required quarterly repayments of principal in the amount of $ 2.8 million which commenced on June 30, 2023 and increased to $ 3.8 million on March 31, 2025, with an originally stated balloon payment of approximately $ 85.3 million due at maturity.
+Added: On July 3, 2025, the Company used a portion of the $ 300.0 million of Revolving Credit Facility to repay the remaining indebtedness outstanding under the TLA Credit Agreement, which consisted of $ 98.8 million and its final interest payment of $ 0.1 million, and terminated the TLA Credit Agreement.
+Added: The Company did not incur any prepayment penalties or fees in connection with the termination of the TLA Credit Agreement.
+Added: The prepayment resulted in a loss on early extinguishment of debt of approximately $ 1.0 million which was recognized during the three months ended September 30, 2025.
+Added: Prior to the TLA Credit Agreement extinguishment, the Company made voluntary principal prepayments of $ 6.6 million during the nine months ended September 30, 2025 and $ 11.3 million during the year ended December 31, 2024.
The total debt composition of the TLA Term Loan was as follows (in thousands):
−Removed: June 30, December 31,
Term loan A facility maturing March 2028 (1)
−Removed: $ 98,750 $ 105,313
Deferred financing costs ( 821 )
1 unchanged sentence
Total debt, net of debt discount and deferred financing costs $ 104,211
−Removed: (1) In July 2025, the Company repaid the indebtedness outstanding under the TLA Credit Agreement and terminated it concurrently with its entry into the Revolving Credit Facility, as discussed in Note 18, Subsequent Events .
−Removed: The TLA Term Loan was scheduled to mature on March 31, 2028 and the TLA Credit Agreement required quarterly repayments of principal in the amount of $ 2.8 million which commenced on June 30, 2023 and increased to $ 3.8 million on March 31, 2025, with an originally stated balloon payment of approximately $ 85.3 million due at maturity.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 19
−Removed: The Company could 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.
−Removed: Each term loan borrowing that was an alternate base rate borrowing bore 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 %.
−Removed: Each term loan borrowing that was 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 %.
−Removed: During the six months ended June 30, 2025, the Company made $ 6.6 million of voluntary principal prepayments.
−Removed: During the year ended December 31, 2024, the Company made $ 11.3 million of voluntary principal prepayments.
−Removed: As of June 30, 2025, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.43 %.
−Removed: As of June 30, 2025, the Company was in compliance with all financial covenants under the TLA Credit Agreement.
−Removed: In July 2025, the Company repaid the indebtedness outstanding under its TLA Credit Agreement and terminated the TLA Credit Agreement concurrently with its entry into the Revolving Credit Facility, which will result in a loss on extinguishment of debt of approximately $ 0.9 million.
−Removed: For more information, see Note 18, Subsequent Events .
Convertible Senior Notes Due 2029
3 unchanged sentences
The total debt composition of the 2029 Notes is as follows (in thousands):
−Removed: June 30, December 31,
+Added: September 30, December 31,
2.125 % convertible senior notes due May 2029
3 unchanged sentences
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.
−Removed: During the quarter ended June 30, 2025, the conditions for conversion were not met.
+Added: During the quarter ended September 30, 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.
5 unchanged sentences
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.
−Removed: As of June 30, 2025, the 2029 Notes had a market price of $979 per $1,000 principal amount.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 19
+Added: As of September 30, 2025, the 2029 Notes had a market price of $1,014 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.
2 unchanged sentences
Prior to the close of business on the business day immediately preceding November 15, 2028, the 2029 Notes are convertible only under the following circumstances:
−Removed: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 20
−Removed: the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price on each applicable trading day;
+Added: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price on each applicable trading day;
(2) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
8 unchanged sentences
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.
−Removed: While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at June 30, 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.
+Added: While the 2029 Notes are currently classified on the Company’s condensed consolidated balance sheet at September 30, 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.
6 unchanged sentences
Holders of the 2029 Notes will not have any rights with respect to the Capped Call Transactions.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 20
Convertible Senior Notes Due 2025
4 unchanged sentences
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.
−Removed: The 2025 Notes matured and were repaid on August 1, 2025.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 21
+Added: On August 1, 2025, the 2025 Notes matured and the Company settled the remaining outstanding principal balance of $ 202.5 million in cash.
+Added: Between February 3, 2025 and the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders could have converted their 2025 Notes at any time.
+Added: Upon the maturity of the 2025 Notes, a nominal gain on extinguishment of debt was recognized due to certain holders having converted their 2025 Notes.
The total debt composition of the 2025 Notes was as follows (in thousands):
−Removed: June 30, December 31,
0.750 % convertible senior notes due August 2025
−Removed: $ 202,500 $ 202,500
Deferred financing costs ( 724 )
Total debt, net of deferred financing costs $ 201,776
−Removed: On August 1, 2025, the 2025 Notes matured and the Company settled the remaining outstanding principal balance of $ 202.5 million in cash.
−Removed: 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:
−Removed: (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;
−Removed: (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;
−Removed: (iii) upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of the Company’s assets;
−Removed: or (iv) if the Company called the 2025 Notes for redemption, until the close of business on the business day immediately preceding the redemption date.
−Removed: These conditions for conversion were not met prior to February 3, 2025.
−Removed: As of February 3, 2025, until the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders could have converted their 2025 Notes at any time.
−Removed: Upon conversion, holders would have received 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).
−Removed: For both the principal and excess conversion value, holders could have received 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.
−Removed: The initial conversion rate for the 2025 Notes was 13.9324 shares of common stock per $1,000 principal amount, which was equivalent to an initial conversion price of $ 71.78 per share of the Company’s common stock.
−Removed: The initial conversion price of the 2025 Notes represented 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.
−Removed: As of June 30, 2025, the 2025 Notes had a market price of $993 per $1,000 principal amount.
Convertible Senior Notes Due 2024 Assumed from the Flexion Acquisition
6 unchanged sentences
The remaining principal of $ 8.6 million was repaid at maturity on May 1, 2024.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 22
Interest Expense
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
6 unchanged sentences
Effective interest rate on total debt 3.57 % 3.03 % 3.24 % 3.00 %
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 21
NOTE 10— FINANCIAL INSTRUMENTS
9 unchanged sentences
The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate their respective fair values due to the short-term nature of these items.
−Removed: The fair value of the Company’s convertible senior notes and its TLA Term Loan are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2).
+Added: The fair value of the Company’s convertible senior notes and its revolving line of credit are calculated utilizing market quotations from an over-the-counter trading market for these notes (Level 2).
The fair value of the Company’s acquisition-related contingent consideration is reported at fair value on a recurring basis (Level 3).
The carrying amount of equity investments and convertible notes receivable without readily determinable fair values are recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 23
−Removed: At June 30, 2025, the carrying values and fair values of the following financial assets and liabilities were as follows (in thousands):
+Added: At September 30, 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
7 unchanged sentences
Financial Liabilities Measured at Amortized Cost:
−Removed: Term loan A facility due March 2028 $ 97,828 $ — $ 98,256 $ —
2.125 % convertible senior notes due 2029 (1)
$ 280,721 $ — $ 291,453 $ —
−Removed: 0.750 % convertible senior notes due 2025 (2)
−Removed: $ 202,397 $ — $ 201,113 $ —
−Removed: (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 23.90 per share on June 30, 2025, compared to a conversion price of $ 39.56 per share.
−Removed: At June 30, 2025, as the conversion price was above the stock price, the requirements for conversion have not been met.
−Removed: (2) The 0.750 % Convertible senior notes matured and were repaid on August 1, 2025.
+Added: Revolving Credit Facility $ 96,000 $ — $ 96,000 $ —
+Added: (1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 25.77 per share on September 30, 2025, compared to a conversion price of $ 39.56 per share.
+Added: At September 30, 2025, as the conversion price was above the stock price, the requirements for conversion have not been met.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 22
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Equity and Convertible Note Investments
−Removed: The Company holds strategic investments in clinical and preclinical stage privately-held biotechnology companies in the form of equity and convertible note investments as follows (in thousands):
+Added: The Company holds strategic investments in clinical and preclinical stage privately-held biotechnology companies in the form of equity and convertible note investments.
+Added: The following investments have no readily determinable fair value and are recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments (in thousands):
Equity Investments Convertible Notes Receivable Total
5 unchanged sentences
Purchases — 1,250 1,250
−Removed: Impairment ( 4,000 ) ( 7,000 ) ( 11,000 )
+Added: Impairments ( 4,000 ) ( 7,000 ) ( 11,000 )
Realized gain of prior investments (1)
3 unchanged sentences
Foreign currency adjustments ( 39 ) — ( 39 )
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 2025
$ 7,750 $ 2,500 $ 10,250
4 unchanged sentences
See Note 3, GQ Bio Therapeutics Acquisition , for information on the GQ Bio Acquisition.
−Removed: During the three and six months ended June 30, 2025, an impairment of an equity investment and convertible note receivable totaling $ 11.0 million was recorded in other, net in the condensed consolidated statements of operations.
+Added: During the nine months ended September 30, 2025, an impairment of an equity investment and convertible note receivable totaling $ 11.0 million was recorded in other, net in the condensed consolidated statements of operations.
In June 2025, the Company invested $ 1.3 million in a convertible note receivable related to one of its existing early-stage strategic investments.
Acquisition-Related Contingent Consideration
−Removed: The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 17.2 million and $ 20.2 million as of June 30, 2025 and December 31, 2024, respectively.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 24
+Added: The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 17.8 million and $ 20.2 million as of September 30, 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.
5 unchanged sentences
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.
−Removed: During the three and six months ended June 30, 2025, the Company recognized contingent consideration gains of $ 0.4 million and $ 3.0 million, respectively, due to revisions to the latest discount rates.
−Removed: During the three months ended June 30, 2024, the Company recognized a contingent consideration charge of $ 1.5 million primarily due to revisions to the latest discount rates.
−Removed: During the six months ended June 30, 2024, the Company recognized a contingent consideration gain of $ 2.3 million primarily due to an adjustment reflecting the probability of achieving the remaining regulatory milestone under the Flexion Acquisition by the milestone expiration date.
−Removed: These adjustments were recorded within contingent consideration (gains) charges, acquisition-related expenses, restructuring and other in the condensed consolidated statements of operations.
−Removed: At June 30, 2025, the weighted average discount rate was 7.9 %.
+Added: During the three months ended September 30, 2025, the Company recognized contingent consideration charges of $ 0.6 million due to revisions to the latest discount rates, partially offset by a reduction in the sales forecast through the milestone expiration date.
+Added: During the nine months ended September 30, 2025, the Company recognized contingent consideration gains of $ 2.4 million due to revisions to the latest discount rates.
+Added: 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.
+Added: These adjustments were recorded within contingent consideration charges (gains), acquisition-related expenses, restructuring and other in the condensed consolidated statements of operations.
+Added: At September 30, 2025, the weighted average discount rate was 7.5 %.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 23
The following table includes the key assumptions used in the valuation of the Company’s contingent consideration:
−Removed: Assumption Ranges
−Removed: Utilized as of
−Removed: June 30, 2025
+Added: Assumption Ranges Utilized as of
+Added: September 30, 2025
Discount rates 7.2 % to 7.8 %
6 unchanged sentences
Fair value adjustments and accretion ( 2,407 )
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 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.
−Removed: Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term investments are reported in other comprehensive (loss) income.
−Removed: At June 30, 2025 and December 31, 2024, all of the Company’s short-term investments are classified as available-for-sale investments and are determined to be Level 2 instruments, with the exception of U.S.
+Added: Net unrealized gains and losses (excluding credit losses, if any) from the Company’s short-term investments are reported in other comprehensive income (loss).
+Added: At September 30, 2025 and December 31, 2024, all of the Company’s short-term 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.
5 unchanged sentences
At the time of purchase, all available-for-sale investments had an “A” or better rating by Standard & Poor’s.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 25
−Removed: The following summarizes the Company’s short-term available-for-sale investments at June 30, 2025 and December 31, 2024 (in thousands):
−Removed: June 30, 2025 Investments
+Added: The following summarizes the Company’s short-term available-for-sale investments at September 30, 2025 and December 31, 2024 (in thousands):
+Added: September 30, 2025 Investments
Losses Fair Value
2 unchanged sentences
Corporate bonds 32,918 16 ( 2 ) 32,932
−Removed: Yankee bond 5,002 1 — 5,003
Total $ 98,730 $ 26 $ ( 11 ) $ 98,745
7 unchanged sentences
Total $ 207,692 $ 209 $ ( 60 ) $ 207,841
−Removed: At June 30, 2025, there were no investments available for sale that were materially less than their amortized cost.
+Added: At September 30, 2025, there were no investments available for sale that were materially less than their amortized cost.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 24
The Company elects to recognize its interest receivable separate from its available-for-sale investments.
−Removed: At June 30, 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.
+Added: At September 30, 2025 and December 31, 2024, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.2 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.
1 unchanged sentence
Such amounts may exceed federally-insured limits.
−Removed: As of June 30, 2025, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34 %, 21 % and 16 %.
+Added: As of September 30, 2025, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 33 %, 22 % and 17 %.
At December 31, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34 %, 18 % and 16 %.
3 unchanged sentences
Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and its write-off history.
−Removed: As of June 30, 2025 and December 31, 2024, there were $ 0.5 million and $ 0.4 million of allowances for credit losses on the Company’s accounts receivable, respectively.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 26
+Added: As of September 30, 2025 and December 31, 2024, there were $ 0.6 million and $ 0.4 million of allowances for credit losses on the Company’s accounts receivable, respectively.
NOTE 11— STOCKHOLDERS’ EQUITY
5 unchanged sentences
Net unrealized loss on investments, net of tax (1)
+Added: ( 102 ) — ( 102 )
Foreign currency translation adjustments — 3,882 3,882
−Removed: Balance at June 30, 2025
+Added: Balance at September 30, 2025
$ 88 $ 4,035 $ 4,123
−Removed: Net Unrealized Gain (Loss) From Available-For-Sale Investments Unrealized Foreign Currency Translation Accumulated Other Comprehensive
+Added: Net Unrealized Gain From Available-For-Sale Investments Unrealized Foreign Currency Translation Accumulated Other Comprehensive Income
Balance at December 31, 2023
$ 124 $ 123 $ 247
−Removed: Net unrealized loss on investments, net of tax (1)
−Removed: ( 160 ) — ( 160 )
+Added: Net unrealized gain on investments, net of tax (1)
Foreign currency translation adjustments — ( 6 ) ( 6 )
−Removed: Balance at June 30, 2024
+Added: Balance at September 30, 2024
$ 561 $ 117 $ 678
−Removed: (1) Net of a nominal and $ 0.1 million tax benefit for each of the six months ended June 30, 2025 and 2024.
+Added: (1) Net of a nominal and $ 0.1 million tax benefit for the nine months ended September 30, 2025 and 2024, respectively.
Share Repurchase Programs
3 unchanged sentences
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.
−Removed: Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions.
−Removed: The share repurchase program may be suspended or discontinued at any time by the Company and has an expiration date of December 31, 2026.
−Removed: During the six months ended June 30, 2025, the Company repurchased 1,955,589 shares of its common stock through open market transactions for $ 50.4 million which included less than $ 0.1 million of broker fees and was inclusive of $ 0.4 million of accrued excise tax.
+Added: Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions, including plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
+Added: The share repurchase program may be suspended or
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 25
+Added: discontinued at any time by the Company and has an expiration date of December 31, 2026.
+Added: During the nine months ended September 30, 2025, the Company repurchased 3,932,106 shares of its common stock through open market transactions for $ 100.4 million which included $ 0.1 million of broker fees and was inclusive of $ 0.3 million of accrued excise tax.
+Added: As of September 30, 2025, $ 200.0 million remains available for future repurchases under this authorization (which excludes the broker fees and excise tax incurred).
Refer to Part II Item 2.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q for more information.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q for more information on repurchases occurring during the third quarter of 2025.
Repurchases of the Company’s common stock are accounted for at cost and recorded as treasury stock.
2 unchanged sentences
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.
−Removed: In addition to the Company’s share repurchase plan, during the six months ended June 30, 2025, the Company withheld 210,108 shares of its common stock to cover employee tax withholding obligations on restricted stock unit vests for $ 5.5 million.
+Added: In addition to the Company’s share repurchase plan, during the nine months ended September 30, 2025, the Company withheld 210,423 shares of its common stock to cover employee tax withholding obligations on restricted stock unit vests for $ 5.5 million.
All shares of common stock withheld to cover employee tax withholding obligations are retired and are done so pursuant to the terms of the Company’s stock incentive plans and related equity grant agreements rather than the Company’s share repurchase plan.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 27
+Added: Retired shares of common stock are not available for future issuance under the Company’s stock incentive plans.
NOTE 12— STOCK PLANS
9 unchanged sentences
In January 2025, the board of directors, upon the recommendation of the P&C Committee, adopted the Pacira BioSciences, Inc.
−Removed: 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 250,007 shares remain available for issuance as of June 30, 2025, and extend the term of the Inducement Plan such that it will now expire on January 18, 2035.
+Added: 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 115,107 shares remained available for issuance as of September 30, 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.
−Removed: 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.
+Added: 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 they are granted such award in connection with their commencement of employment with the Company or a subsidiary and such grant is an inducement material to their 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.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 26
Stock-Based Compensation
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
2 unchanged sentences
Selling, general and administrative 10,146 9,137 32,125 25,970
−Removed: Contingent consideration (gains) charges, acquisition-related expenses, restructuring and other — 492 — 2,727
+Added: Contingent consideration charges (gains), acquisition-related expenses, restructuring and other — 790 — 3,517
Total $ 13,978 $ 13,230 $ 44,003 $ 38,905
4 unchanged sentences
Total $ 13,978 $ 13,230 $ 44,003 $ 38,905
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 28
Equity Awards
−Removed: The following tables contain information about the Company’s stock option and restricted stock unit, or RSU, activity for the six months ended June 30, 2025:
−Removed: Stock Options Number of
−Removed: Stock Options Weighted Average Exercise Price (Per Share)
+Added: 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, 2025:
+Added: Stock Options Number of Stock Options Weighted Average Exercise Price (Per Share)
Outstanding at December 31, 2024
1 unchanged sentence
Granted 485,232 25.30
+Added: Exercised ( 726 ) 15.14
Forfeited ( 202,193 ) 42.18
Expired ( 676,528 ) 52.13
−Removed: Outstanding at June 30, 2025
+Added: Outstanding at September 30, 2025
6,451,403 40.68
−Removed: Restricted Stock Units Number of
−Removed: Stock Units Weighted Average Grant Date Fair Value (Per Share)
+Added: Restricted Stock Units Number of Restricted Stock Units Weighted Average Grant Date Fair Value (Per Share)
Unvested at December 31, 2024
3 unchanged sentences
Forfeited ( 239,411 ) 28.45
−Removed: Unvested at June 30, 2025
+Added: Unvested at September 30, 2025
4,213,809 27.82
−Removed: The weighted average fair value of stock options granted during the six months ended June 30, 2025 was $ 13.81 per share.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 27
+Added: The weighted average fair value of stock options granted during the nine months ended September 30, 2025 was $ 13.73 per share.
The fair values of stock options granted were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
−Removed: Black-Scholes Weighted Average Assumption Six Months Ended June 30, 2025
+Added: Black-Scholes Weighted Average Assumption Nine Months Ended September 30, 2025
Expected dividend yield None
5 unchanged sentences
Under the ESPP, employees may elect to contribute after-tax earnings to purchase shares at 85 % of the closing fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is lesser.
−Removed: During the six months ended June 30, 2025, 100,728 shares were purchased and issued through the ESPP.
−Removed: NOTE 13— NET (LOSS) INCOME PER COMMON SHARE
−Removed: 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.
−Removed: 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.
+Added: During the nine months ended September 30, 2025, 100,728 shares were purchased and issued through the ESPP.
+Added: NOTE 13— NET INCOME (LOSS) PER COMMON SHARE
+Added: Basic and diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period.
+Added: Diluted net income (loss) per common share is calculated by dividing the net income (loss) attributable to common shares by the weighted average number of common shares outstanding plus dilutive potential common shares outstanding during the period.
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.
−Removed: 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.
+Added: Adjustments are made to the diluted net income (loss) 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.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 29
−Removed: Potential common shares are excluded from the diluted net (loss) income per common share computation to the extent they would be antidilutive.
−Removed: The following table sets forth the computation of basic and diluted net (loss) income per common share for the three and six mon ths ended June 30, 2025 and 2024 (in thousands, except per common share amounts):
+Added: Potential common shares are excluded from the diluted net income (loss) per common share computation to the extent they would be antidilutive.
+Added: The following table sets forth the computation of basic and diluted net income (loss) per common share for the three and nine mon ths ended September 30, 2025 and 2024 (in thousands, except per common share amounts):
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
−Removed: Net (loss) income—basic $ ( 4,847 ) $ 18,886 $ ( 35 ) $ 27,865
−Removed: 2025 Notes if-converted method adjustment — 762 — 1,790
−Removed: Adjusted net (loss) income—diluted $ ( 4,847 ) $ 19,648 $ ( 35 ) $ 29,655
+Added: Net income (loss) $ 5,432 $ ( 143,466 ) $ 5,397 $ ( 115,601 )
Weighted average common shares outstanding—basic 44,038 46,134 45,257 46,269
Computation of diluted securities:
−Removed: 2025 Notes if-converted method adjustment — 4,122 — 4,865
+Added: Dilutive effect of stock options 37 — 32 —
Dilutive effect of RSUs 383 — 429 —
1 unchanged sentence
Weighted average common shares outstanding—diluted 44,459 46,134 45,729 46,269
−Removed: Net income per common share:
−Removed: Basic net (loss) income per common share $ ( 0.11 ) $ 0.41 $ ( 0.00 ) $ 0.60
−Removed: Diluted net (loss) income per common share $ ( 0.11 ) $ 0.39 $ ( 0.00 ) $ 0.58
−Removed: The following table summarizes the outstanding stock options, RSUs, ESPP share options and convertible senior notes that were excluded from the diluted net (loss) income per common share calculation because the effects of including these potential shares were antidilutive in the periods presented (in thousands):
+Added: Net income (loss) per common share:
+Added: Basic and diluted net income (loss) per common share $ 0.12 $ ( 3.11 ) $ 0.12 $ ( 2.50 )
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 28
+Added: The following table summarizes the outstanding stock options, RSUs, ESPP share options and convertible senior notes that were excluded from the diluted net income (loss) per common share calculation because the effects of including these potential shares were antidilutive in the periods presented (in thousands):
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
5 unchanged sentences
NOTE 14— INCOME TAXES
−Removed: (Loss) income before income taxes and income tax expense are as follows (dollar amounts in thousands):
+Added: Income (loss) before income taxes and income tax expense are as follows (dollar amounts in thousands):
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
−Removed: (Loss) income before income taxes:
+Added: Income (loss) before income taxes:
Domestic $ 10,497 $ ( 140,309 ) $ 16,956 $ ( 89,656 )
Foreign ( 973 ) 1,453 ( 653 ) 1,024
−Removed: Total (loss) income before income taxes $ ( 1,927 ) $ 36,584 $ 6,779 $ 50,224
+Added: Total income (loss) before income taxes $ 9,524 $ ( 138,856 ) $ 16,303 $ ( 88,632 )
Income tax expense $ 4,092 $ 4,610 $ 10,906 $ 26,969
Effective tax rate 43 % ( 3 ) % 67 % ( 30 ) %
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 30
The Company’s income tax expense represents the estimated annual effective tax rate applied to the year-to-date operating re sults, adjusted for certain discrete tax items.
−Removed: The Company’s effective tax rate for the three and six months ended June 30, 2025 was primarily impacted by costs related to non-deductible stock-based compensation, non-deductible executive compensation and a non-U.S.
−Removed: valuation allowance.
−Removed: The Company’s effective tax rate for the three and six months ended June 30, 2024 include costs related to non-deductible stock-based compensation, primarily related to expired stock options, and non-deductible executive compensation, partially offset by tax credits
−Removed: As of both June 30, 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.
−Removed: As of June 30, 2025 and December 31, 2024, the Company had $ 0.9 million and $ 0.7 million, respectively, of current income taxes payable that is included in accrued expenses within the condensed consolidated balance sheet.
−Removed: The income tax provision for the year ended December 31, 2025 may be impacted by recent federal legislation known as the One Big Beautiful Bill Act.
−Removed: See Note 18, Subsequent Events , for more information.
−Removed: NOTE 15— CONTINGENT CONSIDERATION (GAINS) CHARGES, ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER
−Removed: Contingent consideration (gains) charges, acquisition-related expenses, restructuring and other for the six months ended June 30, 2025 and 2024 summarized below (in thousands):
+Added: The Company’s effective tax rate for the three and nine months ended September 30, 2025 was primarily impacted by costs related to non-deductible stock-based compensation, non-deductible executive compensation and a non-U.S.
+Added: valuation allowance, partially offset by tax credits.
+Added: The Company’s effective tax rate for the three and nine months ended September 30, 2024 was primarily impacted by non-deductible goodwill impairment charges.
+Added: The Company’s effective tax rate for the nine months ended September 30, 2024 was additionally impacted by costs related to non-deductible stock-based compensation, mainly related to expired stock options.
+Added: As of both September 30, 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.
+Added: As of September 30, 2025 and December 31, 2024, the Company had $ 0.6 million and $ 0.7 million, respectively, of current income taxes payable that is included in accrued expenses within the condensed consolidated balance sheet.
+Added: In July 2025, federal legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in changes to U.S.
+Added: federal income tax law.
+Added: Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
+Added: In accordance with ASC 740, Income Taxes , the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring its estimated U.S.
+Added: deferred tax assets and liabilities.
+Added: The Company has $ 124.6 million of a gross deferred tax asset attributed to unamortized U.S.
+Added: capitalized research and development costs as of December 31, 2024 that will be deductible on its 2025 and 2026 income tax returns.
+Added: There are no other material impacts to the Company related to the enactment of the OBBBA.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 29
+Added: NOTE 15— CONTINGENT CONSIDERATION CHARGES (GAINS), ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER
+Added: Contingent consideration charges (gains), acquisition-related expenses, restructuring and other for the nine months ended September 30, 2025 and 2024 summarized below (in thousands):
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
−Removed: Contingent consideration (gains) charges $ ( 357 ) $ 1,509 $ ( 3,032 ) $ ( 2,297 )
+Added: Contingent consideration charges (gains) $ 625 $ ( 3,244 ) $ ( 2,407 ) $ ( 5,541 )
Restructuring charges 3,728 1,193 3,728 7,724
1 unchanged sentence
Legal settlement — — 7,000 —
−Removed: Total contingent consideration (gains) charges, acquisition-related expenses, restructuring and other $ 634 $ 2,735 $ 6,470 $ 4,638
+Added: Legal judgment ( 23,148 ) — ( 23,148 ) —
+Added: Impairment of acquired IPR&D 25,866 — 25,866 —
+Added: Total contingent consideration charges (gains), acquisition-related expenses, restructuring and other $ 6,791 $ ( 1,766 ) $ 13,261 $ 2,872
Flexion Acquisition Contingent Consideration
−Removed: The Company recognized gains of $ 0.4 million and $ 3.0 million related to contingent consideration arising from the Flexion Acquisition during the three and six months ended June 30, 2025, respectively.
−Removed: The Company recognized $ 1.5 million of charges and $ 2.3 million of gains related to contingent consideration during the three and six months ended June 30, 2024, respectively.
+Added: The Company recognized charges of $ 0.6 million and gains of $ 2.4 million related to contingent consideration arising from the Flexion Acquisition during the three and nine months ended September 30, 2025, respectively.
+Added: The Company recognized gains of $ 3.2 million and $ 5.5 million related to contingent consideration during the three and nine months ended September 30, 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.
2025 Restructuring Charges
+Added: In July 2025, as a result of improving manufacturing efficiencies for EXPAREL, the Company instituted a reduction in force at its Science Center Campus in San Diego, California.
+Added: The Company’s enhanced efficiencies are the result of its multi-year investment in two large-scale 200+ liter EXPAREL batch manufacturing suites located in San Diego and Swindon, U.K., which commenced commercial production in 2024 and 2021, respectively.
+Added: These two large-scale manufacturing suites are capable of producing bulk EXPAREL volumes that are approximately four-fold greater than the Company’s 45-liter batch manufacturing process.
+Added: The Company believes these larger manufacturing suites provide ample capacity for meeting the growing demand and improving gross margins for EXPAREL through a meaningfully more favorable cost structure and manufacturing yields versus the 45-liter batch process.
+Added: As a result, the Company decommissioned its 45-liter EXPAREL batch manufacturing suite located in San Diego and reduce its workforce accordingly.
+Added: The reduction impacted 71 employees or approximately 8 % of the Company’s then-total workforce.
+Added: During both the three and nine months ended September 30, 2025, the Company recognized $ 3.7 million of employee termination benefit charges, under ASC 420 — Liabilities for Exit or Restructuring Activities.
+Added: These employee termination benefits consist of garden leave under California employment law, severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits.
+Added: As noted in Note 5, Inventories , and Note 6, Fixed Assets , the Company reserved $ 1.0 million of inventory and recognized $ 5.5 million of accelerated depreciation expense during the nine months ended September 30, 2025 associated with the decommission of the 45-liter manufacturing assets, which was recognized as costs of goods sold in the condensed consolidated statements of operations.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 30
+Added: The Company’s 2025 restructuring charges, including the beginning and ending liability balances, are summarized below (in thousands):
+Added: Employee Termination Benefits
+Added: Balance at December 31, 2024 $ —
+Added: Charges incurred 3,728
+Added: Cash payments made / settled ( 2,772 )
+Added: Balance at September 30, 2025 $ 956
+Added: 2024 Restructuring Charges
In February 2024, the Company initiated a restructuring plan designed to ensure it is well positioned for long-term growth.
4 unchanged sentences
market and (iii) reprioritizing investments to enhance key commercial capabilities and expand EXPAREL utilization.
−Removed: The Company recognized $ 1.0 million and $ 6.5 million of restructuring charges for the three and six months ended June 30, 2024, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 31
+Added: 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 2024 restructuring charges, including the beginning and ending liability balances, are summarized below (in thousands):
6 unchanged sentences
Cash payments made / settled ( 1,225 ) ( 1,689 ) ( 2,914 )
−Removed: Balance at June 30, 2025 $ 140 $ — $ 140
+Added: Balance at September 30, 2025 $ 10 $ — $ 10
(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.
−Removed: In July 2025, the Company announced it decommissioned its 45-liter EXPAREL batch manufacturing suite located at its Science Center Campus in San Diego, California and reduced its workforce accordingly.
−Removed: Refer to Note 18, Subsequent Events , for information on this restructuring.
Acquisition-Related Expenses
−Removed: The Company recognized acquisition-related expenses of $ 1.0 million and $ 2.5 million during the three and six months ended June 30, 2025, respectively.
+Added: The Company recognized an acquisition-related credit of $ 0.3 million and costs of $ 2.2 million during the three and nine months ended September 30, 2025, respectively.
These costs primarily related to third-party services and legal fees associated with the GQ Bio Acquisition.
See Note 3, GQ Bio Therapeutics Acquisition , for more information.
−Removed: The Company recognized acquisition-related expenses of $ 0.2 million and $ 0.4 million during the three and six months ended June 30, 2024, respectively.
+Added: 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.
These costs primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.
Legal Settlement
−Removed: The Company recognized $ 7.0 million of costs during the six months ended June 30, 2025 related to the legal settlement of the patent infringement suits against eVenus, Jiangsu Hengrui and Fresenius (each as defined below).
+Added: The Company recognized $ 7.0 million of costs during the nine months ended September 30, 2025 related to the patent infringement suits against eVenus, Jiangsu Hengrui and Fresenius (each as defined below).
For more information, see Note 16, Commitments and Contingencies.
+Added: Legal Judgment
+Added: The Company recognized other income of $ 23.1 million during both the three and nine months ended September 30, 2025 upon receipt of a cash payment associated with the U.S.
+Added: District Court for the District of Nevada issuing judgment declaring that the Research Development Foundation was required to repay the Company the royalties on EXPAREL sales that the Company previously paid under protest.
+Added: For more information, see Note 16, Commitments and Contingencies.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 31
+Added: Impairment of Acquired IPR&D
+Added: The Company recognized an impairment of $ 25.9 million during the three and nine months ended September 30, 2025, for an acquired IPR&D intangible asset related to ZILRETTA for the treatment of OA pain of the shoulder based on the amount that its previous carrying value of $ 33.9 million exceeded its current fair value of $ 8.0 million.
+Added: See Note 8 , Goodwill and Intangible Assets , for more information.
NOTE 16— COMMITMENTS AND CONTINGENCIES
11 unchanged sentences
In March 2025, the Company filed a motion to recover attorney 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.
−Removed: A final judgment and order was
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 32
−Removed: entered in April 2025.
−Removed: The $ 5.2 million payment received was accounted for as a recovery of losses and recorded against selling, general and administrative expense in the six months ended June 30, 2025 within the condensed consolidated statement of operations, consistent to where the previous expenses were recorded.
+Added: A final judgment and order was entered in April 2025.
+Added: The $ 5.2 million payment received was accounted for as a recovery of losses and recorded against selling, general and administrative expense in the nine months ended September 30, 2025 within the condensed consolidated statement of operations, consistent to where the previous expenses were recorded.
eVenus Pharmaceutical Laboratories Litigations
−Removed: In October 2021, December 2021, April 2023 and May 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.
+Added: In October 2021, December 2021, April 2023 and May 2024, the Company received Notice Letters 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 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.
−Removed: Ltd., or Jiangsu Hengrui) and Fresenius Kabi USA, LLC, or Fresenius, (together, the “ANDA filers”) in the U.S.
+Added: Ltd., or Jiangsu Hengrui) and Fresenius Kabi USA, LLC, or Fresenius, (together, the “eVenus ANDA Filers”) in the U.S.
District Court for the District of New Jersey asserting infringement of U.S.
6 unchanged sentences
12,156,940 (the ‘940 patent).
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Also in December 2024, the eVenus 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).
+Added: On April 7, 2025, the Company, along with its operating subsidiary, Pacira Pharmaceuticals, Inc., entered into a settlement agreement with the eVenus ANDA Filers with respect to the litigations noted above.
+Added: Pursuant to the settlement agreement, the eVenus 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.
+Added: In settlement of all outstanding claims in the litigations, the Company agreed to provide the eVenus ANDA Filers with a license to the Company’s patents required to manufacture and sell certain volume-limited amounts of a generic bupivacaine liposome
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 32
+Added: injectable suspension in the U.S.
beginning on a confidential date that is sometime in early 2030.
2 unchanged sentences
for the final three years of the agreement.
−Removed: 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.
+Added: In addition, the Company has agreed to provide the eVenus 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.
−Removed: 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.
−Removed: This legal settlement cost was recorded within contingent consideration (gains) charges, acquisition-related expenses, restructuring and other in the six months ended June 30, 2025 in the Company’s condensed consolidated statement of operations.
+Added: 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 eVenus ANDA Filers $ 7.0 million.
+Added: This legal settlement cost was recorded within contingent consideration charges (gains), acquisition-related expenses, restructuring and other in the nine months ended September 30, 2025 in the Company’s condensed consolidated statement of operations.
+Added: Paragraph IV Certification Notices
+Added: In October 2025, the Company received two separate Paragraph IV Certifications from two Chinese generic drug manufacturers (The WhiteOak Group, Inc., or WhiteOak, of Rockville, Maryland (a subsidiary of Zhejiang Haichang Biotechnology Co., Ltd.) and Qilu Pharmaceutical (Hainan) Co., Ltd., or Qilu), each advising that they had submitted an ANDA to the FDA seeking authorization from the FDA to manufacture, use or sell a generic version of EXPAREL in the U.S.
+Added: Each letter alleged that EXPAREL patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”) are not valid, not enforceable, and/or will not be infringed by the commercial manufacture, use or sale of the proposed products described in these ANDA submissions.
+Added: The Company is currently assessing these notification letters and has 45 days from the applicable date of receipt to commence patent infringement lawsuits against these generic challengers if it believes they are infringing its intellectual property.
+Added: In the event that the Company files one or more patent infringement lawsuit(s), the FDA would enter a 30-month stay of final approval of the ANDA(s).
+Added: The Company intends to vigorously defend its intellectual property rights relating to EXPAREL.
Argentum Request for Ex Parte Reexamination of ‘495 Patent
4 unchanged sentences
Claim 7 was withdrawn from the reexamination due to the finality of the judgment in the eVenus litigation, and claim 1 was canceled.
−Removed: The USPTO agreed with the Company’s position and issued a Notice of Intent to Issue Ex Parte Reexamination Certificate on June 23, 2025, which indicated the allowability of amended claim 8 and new claims 23-110.
−Removed: Claims 2-6 and 9-22 of the ‘495 Patent were not subject to reexamination.
−Removed: The Company expects the Reexamination Certificate to issue in the second half of the year.
+Added: The USPTO agreed with the Company’s position and issued a Reexamination Certificate in August 2025.
Securities Class Action
2 unchanged sentences
The case is in the pleadings stage and the Company is unable to predict the outcome of this litigation at this time.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 33
Shareholder Derivative Action
2 unchanged sentences
The complaint alleges that certain officers and members of the Company’s board of directors breached their fiduciary duties by making materially false and misleading statements and/or concealed material adverse facts concerning EXPAREL patents.
−Removed: The Company has not yet been served, and the Company is unable to predict the outcome of this litigation at this time.
+Added: 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
2 unchanged sentences
The Company’s ‘495 patent was issued on June 15, 2021.
−Removed: Thereafter, RDF asserted that the issuance of that patent extends the Company’s royalty obligations under the agreement until 2041.
+Added: Thereafter, RDF asserted that the issuance
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 33
+Added: of that patent extends the Company’s royalty obligations under the agreement until 2041.
The Company believes that the royalty period under the agreement ended on December 24, 2021 with the expiration of the ‘838 patent.
10 unchanged sentences
The Nevada Court also awarded Pacira an additional interest payment of $ 5.2 million in statutory interest on the royalties paid under protest.
−Removed: In July 2025, the Company received the $ 28.3 million cash payment and will recognize the amount in its condensed consolidated financial statements in the third quarter of 2025 when the cash related to the judgment was received by the Company.
+Added: In July 2025, the Company received a $ 28.3 million cash payment for which $ 23.1 million was recorded within contingent consideration charges (gains), acquisition-related expenses, restructuring and other and $ 5.2 million was recorded within interest income in the nine months ended September 30, 2025 in the Company’s condensed consolidated statements of operations.
+Added: In May and September 2025, RDF filed two notices of appeal which are pending.
Other Commitments and Contingencies
12 unchanged sentences
J&J MedTech is also subject to certain obligations and restrictions, including required compliance with certain laws and regulations and the Company’s policies, in connection with fulfilling their obligations under the J&J Agreement.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 34
Pediatric Trial Commitments
5 unchanged sentences
The Company is still working with the FDA, EMA and Medicines and Healthcare Regulatory Agency (MHRA) to finalize the regulatory pathways for its remaining pediatric commitments.
−Removed: The Company has successfully completed Part 1 of a pediatric study in children aged two to less than six years of age.
−Removed: As a result, the Company is implementing Part 2 of the pediatric study in children aged six months to less than two years of age using the same dosage that was utilized in Part 1.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 34
+Added: The Company has successfully completed Part 1 of a pediatric study in children aged two to less than six years of age and has initiated enrollment for Part 2 of the study in children aged six months to less than two years of age using the same dosage that was utilized in Part 1.
Contingent Milestone Payments
7 unchanged sentences
Purchase Obligations
−Removed: In July 2025, the Company entered into a non-cancelable contractual commitment of approximately $ 4.0 million and $ 5.5 million in 2025 and 2026, respectively.
+Added: During the three months ended September 2025, the Company entered into a non-cancelable contractual commitment of approximately $ 2.4 million for the remaining three months of 2025 and $ 5.5 million in 2026.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 35
NOTE 17— SEGMENT INFORMATION
−Removed: 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.
+Added: The Company is managed and operated as a single business focused on the development, manufacture, marketing, distribution and sale of non-opioid pain therapies.
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.
5 unchanged sentences
The table below reconciles the significant expense categories provided to the CODM to the Company’s expenses as disclosed under GAAP (in thousands):
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 35
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
4 unchanged sentences
Adjusted general and administrative 23,180 21,831 70,020 66,097
+Added: Goodwill impairment — 163,243 — 163,243
Stock-based compensation 13,978 13,230 44,003 38,905
1 unchanged sentence
Changes in the fair value of contingent consideration 625 ( 3,244 ) ( 2,407 ) ( 5,541 )
+Added: Legal settlement — — 7,000 —
+Added: Legal judgment ( 23,148 ) — ( 23,148 ) —
+Added: Impairment of acquired IPR&D 25,866 — 25,866 —
Other 4,599 862 15,080 5,641
Total operating expenses 173,154 308,100 512,687 611,788
−Removed: Total other (expense) income, net ( 10,426 ) 8,344 ( 3,710 ) 8,772
−Removed: (Loss) income before income taxes ( 1,927 ) 36,584 6,779 50,224
+Added: Total other income (expense), net 3,162 671 ( 548 ) 9,443
+Added: Income (loss) before income taxes 9,524 ( 138,856 ) 16,303 ( 88,632 )
Income tax expense ( 4,092 ) ( 4,610 ) ( 10,906 ) ( 26,969 )
−Removed: Net (loss) income $ ( 4,847 ) $ 18,886 $ ( 35 ) $ 27,865
+Added: Net income (loss) $ 5,432 $ ( 143,466 ) $ 5,397 $ ( 115,601 )
For information on the Company’s fixed assets located outside of the U.S., refer to Note 6, Fixed Assets .
NOTE 18— SUBSEQUENT EVENTS
−Removed: Revolving Credit Facility
−Removed: On July 3, 2025, the Company entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank, and certain lenders, to, among other things, refinance the indebtedness outstanding under the Company’s TLA Credit Agreement and provide ongoing working capital.
−Removed: The Credit Agreement provides for a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate commitment amount of $ 300.0 million, with a letter of credit sublimit of $ 10.0 million and swingline loan sublimit of $ 15.0 million.
−Removed: The credit facility is secured by substantially all of the Company’s and each subsidiary guarantor’s assets and is scheduled to mature on July 3, 2030, subject to certain exceptions set forth in the Credit Agreement.
−Removed: Subject to certain conditions, the Company may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of any existing class of term loans by requesting one or more incremental term facilities in an aggregate principal amount not to exceed the greater of $ 225.0 million and 100 % of Consolidated Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) (as defined in the Credit Agreement).
−Removed: Each revolving loan borrowing which is an alternate base rate borrowing will bear interest at a rate per annum equal to (i) a base rate, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50 % to 2.25 %.
−Removed: Each revolving loan borrowing which is a term benchmark borrowing or daily simple SOFR (as defined in the Credit Agreement) borrowing will bear interest at a rate per annum equal to (i) a forward-looking term rate based on SOFR or a rate determined by reference to the daily simple SOFR, plus (ii) a spread based on the Company’s Senior Secured Net Leverage Ratio ranging from 2.50 % to 3.25 %.
−Removed: The Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.
−Removed: The Company incurred financing fees of approximately $ 2.1 million which will be recorded as a noncurrent other asset on the Company’s condensed consolidated balance sheet in the third quarter of 2025.
−Removed: The financing fees will be amortized over the term of the Credit Agreement.
−Removed: Upon entering into the Credit Agreement, the Company borrowed $ 101.0 million under the Revolving Credit Facility.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 36
−Removed: Termination of the 2028 Term Loan A Facility
−Removed: On July 3, 2025, the Company used a portion of the $ 300.0 million of Revolving Credit Facility to repay the remaining indebtedness outstanding under the TLA Credit Agreement, which consisted of $ 98.8 million and its final interest payment of $ 0.1 million, and terminated the TLA Credit Agreement.
−Removed: The Company did not incur any prepayment penalties or fees in connection with the termination of the TLA Credit Agreement.
−Removed: The prepayment resulted will result in a loss on extinguishment of debt of approximately $ 0.9 million which will be recognized during the three months ended September 30, 2025.
−Removed: Maturity and Repayment of the Convertible Senior Notes Due 2025
−Removed: On August 1, 2025, the 2025 Notes matured and the Company settled the remaining outstanding principal balance of $ 202.5 million in cash.
−Removed: Restructuring
−Removed: On July 9, 2025, as a result of improving manufacturing efficiencies for EXPAREL, the Company instituted a reduction in force at the Company’s Science Center Campus in San Diego, California.
−Removed: The Company’s enhanced efficiencies are the result of its multi-year investment in two large-scale 200+ liter batch manufacturing suites located in San Diego and Swindon, U.K., which commenced commercial production in 2024 and 2021, respectively.
−Removed: The Company’s two large-scale manufacturing suites are capable of producing bulk EXPAREL volumes that are approximately four-fold greater than the Company’s first-generation 45-liter batch manufacturing process.
−Removed: The Company believes these larger manufacturing suites provide ample capacity for meeting the growing demand and improving gross margins for EXPAREL through a meaningfully more favorable cost structure and manufacturing yields versus the 45-liter batch process.
−Removed: As a result, the Company decommissioned its 45-liter EXPAREL batch manufacturing suite located in San Diego and reduce its workforce accordingly.
−Removed: The reduction impacted 71 employees or approximately 8 % of the Company’s total workforce.
−Removed: The Company currently estimates that it will recognize pre-tax employee termination benefit charges during the three months ended September 30, 2025, in a range of approximately $ 2.4 million to $ 2.8 million cash-based charges, under Accounting Standards Codification 420 — Liabilities for Exit or Restructuring Activities.
−Removed: These employee termination benefits consist of garden leave under California employment law, severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits.
−Removed: This reduction in the workforce is subject to local regulatory requirements which the Company expects to recognize the majority in the third quarter of 2025.
−Removed: In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the workforce reduction.
−Removed: As noted in Note 5, Inventories , and Note 6, Fixed Assets , the Company reserved $ 1.0 million of inventory and recognized $ 5.5 million of accelerated depreciation expense during the six months ended June 30, 2025 associated with the decommission of the 45-liter manufacturing assets.
−Removed: In July 2025, federal legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in changes to U.S.
−Removed: federal income tax law.
−Removed: Significant provisions of the OBBBA include the permanent extension of certain provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.
−Removed: In accordance with Accounting Standards Codification 740, Income Taxes , the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring its estimated U.S.
−Removed: deferred tax assets and liabilities.
−Removed: The Company is in the process of assessing the impacts from the OBBBA on its income tax positions and its consolidated financial statements.
+Added: In November 2025, the Company and AmacaThera, Inc., or AmacaThera, a clinical-stage biotechnology company specializing in drug delivery, announced an exclusive worldwide license agreement for the development and commercialization of AMT-143, a long-acting formulation of the non-opioid analgesic ropivacaine for postsurgical pain.
+Added: In a Phase 1 study, AMT-143 demonstrated sustained release of ropivacaine through 14 days.
+Added: The Company and AmacaThera expect to initiate a Phase 2 program in 2026.
+Added: Under the terms of the agreement, AmacaThera will receive an upfront payment of $ 5.0 million with the potential for future development- and sales-based milestone payments and a tiered royalty on future net product sales.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 37
+Added: | Q3 2025 Form 10-Q | 36
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1 unchanged sentence
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:
−Removed: '5x30', our growth and business strategy, our future outlook, our intellectual property and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act, the expected cost savings and benefits of a July 2025 reduction in force and any other statements that are not historical facts.
+Added: '5x30', our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act, the expected cost savings and benefits of a July 2025 reduction in force 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.
26 unchanged sentences
These factors include items mentioned herein and the matters discussed and referenced in Part I-Item 1A.
−Removed: “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) and in other reports filed with the SEC.
+Added: “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”);
+Added: Item 1A in this Quarterly Report on Form 10-Q and in other reports filed with the SEC.
Unless the context requires otherwise, references to “Pacira,” the “Company,” the “Registrant,” “our,” “us” and “we” in this Quarterly Report on Form 10-Q refer to Pacira BioSciences, Inc.
1 unchanged sentence
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 38
+Added: | Q3 2025 Form 10-Q | 37
Pacira’s mission is to deliver innovative, non-opioid pain therapies to transform the lives of patients.
31 unchanged sentences
In July 2025, the U.S.
−Removed: and the European Union, or E.U., agreed to a trade deal that sets a 15% tariff on imports from the E.U., including branded pharmaceuticals, subject to Section 232 of the Trade Expansion Act of 1962.
+Added: and the European Union, or E.U., agreed to a trade deal that sets a 15% tariff on most imports from the E.U., including branded pharmaceuticals, and effectively exempts the E.U.
+Added: from higher tariffs that may be imposed on pharmaceutical imports from other countries pursuant to a pending investigation of such imports under Section 232 of the Trade Expansion Act of 1962.
+Added: Pharmaceuticals imported from countries outside the E.U.
+Added: may face higher tariffs, including tariffs that may be imposed pursuant to the pending Section 232 investigation.
Such tariffs imposed by the U.S.
−Removed: and/or other countries that are currently in effect, or anticipated to take effect in the future, could increase our manufacturing and operating expenses in future periods, including the cost to deliver our products to commercial markets, the cost to source raw materials for the manufacturing of our products and the cost of materials used in our research and development activities.
+Added: and/or other countries that are currently in effect, or may take effect in the future, could increase our manufacturing and operating expenses in future periods, including the cost to deliver our products to commercial markets, the cost to source raw materials for the manufacturing of our products and the cost of materials used in our research and development activities.
The imposition of future tariffs impacting our industry, the magnitude of response by other countries to such tariffs and the length of time such tariffs are in effect may also increase uncertainty and adversely impact our business.
+Added: There has been significant volatility in U.S.
+Added: tariff and customs policy recently, with frequent changes in rates, sudden elimination or reinstatement of exemptions, shifts in implementation dates and reversals of prior actions.
+Added: Most recently, in
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 39
+Added: | Q3 2025 Form 10-Q | 38
+Added: September 2025, the U.S.
+Added: Presidential administration noted it would explore imposing a 100% tariff on imports of branded or patented pharmaceutical products, unless a pharmaceutical company is building a manufacturing plant in the U.S.
+Added: This volatility makes it more difficult to forecast costs, plan our global supply chain and provide reliable financial guidance.
+Added: Policy changes often require rapid operational adjustments that can increase costs and reduce efficiency.
+Added: We expect such volatility and uncertainty related to tariffs and customs to continue, potentially posing ongoing challenges to our operations, financial planning and investor communications.
+Added: In addition, federal agencies in the U.S.
+Added: have been operating under a government shutdown since October 1, 2025 (which has continued as of the date of this Quarterly Report on Form 10-Q).
+Added: The shutdown has impacted certain federal agencies, such as the FDA and Centers for Medicare Services, or CMS, who have furloughed staff and scaled back their operations.
+Added: While we have not yet experienced an adverse impact on our business operations due to this government shutdown, if the government shutdown continues for a prolonged period of time, or if a widespread freeze on federal funding occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions or negatively affect sales of our products if some of our customers do not (or perceive that they will not) receive adequate reimbursement from third-party payors or CMS.
+Added: We will continue to evaluate the impacts of the government shutdown on our business and results of operations.
+Added: The duration of the current U.S.
+Added: government shutdown is unknown, nor is the extent of potential agency backlogs once the shutdown concludes, and therefore we are unable to predict the potential impact of a prolonged government shutdown on our business or operations.
Recent Highlights
−Removed: • In July 2025, we entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank, and certain lenders (the “Credit Agreement”), to, among other things, refinance the $100.0 million indebtedness outstanding under our existing term loan A credit facility and provide ongoing working capital.
−Removed: The Credit Agreement provides for a senior secured revolving credit facility in an aggregate commitment amount of $300.0 million, with a letter of credit sublimit of $10.0 million and swingline loan sublimit of $15.0 million (the “Revolving Credit Facility”).
−Removed: The Revolving Credit Facility is secured by substantially all of our and each of our subsidiary guarantor’s assets and matures on July 3, 2030, subject to certain exceptions set forth in the Credit Agreement.
−Removed: For more information, see Note 9, Debt , to our condensed consolidated financial statements included herein.
−Removed: • During the second quarter of 2025, the U.S.
+Added: • In August 2025, the U.S.
Patent and Trademark Office, or USPTO, issued U.S.
12,370,142 (the ‘142 patent), claiming composition of EXPAREL manufactured by an enhanced process from our large-scale batch process in San Diego, California, which demonstrated a more consistent stability profile as measured by an in-vitro release assay (IVRA).
−Removed: In addition, the USPTO also issued U.S.
−Removed: 12,296,047 (the ‘047 patent), claiming EXPAREL composition.
We now have 21 EXPAREL patents listed in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations (the “Orange Book”).
−Removed: The ‘047 patent expires in January 2041 and the ‘483 patent expires in July 2044.
−Removed: In addition, we secured a favorable reexamination result of U.S.
−Removed: 11,033,495 (the ‘495 patent) from the USPTO.
−Removed: The ‘495 patent will be reissued with amended claims that strengthen the patent.
−Removed: • In June 2025, we presented three-year safety and efficacy data of PCRX-201 following a single IA injection for moderate to severe knee OA at the European Alliance of Associations for Rheumatology (EULAR) Annual Congress in Barcelona, Spain.
−Removed: The data show that a single intra-articular injection of PCRX-201 was well tolerated and produced sustained improvements in pain, stiffness, and function through three years in patients with moderate-to-severe OA of the knee.
−Removed: The open-label, Phase 1 trial investigated the safety and efficacy of PCRX-201 administered by ultrasound-guided intra-articular injection in 72 patients aged 30 to 80 who remained in the trial for three years.
−Removed: • In July 2025, we announced a strategic collaboration with Johnson & Johnson MedTech, or J&J MedTech, to significantly expand the market reach of ZILRETTA, leveraging J&J MedTech’s specialized early intervention sales force to co-promote ZILRETTA to existing and new customers.
−Removed: This agreement is expected to significantly expand access and extend reach across a large portion of the seven million IA knee injections administered to patients annually in the U.S.
+Added: The ‘142 patent expires in July 2044.
+Added: • In October 2025, we presented new data from our Phase 1 clinical trial evaluating PCRX-201 (enekinragene inzadenovec), our novel gene therapy candidate for OA of the knee, at the American College of Rheumatology’s Convergence 2025 meeting.
+Added: These data demonstrated sustained efficacy from a single IA injection of PCRX-201 with improvements in pain, stiffness and function for up to three years.
+Added: Importantly, efficacy was observed across all structural severity subgroups including the most severe with a Kellgren-Lawrence (K-L) grade of 4.
+Added: In addition, investigators highlighted that pre-existing neutralizing antibodies did not affect PCRX-201’s efficacy or safety at all three dose levels tested.
+Added: Natural immune responses are a major obstacle for gene therapies, and these preliminary data indicate the potential for re-dosing.
+Added: Additionally, in November 2025, we announced the conclusion of patient enrollment in Part A of our Phase 2 ASCEND study evaluating PCRX-201 for the treatment of OA of the knee.
+Added: This milestone marks the first stage of a two-part, multicenter trial designed to evaluate the safety and efficacy of PCRX-201.
+Added: We remain on track to report results from a pre-specified interim analysis before the end of 2026.
+Added: • In November 2025, we and AmacaThera, Inc., or AmacaThera, a clinical-stage biotechnology company specializing in drug delivery, announced an exclusive worldwide license agreement for the development and commercialization of AMT-143, a long-acting formulation of the non-opioid analgesic ropivacaine for postsurgical pain.
+Added: Under the terms of the agreement, AmacaThera will receive an upfront payment of $5.0 million with the potential for future development- and sales-based milestone payments and a tiered royalty on future net product sales.
+Added: This acquisition aligns with our 5x30 growth strategy to prioritize clinical stage, derisked opportunities that are complementary to our call points in pain management.
+Added: AMT-143 is a slow-release, non-opioid local analgesic providing long-acting post-operative pain relief.
+Added: It is administered via instillation at the time of the surgery and leverages AmacaThera’s innovative hydrogel platform, a fast-gelling physical hydrogel composed of two well-established polymers enabling slow-release while minimizing systemic side effects.
+Added: It is delivered via a conventional syringe and rapidly forms a depot as it warms to body temperature.
+Added: In a Phase 1 study, AMT-143 demonstrated sustained release of ropivacaine through 14 days.
+Added: We and AmacaThera expect to initiate a Phase 2 program in 2026.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 39
Science Center Campus Reduction in Force
1 unchanged sentence
Our enhanced efficiencies were the result of our multi-year investment in two large-scale 200+ liter batch manufacturing suites located in San Diego and Swindon, United Kingdom, which commenced commercial production in 2024 and 2021, respectively.
−Removed: Our two large-scale manufacturing suites are capable of producing bulk EXPAREL volumes that are approximately four-fold greater than our first-generation 45-liter batch manufacturing process, and we believe these larger manufacturing suites provide ample capacity for meeting the growing demand and improving gross margins for EXPAREL through a meaningfully more favorable cost structure and manufacturing yields versus the 45-liter batch process.
+Added: These two large-scale manufacturing suites are capable of producing bulk EXPAREL volumes that are approximately four-fold greater than our 45-liter batch manufacturing process, and we believe these larger manufacturing suites provide ample capacity for meeting the growing demand and improving gross margins for EXPAREL through a meaningfully more favorable cost structure and manufacturing yields versus the 45-liter batch process.
As a result, and after careful consideration, we decided to decommission our 45-liter EXPAREL batch manufacturing suite located in San Diego and reduce our workforce accordingly.
−Removed: The reduction impacted 71 employees or approximately 8% of our total workforce.
−Removed: We currently estimate that we will recognize pre-tax charges to our third quarter 2025 financial results of approximately $2.4 million to $2.8 million related to employee termination benefits, consisting of garden leave and severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits and other costs.
+Added: The reduction impacted 71 employees or approximately 8% of our then-total workforce.
+Added: As a result, during both the three and nine months ended September 30, 2025, we recognized $3.7 million of employee termination benefit charges which consist of garden leave under California employment law, severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits.
In June 2025, we reserved $1.0 million of inventory and recognized $5.5 million of accelerated depreciation expense associated with the decommissioning of the 45-liter manufacturing assets.
−Removed: This reduction in the workforce is subject to local regulatory requirements and we expect to recognize the majority of these charges in the third quarter of 2025.
+Added: This reduction in the workforce is subject to local regulatory requirements and the majority of these charges occurred in the third quarter of 2025.
The reduction in the workforce is anticipated to lead to an annual reduction in operating expenses of approximately $13.0 million, which does not reflect the one-time expenses associated with the workforce reduction.
In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the workforce reduction.
−Removed: For more information, see Note 18, Subsequent Events, to our condensed consolidated financial statements included herein.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 40
+Added: For more information, see Note 15, Contingent Consideration Charges (Gains), Acquisition-related Expenses, Restructuring and Other, 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.
13 unchanged sentences
We have successfully completed Part 1 of a pediatric study in children aged two to less than six years of age.
−Removed: We are implementing Part 2 of the pediatric study in children aged six months to less than two years of age using the same dosage that was utilized in Part 1.
+Added: We have initiated enrollment for Part 2 of the pediatric study in children aged six months to less than two years of age using the same dosage that was utilized in Part 1.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 40
ZILRETTA is the first and only extended-release, single-shot corticosteroid IA injection therapy for OA knee pain.
13 unchanged sentences
In August 2021, the American Association of Orthopaedic Surgeons, or AAOS, updated its evidence-based clinical practice guidelines, finding ZILRETTA can improve patient outcomes over traditional immediate-release corticosteroids.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 41
The iovera° system is a non-opioid, handheld cryoanalgesia device used to deliver precise, controlled doses of cold temperature to targeted nerves.
17 unchanged sentences
• iovera° is repeatable, with no diminishing effectiveness over time and repeat use;
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 41
• The iovera° technology does not risk damage to the surrounding tissue;
11 unchanged sentences
We are advancing a registration trial to evaluate the efficacy and safety of iovera° for treating spasticity.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 42
Innovations in Genicular Outcomes Registry (IGOR)
3 unchanged sentences
The IGOR registry is tracking outcomes of iovera°, ZILRETTA and EXPAREL, as well as comparator treatments.
−Removed: Early outcomes from IGOR have shown that patients who receive iovera° prior to undergoing TKA experience less pain, improved function and improved sleep for six months after surgery versus patients who do not receive iovera°.
The Osteoarthritis Market
19 unchanged sentences
• Genetic medicines based on the HCAd platform can be administered locally and have the potential for redosing at therapeutically appropriate intervals.
−Removed: Lower dose levels and efficient delivery of genes into cells means that thousands of doses can be produced in a single batch.
−Removed: As a result, we expect that any therapies built on the HCAd platform would have a commercially attractive and viable cost of goods profile.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 43
+Added: | Q3 2025 Form 10-Q | 42
+Added: Lower dose levels mean that thousands of doses can be produced in a single batch.
+Added: As a result, we expect that any therapies built on the HCAd platform would have a commercially attractive and viable cost of goods profile.
Clinical Development Programs
6 unchanged sentences
In a Phase 1 proof-of-concept study of patients with moderate to severe OA of the knee, PCRX-201 was well tolerated with improvements in knee pain observed across all doses.
−Removed: The study enrolled 72 patients in two three-dose cohorts:
−Removed: a co-administered IA steroid cohort and a cohort that did not receive a steroid.
+Added: The study enrolled 72 patients who were broken into two cohorts.
+Added: The first cohort received one of three doses of PCRX-201.
+Added: The second cohort received concurrent pre-treatment with an IA corticosteroid (methylprednisolone 40 mg), a technique common in gene therapy dosing to improve tolerability and gene transfer.
PCRX-201 was well tolerated, with efficacy observed through at least 52 weeks at all doses and cohorts.
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.
−Removed: In all 3 doses, over 70% of patients saw a more than 50% improvement in pain compared to baseline at week 16 and 78.
+Added: In all 3 doses, over 70% of patients saw a 50% or greater 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.
5 unchanged sentences
Patients are being randomized 1:1:1 to Dose A, Dose B or saline.
−Removed: All cohorts will receive concurrent pretreatment with an IA corticosteroid (methylprednisolone 40 mg), a technique common in gene therapy dosing to improve tolerability and gene transfer.
−Removed: Part A of the study will randomize approximately 45 patients and Part B will randomize approximately 90 patients.
+Added: All cohorts will receive concurrent pretreatment with an IA corticosteroid (methylprednisolone 40 mg).
+Added: Part A of the study randomized 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.
−Removed: We have surpassed 50% enrollment in Part A of the study, and we expect to complete enrollment in Part A of the study before the end of 2025 and report results from a pre-specified interim analysis before the end of 2026.
+Added: We recently achieved our enrollment target for Part A of the study and expect to report results from a pre-specified interim analysis 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.
4 unchanged sentences
RMAT and ATMP are regulatory programs designed to expedite the development and review processes for promising therapies targeting a significant unmet need with preliminary clinical evidence indicating that the therapy has the potential to offer a major advantage over existing treatments.
+Added: Other HCAd Product Candidates
+Added: In addition to PCRX-201, we currently have prioritized three other preclinical HCAd-based gene therapy programs that we believe have disease modifying potential in other painful conditions.
+Added: These include Investigational New Drug (IND) enabling studies of PCRX-1002 for Dry Eye Disease and PCRX-1003 for Degenerative Disc Disease.
+Added: We also intend to conduct animal studies for PCRX-1001, which we believe has out-licensing potential for OA in dogs and other companion animals.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 44
+Added: | Q3 2025 Form 10-Q | 43
Product Portfolio and Internal Pipeline
1 unchanged sentence
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 45
+Added: | Q3 2025 Form 10-Q | 44
Results of Operations
−Removed: Comparison of the Three and Six Months Ended June 30, 2025 and 2024
−Removed: Net product sales consist of sales of (i) EXPAREL in the U.S., E.U., and the United Kingdom;
+Added: Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
+Added: Net product sales consist of sales of (i) EXPAREL in the U.S., E.U., and the United Kingdom, or U.K.;
(ii) ZILRETTA in the U.S.;
−Removed: (iii) iovera° in the U.S., Canada and the E.U.
+Added: (iii) iovera° in the U.S., Canada, the E.U., and the U.K.
and (iv) sales of our bupivacaine liposome injectable suspension product for veterinary use.
2 unchanged sentences
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
7 unchanged sentences
Total revenues $ 179,516 $ 168,573 6% $ 529,538 $ 513,713 3%
−Removed: EXPAREL revenue increased 4% in both the three and six months ended June 30, 2025 versus 2024.
−Removed: Components of the increase included a 6% and 4% increase in gross vial volume in the three and six months ended June 30, 2025 versus 2024, respectively, which was partially offset by a shift in product mix.
−Removed: EXPAREL revenue was also positively impacted by a 1% increase in net selling price per unit in both the three and six months ended June 30, 2025 versus 2024, related to a January 2025 price increase, partially offset by increases in sales-related allowances as a result of group purchasing organization contracting.
−Removed: ZILRETTA revenue increased 2% in the three months ended June 30, 2025 versus 2024 due to a 4% increase in net selling price per unit, partially offset by a 2% decrease in kit volume.
−Removed: ZILRETTA revenue decreased 3% in the six months ended June 30, 2025 versus 2024 due to a 6% decrease in kit volume, partially offset by a 3% increase in net selling price per unit.
+Added: EXPAREL revenue increased 6% and 5% in the three and nine months ended September 30, 2025 versus 2024, respectively.
+Added: Components of the increase included a 9% and 6% increase in gross vial volume in the three and nine months ended September 30, 2025 versus 2024, respectively, partially offset by a shift in product mix and decreases in net selling price per unit in both the three and nine months ended September 30, 2025 versus 2024.
+Added: The decrease in net selling price per unit relates to increases in sales-related allowances as a result of group purchasing organization contracting, partially offset by a January 2025 price increase.
+Added: ZILRETTA revenue increased 2% in the three months ended September 30, 2025 versus 2024 due to a 1% increase in net selling price per unit and a 1% increase in kit volume.
+Added: ZILRETTA revenue decreased 2% in the nine months ended September 30, 2025 versus 2024 due to a 4% decrease in kit volume, partially offset by a 2% increase in net selling price per unit.
Both periods’ 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.
−Removed: ZILRETTA volume was impacted by the onboarding of a new field-based team to support ZILRETTA after realigning our existing sales force to focus on EXPAREL.
+Added: For the nine months ended September 30, 2025, ZILRETTA volume was impacted by the onboarding of a new field-based team to support ZILRETTA after realigning our existing sales force to focus on EXPAREL.
This transition impacted sales in 2025 as ZILRETTA is a promotionally sensitive product.
−Removed: Net product sales of iovera° decreased 2% and was flat in the three and six months ended June 30, 2025 versus 2024, respectively, driven by decreases in Smart Tip net selling prices per unit of 7% and 3%, partially offset by increases in Smart Tip volume of 4% and 2%.
−Removed: Bupivacaine liposome injectable suspension revenue decreased 84% and 45% in the three and six months ended June 30, 2025 versus 2024, respectively, due to timing of orders placed.
−Removed: Its related royalties decreased 54% and 29% in the three and six months ended June 30, 2025 versus 2024, respectively, primarily due to both the timing of orders placed for veterinary use and the sales mix of vial sizes.
+Added: Net product sales of iovera° increased 14% and 5% in the three and nine months ended September 30, 2025 versus 2024, respectively, driven by increases in Smart Tip volume of 16% and 7%, partially offset by decreases in Smart Tip net selling price of 1% and 2%.
+Added: Bupivacaine liposome injectable suspension revenue increased 64% in the three months ended and decreased 21% in the nine months ended September 30, 2025 versus 2024, respectively, due to timing of orders placed by our commercial partner for veterinary use.
+Added: Its related royalties increased 73% in the three months ended and decreased 6% in the nine months ended September 30, 2025 versus 2024, respectively, primarily due to both the timing of orders and the sales mix of vial sizes.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 46
−Removed: The following tables provide a summary of activity with respect to our sales-related allowances and accruals related to EXPAREL and ZILRETTA for the six months ended June 30, 2025 and 2024 (in thousands):
−Removed: June 30, 2025 Returns
−Removed: Allowances Prompt
−Removed: Discounts Service
−Removed: Chargebacks Government
−Removed: Rebates Total
+Added: | Q3 2025 Form 10-Q | 45
+Added: 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, 2025 and 2024 (in thousands):
+Added: September 30, 2025 Returns Allowances Prompt Payment Discounts Service Fees Volume Rebates and Chargebacks Government Rebates Total
Balance at December 31, 2024 $ 1,600 $ 1,308 $ 4,875 $ 4,863 $ 1,707 $ 14,353
1 unchanged sentence
Payments (571) (10,296) (17,756) (117,511) (2,674) (148,808)
−Removed: Balance at June 30, 2025 $ 2,035 $ 1,388 $ 4,744 $ 4,794 $ 1,705 $ 14,666
−Removed: June 30, 2024 Returns
−Removed: Allowances Prompt
−Removed: Discounts Service
−Removed: Chargebacks Government
+Added: Balance at September 30, 2025 $ 2,080 $ 1,481 $ 4,954 $ 5,326 $ 1,674 $ 15,515
+Added: September 30, 2024 Returns Allowances Prompt Payment Discounts Service Fees Volume Rebates and Chargebacks Government
Rebates Total
2 unchanged sentences
Payments (1,975) (9,360) (14,973) (82,770) (1,090) (110,168)
−Removed: Balance at June 30, 2024 $ 2,218 $ 1,220 $ 3,832 $ 5,345 $ 1,794 $ 14,409
−Removed: Total reductions of gross product sales from sales-related allowances and accruals were $96.7 million and $73.1 million, or 21.7% and 17.6% of gross product sales, for the six months ended June 30, 2025 and 2024, respectively.
+Added: Balance at September 30, 2024 $ 1,302 $ 1,208 $ 3,833 $ 4,137 $ 2,040 $ 12,520
+Added: Total reductions of gross product sales from sales-related allowances and accruals were $150.0 million and $108.8 million, or 22.1% and 17.6% of gross product sales, for the nine months ended September 30, 2025 and 2024, respectively.
The overall 4.5% 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.
2 unchanged sentences
These expenses include labor, raw materials, manufacturing overhead and occupancy costs, depreciation of facilities, quality control and engineering.
−Removed: In 2024, the cost of royalty payments were also a component of cost of goods sold.
The following table provides information regarding our cost of goods sold and gross margin during the periods indicated, including percent changes (dollar amounts in thousands):
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
1 unchanged sentence
Gross margin 81 % 77 % 79 % 75 %
−Removed: Gross margin increased two and six percentage points in the three and six months ended June 30, 2025 versus 2024, respectively, primarily due to lower EXPAREL inventory reserves and improved EXPAREL and ZILRETTA product costs due to higher volumes manufactured in order to enhance the level of inventory on hand.
−Removed: These increases were partially offset by accelerated depreciation of fixed assets impacted by the decommissioning of our 45-liter EXPAREL batch manufacturing suite at our Science Center Campus in San Diego, California.
−Removed: For more information, see Note 18, Subsequent Events , to our condensed consolidated financial statements included herein.
+Added: Gross margin increased four percentage points in both the three and nine months ended September 30, 2025 versus 2024, due to lower EXPAREL inventory reserves and improved ZILRETTA product costs due to higher volumes manufactured in order to enhance the level of inventory on hand.
+Added: The increase in the three months ended September 30, 2025 versus 2024 was partially offset by higher EXPAREL product cost as a result of lower production volumes.
+Added: The increase in the nine months ended September 30, 2025 versus 2024 was partially offset by accelerated depreciation of fixed assets impacted by the decommissioning of our 45-liter EXPAREL batch manufacturing suite at our Science Center Campus in San Diego, California.
+Added: For more information, see Note 6, Fixed Assets , to our condensed consolidated financial statements included herein.
Additionally, in April 2025, the U.S.
−Removed: District Court, District of Nevada, concluded we were no longer obligated to pay royalties to the Research Development Foundation for EXPAREL manufactured under our enhanced, larger-scale manufacturing process.
−Removed: As a result, during the six months ended June 30, 2025, no royalty expense was incurred on net product sales of EXPAREL.
+Added: District Court, District of Nevada, concluded we were no longer obligated to pay royalties to the Research Development Foundation, or RDF, for EXPAREL manufactured under our enhanced, larger-scale manufacturing process.
+Added: As a result, during the nine months ended September 30, 2025, no royalty expense was incurred on net product sales of EXPAREL.
For more information, see Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 47
+Added: | Q3 2025 Form 10-Q | 46
Research and Development Expenses
4 unchanged sentences
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.
+Added: Additionally, as part of the GQ Bio Acquisition, expenses related to a key employee holdback are also included in R&D.
The following table provides a breakout of our R&D expenses during the periods indicated, including percent changes (dollar amounts in thousands):
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
6 unchanged sentences
% of total revenues 14 % 11 % 15 % 11 %
−Removed: Total R&D expense increased 39% and 40% in the three and six months ended June 30, 2025 versus 2024, respectively.
−Removed: Clinical and preclinical development expense increased 73% and 84% in the three and six months ended June 30, 2025 versus 2024, respectively, due to ongoing site start-up expenses and enrollment in the PCRX-201 Phase 2 ASCEND trial for knee OA, a ZILRETTA shoulder trial, an EXPAREL pediatric trial and an iovera° spasticity trial, as well as additional personnel to support clinical initiatives.
−Removed: We expect to continue investing in our clinical and preclinical development programs throughout 2025.
−Removed: Product development expense increased 8% and 9% in the three and six months ended June 30, 2025 versus 2024, respectively, attributable to investing in our HCAd platform, primarily for the PCRX-201 program.
−Removed: 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.
−Removed: Regulatory and other expense decreased 9% and 10% in the three and six months ended June 30, 2025 versus 2024, respectively, due to a realignment of medical communication activities, partially offset by additional sites related to the IGOR registry study.
−Removed: During the three and six months ended June 30, 2025, we accrued $1.1 million and $1.5 million, respectively, related to a key employee holdback.
+Added: Total R&D expense increased 36% and 38% in the three and nine months ended September 30, 2025 versus 2024, respectively.
+Added: Clinical and preclinical development expense increased 55% and 74% in the three and nine months ended September 30, 2025 versus 2024, respectively, due to ongoing site start-up expenses and enrollment in the PCRX-201 Phase 2 ASCEND trial for knee OA and an iovera° spasticity trial, as well as additional personnel to support clinical initiatives.
+Added: For the three months ended September 30, 2025 versus 2024, these increases were partially offset by an enrollment pause in a ZILRETTA shoulder trial pending Institutional Review Board (IRB) approval of a protocol amendment, as well as an enrollment pause between cohort 1 and cohort 2 in an EXPAREL pediatric trial.
+Added: For the nine months ended September 30, 2025 versus 2024, increases include site start-up of and ongoing enrollment in the ZILRETTA shoulder trial, partially offset by the winding down of a PCRX-201 Phase 1 trial for knee OA.
+Added: Product development expense decreased 5% in the three months ended September 30, 2025 versus 2024 attributable to ZILRETTA development costs that were incurred in the prior year to develop a manufacturing fill line that was placed into service in 2025.
+Added: Product development expense increased 4% in the nine months ended September 30, 2025 versus 2024, attributable to investing in our HCAd platform, primarily for the PCRX-201 program.
+Added: 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.
+Added: This manufacturing suite was approved by the FDA in February 2024 and placed into service in July 2024.
+Added: Regulatory and other expense increased 57% and 7% in the three and nine months ended September 30, 2025 versus 2024, respectively, due to a realignment of medical communication activities, as well as additional subjects enrolled in the IGOR registry study.
+Added: During the three and nine months ended September 30, 2025, we accrued $1.2 million and $2.6 million, respectively, related to a key employee holdback.
As part of the GQ Bio Acquisition, $7.8 million related to two employees’ payments will be recognized over three years pursuant to a key employee holdback agreement in increments of 50%, 30% and 20% at each year’s respective anniversary.
−Removed: Stock-based compensation expense increased 25% in each of the three and six months ended June 30, 2025 versus 2024, primarily due to increased R&D personnel as well as the shifting of our annual equity grant to the first quarter in 2025.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 48
+Added: | Q3 2025 Form 10-Q | 47
+Added: Stock-based compensation expense increased 30% and 26% in the three and nine months ended September 30, 2025 versus 2024, respectively, primarily due to increased R&D personnel as well as the shifting of our annual equity grant to the first quarter in 2025.
Selling, General and Administrative Expenses
5 unchanged sentences
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
4 unchanged sentences
% of total revenues 51 % 44 % 50 % 42 %
−Removed: Total selling, general and administrative expense increased 30% and 25% in the three and six months ended June 30, 2025 versus 2024, respectively.
−Removed: Sales and marketing expense increased 31% and 36% in the three and six months ended June 30, 2025 versus 2024, respectively, 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 to enhance key commercial capabilities and expand EXPAREL utilization.
+Added: Total selling, general and administrative expense increased 23% and 25% in the three and nine months ended September 30, 2025 versus 2024, respectively.
+Added: Sales and marketing expense increased 35% and 36% in the three and nine months ended September 30, 2025 versus 2024, respectively, 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 to enhance key commercial capabilities and expand EXPAREL utilization.
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.
−Removed: General and administrative expense increased 30% and 4% in the three and six months ended June 30, 2025 versus 2024, respectively, primarily driven by third-party investor relations advisory services, as well as an increased headcount in the business development, legal and information technology departments.
−Removed: In addition, the increase in the six months ended June 30, 2025 versus 2024 was partially offset by a recovery of legal expenses in the first quarter of 2025.
−Removed: Stock-based compensation expense increased 29% and 31% for the three and six months ended June 30, 2025 versus 2024, respectively, primarily due to equity grants provided to new executive officers as well as the shifting of our annual equity grant to the first quarter starting in 2025.
+Added: General and administrative expense increased 5% in both the three and nine months ended September 30, 2025 versus 2024 primarily driven by increased headcount in the business development and other administrative departments.
+Added: In addition, the increase in the nine months ended September 30, 2025 versus 2024 was partially offset by a recovery of legal expenses in the first quarter of 2025.
+Added: Stock-based compensation expense increased 11% and 24% for the three and nine months ended September 30, 2025 versus 2024, respectively, primarily due to equity grants provided to new executive officers as well as the shifting of our annual equity grant to the first quarter starting in 2025.
+Added: In October 2025, we received two separate Paragraph IV Certifications from two Chinese generic drug manufacturers each advising that they had submitted an Abbreviated New Drug Application to the FDA seeking authorization from the FDA to manufacture, use or sell a generic version of EXPAREL in the U.S.
+Added: We expect to incur additional legal costs to defend our intellectual property, although we cannot predict the extent of costs or the outcome of these matters at this time.
+Added: For more information, see Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 48
Amortization of Acquired Intangible Assets
1 unchanged sentence
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
2 unchanged sentences
For more information, see Note 8, Goodwill and Intangible Assets , to our condensed consolidated financial statements included herein.
+Added: Goodwill Impairment
+Added: The following table provides a summary of a goodwill impairment during the periods indicated, including percent changes (dollar amounts in thousands):
+Added: Three Months Ended
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
+Added: 2025 2024 2025 2024
+Added: Goodwill impairment $ — $ 163,243 (100)% $ — $ 163,243 (100)%
+Added: During the three months ended September 30, 2024, the FDA approved a generic competitor to EXPAREL and a U.S.
+Added: District Court ruled that one of our patents was not valid.
+Added: 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.
+Added: 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.
+Added: As a result, a goodwill impairment of $163.2 million was recorded during the three months ended September 30, 2024.
+Added: For more information, see Note 8, Goodwill and Intangible Assets , to our condensed consolidated financial statements included herein.
+Added: On April 7, 2025, we, along with our operating subsidiary, Pacira Pharmaceuticals, Inc., entered into a settlement agreement with eVenus Pharmaceutical Laboratories, Inc.;
+Added: their parent company — Jiangsu Hengrui Pharmaceuticals, Co.
+Added: and Fresenius Kabi USA, LLC, with respect to this matter.
+Added: For more information, see Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein.
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 49
−Removed: Contingent Consideration (Gains) Charges, Acquisition-related Expenses, Restructuring and Other
−Removed: The following table provides a summary of the costs related to the contingent consideration (gains) charges, acquisition-related expenses, restructuring and other during the periods indicated, including percent changes (dollar amounts in thousands):
+Added: | Q3 2025 Form 10-Q | 49
+Added: Contingent Consideration Charges (Gains), Acquisition-related Expenses, Restructuring and Other
+Added: The following table provides a summary of the costs related to the contingent consideration charges (gains), acquisition-related expenses, restructuring and other during the periods indicated, including percent changes (dollar amounts in thousands):
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
−Removed: Contingent consideration (gains) charges $ (357) $ 1,509 N/A $ (3,032) $ (2,297) 32%
+Added: Contingent consideration charges (gains) $ 625 $ (3,244) N/A $ (2,407) $ (5,541) (57)%
Restructuring charges 3,728 1,193 100+% 3,728 7,724 (52)%
−Removed: Acquisition-related expenses 991 230 100+% 2,502 404 100+%
+Added: Acquisition-related expenses (280) 285 N/A 2,222 689 100+%
Legal settlement — — N/A 7,000 — N/A
−Removed: Total contingent consideration (gains) charges, acquisition-related expenses, restructuring and other $ 634 $ 2,735 (77)% $ 6,470 $ 4,638 39%
−Removed: Total contingent consideration (gains) charges, acquisition-related expenses, restructuring and other included net charges that decreased 77% in the three months ended June 30, 2025 versus 2024.
−Removed: Total contingent consideration (gains) charges, acquisition-related expenses, restructuring and other included net charges that increased 39% in the six months ended June 30, 2025 versus 2024.
−Removed: During the three and six months ended June 30, 2025, we recognized contingent consideration gains of $0.4 million and $3.0 million, respectively, primarily due to revisions to the latest discount rates.
−Removed: During the three months ended June 30, 2024, we recognized a contingent consideration charge of $1.5 million primarily due to revisions to the latest discount rates.
−Removed: During the six months ended June 30, 2024, we recognized a contingent consideration gain of $2.3 million primarily due to an adjustment reflecting the probability of achieving the remaining regulatory milestone under the Flexion Acquisition by the milestone expiration date.
−Removed: During the three and six months ended June 30, 2024, we recognized restructuring charges of $1.0 million and $6.5 million, respectively, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.
−Removed: During the three and six months ended June 30, 2025, we recognized acquisition-related expenses of $1.0 million and $2.5 million, respectively, primarily related to third-party services and legal fees associated with the GQ Bio Acquisition.
−Removed: During the six months ended June 30, 2025, we recognized legal settlement costs of $7.0 million related to the settlement of the patent infringement suits against Fresenius Kabi USA, LLC, eVenus Pharmaceuticals Laboratories, Inc.
+Added: Legal judgment (23,148) — N/A (23,148) — N/A
+Added: Impairment of acquired in-process research & development (IPR&D) 25,866 — N/A 25,866 — N/A
+Added: Total contingent consideration charges (gains), acquisition-related expenses, restructuring and other $ 6,791 $ (1,766) N/A $ 13,261 $ 2,872 100+%
+Added: During the three and nine months ended September 30, 2025, total contingent consideration charges (gains), acquisition-related expenses, restructuring and other included net charges of $6.8 million and $13.3 million, respectively.
+Added: During the three and nine months ended September 30, 2024, total contingent consideration charges (gains), acquisition-related expenses, restructuring and other included net gains of $1.8 million and net charges of $2.9 million, respectively.
+Added: During the three months ended September 30, 2025, we recognized contingent consideration charges of $0.6 million due revisions to the latest discount rates, partially offset by a reduction in the sales forecast through the milestone expiration date of December 31, 2030.
+Added: During the nine months ended September 30, 2025, we recognized contingent consideration gains of $2.4 million due to revisions to the latest discount rates.
+Added: During the three and nine months ended September 30, 2024, we recognized contingent consideration gains 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.
+Added: In July 2025, as a result of improving manufacturing efficiencies for EXPAREL, we instituted a reduction in force at our Science Center Campus in San Diego, California.
+Added: Our enhanced efficiencies are the result of our multi-year investment in two large-scale 200+ liter EXPAREL batch manufacturing suites located in San Diego and Swindon, U.K., which commenced commercial production in 2024 and 2021, respectively.
+Added: As a result, during both the three and nine months ended September 30, 2025, we recognized $3.7 million of pre-tax employee termination benefit charges which consist of garden leave under California employment law, severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits.
+Added: In February 2024, we initiated a restructuring plan to ensure that we are well positioned for long-term growth.
+Added: The restructuring plan included, among other things:
+Added: (i) reshaping our executive team;
+Added: (ii) reallocating efforts and resources from our ex-U.S.
+Added: and certain early-stage development programs to our commercial portfolio in the U.S.
+Added: and (iii) reprioritizing investments to focus on other commercial initiatives.
+Added: As a result, during 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.
+Added: During the nine months ended September 30, 2025, we recognized acquisition-related expenses of $2.2 million primarily related to third-party services and legal fees associated with the GQ Bio Acquisition.
+Added: During the nine months ended September 30, 2025, we recognized legal settlement costs of $7.0 million related to the settlement of the patent infringement suits against Fresenius Kabi USA, LLC, eVenus Pharmaceuticals Laboratories, Inc.
and Jiangsu Hengrui Pharmaceuticals Co., Ltd.
−Removed: For more information, see Note 3, GQ Bio Therapeutics Acquisition , Note 10, Financial Instruments, Note 15, Contingent Consideration (Gains) Charges, Acquisition-related Expenses, Restructuring and Other and Note 16, Commitments and Contingencies, to our condensed consolidated financial statements included herein.
+Added: During the three and nine months ended September 30, 2025, we recognized $23.1 million in other income upon receipt of a cash payment associated with the U.S.
+Added: District Court for the District of Nevada issuing judgment declaring that RDF was
Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 50
−Removed: Other (Loss) Income, Net
+Added: | Q3 2025 Form 10-Q | 50
+Added: required to repay us the royalties on EXPAREL sales that we previously paid under protest.
+Added: In May and September 2025, RDF filed two notices of appeal which are pending.
+Added: During both the three and nine months ended September 30, 2025, we recorded a $25.9 million in-process research and development (IPR&D) impairment associated with our ZILRETTA shoulder asset due to revised completion timelines for clinical trials and commercial availability which directly impacted revenue forecasts, among other factors.
+Added: For more information on these events, see Note 3, GQ Bio Therapeutics Acquisition , Note 8, Goodwill and Intangible Assets , Note 10, Financial Instruments, Note 15, Contingent Consideration Charges (Gains), Acquisition-related Expenses, Restructuring and Other and Note 16, Commitments and Contingencies, to our condensed consolidated financial statements included herein.
+Added: Other Income (Loss), Net
The following table provides information regarding other income, net during the periods indicated, including percent changes (dollar amounts in thousands):
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
1 unchanged sentence
Interest expense (4,279) (4,689) (9)% (13,554) (11,889) 14%
−Removed: Gain on early extinguishment of debt — 7,518 (100)% — 7,518 (100)%
+Added: (Loss) gain on early extinguishment of debt (983) — N/A (983) 7,518 N/A
Other, net (110) (122) (10)% (6,448) (320) 100+%
−Removed: Total other (loss) income, net $ (10,426) $ 8,344 N/A $ (3,710) $ 8,772 N/A
−Removed: Total other loss, net was $10.4 million and $3.7 million in the three and six months ended June 30, 2025, respectively.
−Removed: Total other income, net was $8.3 million and $8.8 million in the three and six months ended June 30, 2024, respectively.
−Removed: Interest income increased 5% and 38% in the three and six months ended June 30, 2025 versus 2024, respectively, 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.
−Removed: Interest expense increased 21% and 29% in the three and six months ended June 30, 2025 versus 2024, respectively, primarily due to 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).
+Added: Total other income (loss), net $ 3,162 $ 671 100+% $ (548) $ 9,443 N/A
+Added: Total other income (loss), net in the three and nine months ended September 30, 2025 included net other income of $3.2 million and a net other loss of $0.5 million, respectively.
+Added: Total other income, net in the three and nine months ended September 30, 2024 was $0.7 million and $9.4 million, respectively.
+Added: Interest income increased 56% and 45% in the three and nine months ended September 30, 2025 versus 2024, respectively, due to interest income associated with the judgment surrounding the RDF legal proceeding, as well as interest realized on a GQ Bio note receivable investment we had made prior to the GQ Bio Acquisition, partially offset by lower interest rate and lower cash balances after repayment of the 2025 Notes.
+Added: For more information on the RDF legal judgment, see Note 16, Commitments and Contingencies, to our condensed consolidated financial statements included herein.
+Added: Interest expense decreased 9% in the three months ended September 30, 2025 versus 2024, primarily due to the repayment of 2025 Notes and lower interest rate Revolving Credit Facility.
+Added: Interest expense increased 14% in the nine months ended September 30, 2025 versus 2024 primarily due to the completion of a project that had incurred capitalized interest in the comparable period, as well as issuing the 2029 Notes (as defined below) in May 2024.
For more information, see Note 9, Debt, to our condensed consolidated financial statements included herein.
−Removed: In the three and six months ended June 30, 2024, we recognized a $7.5 million gain on early extinguishment of debt in conjunction with the repurchase of $200.0 million principal of our 2025 Notes (as defined below).
−Removed: The partial repurchase of the 2025 Notes was completed with our net proceeds from the issuance of the 2029 Notes.
−Removed: The $10.7 million and $6.3 million other net loss during the three and six months ended June 30, 2025 was primarily driven by an impairment of an equity investment and convertible note receivable totaling $11.0 million.
−Removed: For the six months ended June 30, 2025, the other net loss was partially offset by a realized gain associated with a previously acquired equity investment in GQ Bio that increased in fair value resulting from the GQ Bio Acquisition.
−Removed: For more information, see Note 10, Financial Instruments , and Note 3, GQ Bio Therapeutics Acquisition , to our condensed consolidated financial statements included herein.
+Added: In the three and nine months ended, September 30, 2025, we recognized a $1.0 million loss on early extinguishment of debt in conjunction with the repayment of the TLA Term Loan.
+Added: 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 principal of our 2025 Notes (as defined below).
+Added: The $6.4 million other net loss during the nine months ended September 30, 2025 was primarily driven by an impairment of an equity investment and convertible note receivable totaling $11.0 million, partially offset by a realized gain associated with a previously acquired equity investment in GQ Bio that increased in fair value resulting from the GQ Bio Acquisition.
+Added: For more information, see Note 3, GQ Bio Therapeutics Acquisition , and Note 10, Financial Instruments , to our condensed consolidated financial statements included herein.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 51
Income Tax Expense
1 unchanged sentence
Three Months Ended
−Removed: June 30, % Increase / (Decrease) Six Months Ended
−Removed: June 30, % Increase / (Decrease)
+Added: September 30, % Increase / (Decrease) Nine Months Ended
+Added: September 30, % Increase / (Decrease)
2025 2024 2025 2024
1 unchanged sentence
Effective tax rate 43 % (3) % 67 % (30) %
−Removed: The effective tax rates were (152)% and 101% for the three and six months ended June 30, 2025, respectively.
−Removed: The effective tax rates were 48% and 45% for the three and six months ended June 30, 2024, respectively.
+Added: The effective tax rates were 43% and 67% for the three and nine months ended September 30, 2025, respectively.
+Added: The effective tax rates were (3)% and (30)% for the three and nine months ended September 30, 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.
−Removed: The effective tax rate for the three and six months ended June 30, 2025 is primarily impacted by costs related to non-deductible stock-based compensation, non-deductible executive compensation and a non-U.S.
−Removed: valuation allowance.
−Removed: The effective tax rates for the three and six months ended June 30, 2024 include costs related to non-deductible stock-based
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 51
−Removed: compensation, primarily related to expired stock options, and non-deductible executive compensation, partially offset by tax credits.
+Added: The effective tax rate for the three and nine months ended September 30, 2025 is primarily impacted by costs related to non-deductible stock-based compensation, non-deductible executive compensation and a non-U.S.
+Added: valuation allowance, partially offset by tax credits.
+Added: The effective tax rate for the three and nine months ended September 30, 2024 was primarily impacted by non-deductible goodwill impairment charges.
+Added: The effective tax rate for the nine months ended September 30, 2024 was additionally impacted by costs related to non-deductible stock-based compensation, mainly related to expired stock options.
Liquidity and Capital Resources
3 unchanged sentences
We have financed our operations primarily with the proceeds from the sale of convertible senior notes and other debt, common stock, product sales and collaborative licensing and milestone revenue.
−Removed: As of June 30, 2025, we had an accumulated deficit of $206.4 million, cash and cash equivalents and available-for-sale investments of $445.9 million and working capital of $432.4 million.
+Added: As of September 30, 2025, we had an accumulated deficit of $201.0 million, cash and cash equivalents and available-for-sale investments of $246.3 million and working capital of $455.7 million.
We expect that our cash and cash equivalents and available-for-sale investments on hand will be adequate to cover our short-term liquidity needs, and that we would be able to access other sources of financing should the need arise.
1 unchanged sentence
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated (in thousands):
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Condensed Consolidated Statements of Cash Flows Data:
4 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents 337 —
−Removed: Net increase in cash and cash equivalents $ 23,710 $ 93,755
+Added: Net (decrease) increase in cash and cash equivalents $ (129,185) $ 92,667
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 52
Operating Activities
−Removed: During the six months ended June 30, 2025, net cash provided by operating activities was $47.5 million, compared to $102.3 million during the six months ended June 30, 2024.
−Removed: The decrease of $54.9 million was attributable to 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 and a higher investment in inventory, partially offset by improvements in gross margin.
+Added: During the nine months ended September 30, 2025, net cash provided by operating activities was $108.3 million, compared to $156.3 million during the nine months ended September 30, 2024.
+Added: The decrease of $48.0 million was attributable to 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 and a higher investment in inventory, partially offset by the Company receiving $28.3 million related to a legal judgment by the U.S.
+Added: District Court for the District of Nevada in the RDF legal proceeding and improvements in gross margin.
+Added: See Note 16, Commitments and Contingencies , to our condensed consolidated financial statements included herein for further discussion.
Investing Activities
−Removed: During the six months ended June 30, 2025, net cash provided by investing activities was $36.5 million, which reflected $65.7 million of inflows from available-for-sale investment sales (net of purchases), partially offset by $16.7 million related to the cash consideration for the GQ Bio Acquisition (net of cash acquired), as well as $11.2 million of capital expenditures for manufacturing product fill lines and the build-out of our new corporate headquarters in Brisbane, California,
−Removed: During the six months ended June 30, 2024, net cash used in investing activities was $30.7 million, which reflected $26.3 million of outflows from available-for-sale investment purchases (net of sales), as well as $4.4 million of capital expenditures for manufacturing product fill lines and for an EXPAREL capacity expansion project at our Science Center Campus in San Diego, California.
+Added: During the nine months ended September 30, 2025, net cash provided by investing activities was $80.1 million, which reflected $113.2 million of inflows from available-for-sale investment sales (net of purchases), partially offset by $16.7 million related to the cash consideration for the GQ Bio Acquisition (net of cash acquired), as well as $15.1 million of capital expenditures for manufacturing product fill lines and the build-out of our new corporate headquarters in Brisbane, California.
+Added: 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.
Financing Activities
−Removed: During the six months ended June 30, 2025, net cash used in financing activities was $60.5 million, which primarily consisted of $50.0 million in purchases of treasury stock under a new $300.0 million share repurchase program authorized by our board of directors in April 2025, $6.6 million voluntary prepayments associated with the TLA Term Loan, as well as $5.5 million to withhold shares of common stock to cover employee tax withholding obligations on restricted stock unit vests.
−Removed: For more information, see Note 11, Stockholders' Equity , to our condensed consolidated financial statements included herein and Part II Item 2.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q.
+Added: During the nine months ended September 30, 2025, net cash used in financing activities was $318.0 million, which primarily consisted of the $202.5 million repayment of the 2025 Notes;
+Added: a $105.3 million repayment and extinguishment of the TLA Term Loan using $96.0 million in proceeds (net of repayments) of the Revolving Credit Facility to repay the remaining indebtedness outstanding;
+Added: $100.1 million in purchases of treasury stock under a new $300.0 million share repurchase program authorized by our board of directors in April 2025;
+Added: as well as $5.5 million to withhold shares of common stock to cover employee tax withholding obligations on restricted stock unit vests.
There were also $1.6 million of proceeds from the issuance of common stock through our ESPP.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 52
−Removed: During the six months ended June 30, 2024, net cash provided by financing activities was $22.2 million, which primarily consisted of $287.5 million in proceeds from the issuance of the 2029 Notes.
+Added: For more information on our share repurchase program, see Note 11, Stockholders' Equity , to our condensed consolidated financial statements included herein and Part II Item 2.
+Added: Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q.
+Added: 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.
−Removed: Additionally, we paid the remaining $8.6 million of 3.375% convertible senior notes due 2024 assumed from the Flexion Acquisition upon their maturity and made $5.6 million of voluntary prepayments associated with the TLA Term Loan.
−Removed: There were also $1.4 million of proceeds from the issuance of common stock through our ESPP.
−Removed: See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion of the TLA Term Loan.
+Added: Additionally, we paid the remaining $8.6 million of 3.375% convertible senior notes due 2024 assumed from the Flexion Acquisition upon their maturity and made $8.4 million voluntary prepayments associated with the TLA Term Loan.
+Added: There was also $1.4 million of proceeds from the issuance of common stock through our ESPP.
+Added: See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion of the 2025 Notes, Revolving Line of Credit and the repayment and extinguishment of the TLA Term Loan.
Revolving Credit Facility
3 unchanged sentences
Subject to certain conditions, we may, at any time, on one or more occasions, add one or more new classes of term facilities and/or increase the principal amount of any existing class of term loans by requesting one or more incremental term facilities in an aggregate principal amount not to exceed the greater of $225.0 million and 100% of Consolidated EBITDA (as defined in the Credit Agreement).
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 53
Each revolving loan borrowing which is an alternate base rate borrowing will bear interest at a rate per annum equal to (i) a base rate, plus (ii) a spread based on our Senior Secured Net Leverage Ratio (as defined in the Credit Agreement) ranging from 1.50% to 2.25%.
1 unchanged sentence
The Credit Agreement also contains customary affirmative and negative covenants, financial covenants, representations and warranties, events of default and other provisions.
−Removed: Upon entering into the Credit Agreement, we borrowed $101.0 million under the Revolving Credit Facility.
+Added: As of September 30, 2025, we were in compliance with all covenants under the Credit Agreement.
+Added: Upon entering into the Credit Agreement, we borrowed $101.0 million under the Revolving Credit Facility, of which $96.0 million is outstanding as of September 30, 2025 after we made repayments of $5.0 million during the nine months ended September 30, 2025.
2028 Term Loan A Facility
1 unchanged sentence
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 was secured by substantially all of our and any subsidiary guarantor’s assets.
−Removed: We could 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.
−Removed: Each term loan borrowing which 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 our Senior Secured Net Leverage Ratio ranging from 2.00% to 2.75%.
−Removed: 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%.
−Removed: During the six months ended June 30, 2025, we made $6.6 million of voluntary principal prepayments.
−Removed: During the year ended December 31, 2024, we made $11.3 million of voluntary principal prepayments.
−Removed: As of June 30, 2025, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.43%.
−Removed: As of June 30, 2025, we were in compliance with all financial covenants under the TLA Credit Agreement.
−Removed: In July 2025, we repaid the indebtedness outstanding under our TLA Credit Agreement and terminated the TLA Credit Agreement concurrently with our entry into the Revolving Credit Facility, which resulted in a loss on extinguishment of debt of approximately $0.9 million.
−Removed: The TLA Credit Agreement had a maturity date of March 31, 2028.
−Removed: For more information, see Note 9, Debt , and Note 18, Subsequent Events , to our condensed consolidated financial statements included herein for further discussion.
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 53
+Added: The TLA Term Loan was scheduled to mature on March 31, 2028 and the TLA Credit Agreement required quarterly repayments of principal in the amount of $2.8 million which commenced on June 30, 2023 and increased to $3.8 million on March 31, 2025, with an originally stated balloon payment of approximately $85.3 million due at maturity.
+Added: On July 3, 2025, we used a portion of the $300.0 million of Revolving Credit Facility to repay the remaining indebtedness outstanding under the TLA Credit Agreement, which consisted of $98.8 million and its final interest payment of $0.1 million, and terminated the TLA Credit Agreement.
+Added: We did not incur any prepayment penalties or fees in connection with the termination of the TLA Credit Agreement.
+Added: The prepayment resulted in a loss on early extinguishment of debt of approximately $1.0 million which was recognized during the three months ended September 30, 2025.
+Added: Prior to the TLA Credit Agreement extinguishment, we made voluntary principal prepayments of $6.6 million during the nine months ended September 30, 2025 and $11.3 million during the year ended December 31, 2024.
+Added: For more information, see Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion.
2029 Convertible Senior Notes
2 unchanged sentences
The 2029 Notes mature on May 15, 2029.
−Removed: At June 30, 2025, all $287.5 million of principal was outstanding on the 2029 Notes.
+Added: At September 30, 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.
4 unchanged sentences
The partial repurchase of the 2025 Notes resulted in a $7.5 million gain on early extinguishment of debt.
−Removed: At June 30, 2025, the outstanding principal on the 2025 Notes was $202.5 million, and on August 1, 2025, the 2025 Notes matured and we settled the remaining outstanding principal balance of $202.5 million in cash.
+Added: On August 1, 2025, the 2025 Notes matured and we settled the remaining outstanding principal balance of $202.5 million in cash.
+Added: Between February 3, 2025 and the close of business on the second scheduled trading day immediately preceding August 1, 2025, holders could have converted their 2025 Notes at any time.
+Added: Upon the maturity of the 2025 Notes, a nominal gain on extinguishment of debt was recognized due to certain holders having converted their 2025 Notes.
See Note 9, Debt , to our condensed consolidated financial statements included herein for further discussion.
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 54
Future Capital Requirements
14 unchanged sentences
• the extent to which we acquire or invest in products, businesses and technologies;
−Removed: Pacira BioSciences, Inc.
−Removed: | Q2 2025 Form 10-Q | Page 54
• the timing and the number of shares of our common stock either repurchased through our $300.0 million share repurchase program announced in April 2025, which has an expiration date of December 31, 2026 or withheld to cover employee tax withholding obligations on restricted stock unit vests.
6 unchanged sentences
Contractual Obligations
−Removed: In July 2025, we entered into a non-cancelable contractual commitment of approximately $4.0 million and $5.5 million in 2025 and 2026, respectively.
+Added: In the three months ended September 30, 2025, we entered into a non-cancelable contractual commitment of approximately $2.4 million for the remaining three months of 2025 and $5.5 million in 2026.
Except as set forth above, 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 .
+Added: Pacira BioSciences, Inc.
+Added: | Q3 2025 Form 10-Q | 55
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.