What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 759 added, 642 removed, 1285 unchanged (52% of the section changed)

15 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | 93

Directors, Executive Officers and Corporate Governance

14 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

8 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | 94

EXHIBIT INDEX

10 unchanged sentences

8-K 3.1 4/9/2019

Second Amended and Restated Bylaws.

Third Amended and Restated Bylaws.

8-K 3.1 3/14/2025

Specimen Certificate Evidencing Shares of Common Stock.

Indenture (including form of 0.750% Convertible Senior Notes due 2025), dated July 10, 2020, between the Registrant and Computershare Corporate Trust, National Association, as trustee (formerly Wells Fargo Bank, National Association).

10-K 4.1 2/27/2025

9 unchanged sentences

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

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

Amended and Restated 2014 Inducement Plan.* ***

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

6 unchanged sentences

S-1/A 10.5 12/3/2010

Employment Agreement by and between Pacira Pharmaceuticals, Inc.

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

Amendment No.

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

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

Amendment No.

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

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

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

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

Pacira BioSciences, Inc.

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

Incorporation By Reference From

Number Description Form Exhibit Date

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

1 unchanged sentence

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

Cross.*** 10-K 10.18 2/27/2025

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

9 unchanged sentences

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

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | 95

Incorporation By Reference From

Number Description Form Exhibit Date

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

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

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

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

Amendment No.

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

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

Employment Agreement by and between Pacira Pharmaceuticals, Inc.

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

Amendment No.

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

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

Amendment No.

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

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

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

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

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

and Charles A.

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

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

Reinhart, III* ***

10-Q 10.5 11/6/2024

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

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

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

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

Amendment No.

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

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

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

8 unchanged sentences

2 to Pacira BioSciences, Inc.

Deferred Compensation Plan.* ***

Deferred Compensation Plan.*** 10-K 10.30 2/27/2025

Pacira BioSciences, Inc.

Long-Term Incentive Plan.* ***

Long-Term Incentive Plan.*** 10-K 10.31 2/27/2025

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

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

and Patheon UK Limited.

10-Q 10.1 7/31/2014

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

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

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

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

and Patheon UK Limited.* ††

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

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

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

and Patheon UK Limited.* ††

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

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

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

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

First Amendment to Manufacturing and Supply Agreement dated April 2, 2019 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.34 2/27/2025

Second Amendment to Manufacturing and Supply Agreement dated October 31, 2024 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.35 2/27/2025

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

and Patheon UK Limited.## 10-K 10.37 2/27/2025

Second Amendment to Technical Transfer and Service Agreement dated May 1, 2018 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.38 2/27/2025

Third Amendment to Technical Transfer and Service Agreement dated April 2, 2019 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.39 2/27/2025

Fourth Amendment to Technical Transfer and Service Agreement dated August 30, 2019 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.40 2/27/2025

Fifth Amendment to Technical Transfer and Service Agreement dated December 11, 2019 by and between Pacira Limited and Patheon UK Limited.†† ## 10-K 10.41 2/27/2025

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

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

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

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | 96

Incorporation By Reference From

1 unchanged sentence

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

and Patheon UK Limited, as amended to date.†† 10-K 10.36 2/28/2022

and Patheon UK Limited, as amended to date.* ††

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

5 unchanged sentences

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

and Patheon UK Limited, as amended to date.†† 10-K 10.37 2/28/2022

and Patheon UK Limited, as amended to date.* ††

Side Letter to the Manufacturing and Supply Agreement between Flexion Therapeutics, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

8-K 10.1 11/19/2021

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

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

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

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

Amendment No.

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

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

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

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

Amendment No.

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

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

Credit Agreement, dated as of July 3, 2025, by and among the Registrant., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swingline lender and an issuing bank.## 8-K 10.1 7/7/2025

Settlement Agreement, dated April 7, 2025, by and between Pacira BioSciences, Inc.

and Pacira Pharmaceuticals, Inc.

with Fresenius Kabi USA, LLC, eVenus Pharmaceutical Laboratories Inc., and Jiangsu Hengrui Pharmaceuticals Co., Ltd.

(f/k/a Jiangsu Hengrui Medicine Co., Ltd.).†† ## 10-Q 10.1 5/8/2025

Form of Capped Call Transaction Confirmation.

2 unchanged sentences

Insider Trading Policy.

10-K 19 2/27/2025

Subsidiaries of the Registrant.*

5 unchanged sentences

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

Pacira BioSciences, Inc.

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

Incorporation By Reference From

Number Description Form Exhibit Date

101.INS* Inline XBRL Instance Document.*

5 unchanged sentences

104* Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | 97

* Filed herewith.

10 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | 98

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

11 unchanged sentences

Christie Mark Froimson

CROSS /s/ MARK KRONENFELD /s/ MICHAEL YANG

Cross Mark Kronenfeld Michael Yang

CROSS /s/ SAMIT HIRAWAT /s/ MARK KRONENFELD

Cross Samit Hirawat Mark Kronenfeld

Chief Financial Officer

/s/ ALETHIA YOUNG /s/ LAURA BREGE

Principal Accounting Officer Alethia Young Laura Brege

Chair of the Board of Directors

/s/ LAUREN RIKER

Senior Vice President, Finance

/s/ MICHAEL YANG /s/ ALETHIA YOUNG

Principal Accounting Officer Michael Yang Alethia Young

/s/ LAUREN RIKER /s/ LAURA BREGE

Lauren Riker Laura Brege

Senior Vice President, Finance Chair of the Board of Directors

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | 99

PACIRA BIOSCIENCES, INC.

9 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

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

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

2 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

26 unchanged sentences

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Pacira BioSciences, Inc.

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

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

2 unchanged sentences

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

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

(1) relate to accounts or

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-2

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

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

13 unchanged sentences

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

Impairment of Goodwill

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

During the three months ended September 30, 2024, the Company determined that certain triggering events, combined with a subsequent decrease in common stock price, indicated that it was more likely than not that the fair value of goodwill may be less than its carrying value, which required the Company to perform a quantitative impairment test.

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

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

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

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

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

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

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

Evaluation of the impairment of the ZILRETTA in-process research & development intangible

As discussed in Notes 2 and 9 to the consolidated financial statements, 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 the indefinite-lived intangible asset is at risk of not being recoverable.

During the three months ended September 30, 2025, the Company determined the fair value of the ZILRETTA acquired in-process research and development (IPR&D) may be at risk of impairment due to revised completion timelines for clinical trials and commercial availability which directly impacted revenue forecasts.

The Company conducted an impairment assessment comparing carrying value against the fair value estimated using a discounted cash flow model.

An impairment of $25.9 million was recognized during 2025.

We identified the evaluation of the impairment of the ZILRETTA IPR&D intangible asset as a critical audit matter.

Subjective auditor judgment was required to evaluate the fair value of the ZILRETTA IPR&D intangible asset due to the high degree of subjectivity in the key assumptions used.

The key assumptions included forecasted revenue and the discount rate, as the fair value of the intangible asset was sensitive to changes in these assumptions.

Changes in the key assumptions could have a significant impact on the fair value of this intangible asset and the impairment recorded.

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

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

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

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

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

Pacira BioSciences, Inc.

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

data that was assessed to be relevant and reliable.

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process used to determine the fair value of the ZILRETTA IPR&D intangible asset.

This included controls related to the development of the key assumptions.

We evaluated the forecasted revenue used by the Company to determine fair value, by comparing the underlying elements of the forecasted revenue assumptions to industry data.

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

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

2 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-3

PACIRA BIOSCIENCES, INC.

8 unchanged sentences

Total current assets 547,974 745,130

Noncurrent available-for-sale investments — 2,410

Fixed assets, net 140,690 167,169

10 unchanged sentences

Lease liabilities 9,839 8,887

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

Current portion of long-term debt, net — 201,776

Total current liabilities 120,590 309,920

Convertible senior notes, net 279,334 398,594

Long-term debt, net 372,189 383,545

1 unchanged sentence

Contingent consideration 18,066 20,241

Deferred tax liabilities 4,213 —

Other liabilities 20,572 16,817

7 unchanged sentences

250,000,000 shares authorized;

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

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

47,890,777 shares issued and 41,116,739 shares outstanding at December 31, 2025 and 47,077,844 shares issued and 46,240,604 shares outstanding at December 31, 2024

Treasury stock, at cost, inclusive of excise tax and broker fees, 6,774,038 and 837,240 shares at December 31, 2025 and 2024, respectively

( 176,565 ) ( 25,121 )

Additional paid-in capital 1,064,623 1,009,435

5 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-4

PACIRA BIOSCIENCES, INC.

12 unchanged sentences

Goodwill impairment — 163,243 —

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

Contingent consideration gains, acquisition-related expenses, restructuring and other 14,112 7,702 ( 352 )

Total operating expenses 707,220 774,337 587,303

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

Income (loss) from operations 19,191 ( 73,371 ) 87,675

Other income (expense):

1 unchanged sentence

Interest expense ( 17,446 ) ( 16,569 ) ( 20,306 )

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

(Loss) gain on early extinguishment of debt ( 983 ) 7,518 ( 16,926 )

Other, net ( 6,620 ) ( 373 ) ( 186 )

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

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

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

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

Net (loss) income per share:

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

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

Total other (expense) income, net ( 2,317 ) 10,265 ( 25,974 )

Income (loss) before income taxes 16,874 ( 63,106 ) 61,701

Income tax expense ( 9,840 ) ( 36,454 ) ( 19,746 )

Net income (loss) $ 7,034 $ ( 99,560 ) $ 41,955

Net income (loss) per share:

Basic net income (loss) per common share $ 0.16 $ ( 2.15 ) $ 0.91

Diluted net income (loss) per common share $ 0.16 $ ( 2.15 ) $ 0.89

Weighted average common shares outstanding:

3 unchanged sentences

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-5

PACIRA BIOSCIENCES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

1 unchanged sentence

2025 2024 2023

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

Net income (loss) $ 7,034 $ ( 99,560 ) $ 41,955

Other comprehensive income (loss):

Net unrealized gain (loss) on investments, net of tax 66 647 ( 662 )

Net unrealized (loss) gain on investments, net of tax ( 93 ) 66 647

Foreign currency translation adjustments 4,077 30 ( 20 )

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

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

Total other comprehensive income 3,984 96 627

Comprehensive income (loss) $ 11,018 $ ( 99,464 ) $ 42,582

See accompanying notes to consolidated financial statements

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-6

PACIRA BIOSCIENCES, INC.

9 unchanged sentences

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

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

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

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

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

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

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

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

Other comprehensive loss (Note 12)

Other comprehensive income (Note 13)

— — — — — — 627 627

1 unchanged sentence

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

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

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

2 unchanged sentences

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

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

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

Other comprehensive income (Note 13)

— — — — — — 96 96

Net income — — — — — 41,955 — 41,955

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

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

Exercise of stock options 31 — — — 502 — — 502

Vested restricted stock units 836 — 1 — — — — 1

2 unchanged sentences

Stock-based compensation — — — — 57,502 — — 57,502

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

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

Purchase of treasury stock, inclusive of excise tax and broker fees — ( 5,937 ) — ( 151,444 ) — — — ( 151,444 )

Other comprehensive income (Note 13)

— — — — — — 3,984 3,984

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

Net income — — — — — 7,034 — 7,034

Balance at December 31, 2025 47,891 ( 6,774 ) $ 48 $ ( 176,565 ) $ 1,064,623 $ ( 199,322 ) $ 4,327 $ 693,111

1 unchanged sentence

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-7

PACIRA BIOSCIENCES, INC.

4 unchanged sentences

Operating activities:

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

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

Net income (loss) $ 7,034 $ ( 99,560 ) $ 41,955

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

Goodwill impairment — 163,243 —

Indefinite-lived intangible asset impairment 25,866 — —

Investment impairment 11,000 — —

Loss on lease terminations — 2,165 —

1 unchanged sentence

Depreciation of fixed assets and amortization of intangible assets 91,023 78,785 75,574

Amortization of debt issuance costs 3,130 2,996 4,400

Amortization of debt discount 92 752 2,807

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

Amortization of debt issuance costs and debt discount 2,997 3,222 3,748

Loss (gain) on early extinguishment of debt 983 ( 7,518 ) 16,926

Stock-based compensation 57,502 51,171 47,895

Changes in contingent consideration ( 2,175 ) ( 4,457 ) ( 3,424 )

Impairment of indefinite-lived intangible asset — — 26,134

Impairment of investment — — 10,000

Other net losses 236 2,137 285

Net accretion of discount on available-for-sale investments ( 4,927 ) ( 7,421 ) ( 4,576 )

Other net (gains) losses ( 5,520 ) 236 2,137

Changes in operating assets and liabilities:

3 unchanged sentences

Accounts payable ( 5,598 ) 3,084 916

Accrued expenses and income taxes payable 11,720 ( 22,039 ) ( 19,857 )

Other liabilities 2,714 434 ( 556 )

Accrued expenses and other liabilities 6,853 14,434 ( 21,605 )

Net cash provided by operating activities 151,994 189,389 154,649

Investing activities:

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

Purchases of fixed assets ( 15,333 ) ( 10,636 ) ( 15,161 )

1 unchanged sentence

Sales of available-for-sale investments 273,807 179,572 237,068

Payment of contingent consideration — — ( 32,000 )

Purchases of debt and equity investments ( 1,250 ) — ( 6,758 )

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

Net cash provided by (used in) investing activities 99,481 ( 83,276 ) 77,541

Financing activities:

2 unchanged sentences

Payment of employee withholding taxes on restricted stock unit vests ( 5,617 ) ( 491 ) ( 106 )

Purchase of treasury stock ( 25,000 ) — —

Purchase of treasury stock, inclusive of broker fees ( 148,328 ) ( 25,000 ) —

Proceeds from Revolving Credit Facility 101,000 — —

Proceeds from 2029 convertible senior notes — 287,500 —

2 unchanged sentences

Repayment of 2025 convertible senior notes ( 202,487 ) ( 190,994 ) —

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

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

Repayment of Term loan A facility ( 105,312 ) ( 11,250 ) ( 33,437 )

Repayment of Revolving Credit Facility ( 10,000 ) — —

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

1 unchanged sentence

Payment of debt issuance and financing costs ( 2,186 ) ( 9,350 ) ( 1,163 )

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

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

Net cash (used in) provided by financing activities ( 369,627 ) 17,363 ( 183,031 )

Effect of exchange rate changes on cash and cash equivalents ( 77 ) — —

Net (decrease) increase in cash and cash equivalents ( 118,229 ) 123,476 49,159

Cash and cash equivalents, beginning of year 276,774 153,298 104,139

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Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-8

PACIRA BIOSCIENCES, INC.

5 unchanged sentences

Cash paid for interest $ 15,235 $ 15,418 $ 27,635

Cash paid for income taxes, net of refunds $ 11,021 $ 4,366 $ 7,398

Non-cash investing and financing activities:

Issuance of common stock from conversion of 2022 convertible senior notes $ — $ — $ 3,040

Fixed assets included in accounts payable and accrued liabilities $ 1,468 $ 5,565 $ 1,982

Share repurchases included in accrued liabilities $ 1,792 $ — $ —

Excise tax on share repurchases included in accrued liabilities $ 1,324 $ 121 $ —

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Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-9

PACIRA BIOSCIENCES, INC.

2 unchanged sentences

Pacira BioSciences, Inc.

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

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.

EXPAREL is currently indicated to produce postsurgical local analgesia via infiltration in patients aged 6 years and older, and postsurgical regional analgesia via an interscalene brachial plexus block in adults, a sciatic nerve block in the popliteal fossa in adults, and an adductor canal block in adults for postsurgical pain management (the safety and effectiveness of EXPAREL have not been established to produce postsurgical regional analgesia via other nerve blocks besides an interscalene brachial plexus nerve block, a sciatic nerve block in the popliteal fossa, or an adductor canal block).

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.

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

The Company is also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel gene therapy vector platform enabling local administration of genetic medicines with the potential to treat large prevalent diseases like OA.

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

PCRX-201 is the lead program from this platform.

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

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

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

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

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

For more information on the GQ Bio Acquisition, see Note 4, GQ Bio Therapeutics Acquisition .

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

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Revenue From Contracts With Customers

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

(ii) ZILRETTA in the U.S.;

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

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

The Company’s net product sales are primarily within the U.S.

and consist of EXPAREL, ZILRETTA, iovera° and sales of bupivacaine liposome injectable suspension for veterinary use.

See Note 5, Revenue , for further information on the Company’s accounting policies related to revenue from contracts with customers.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-10

PACIRA BIOSCIENCES, INC.

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Royalty Revenue

Royalties are estimated and recognized as revenue when sales to the Company’s commercial partners occur, unless some constraint exists, as the royalties predominately relate to a supply agreement.

Royalties are based on sales of the Company’s bupivacaine liposome injectable suspension product for veterinary use.

Royalties are estimated and recognized as revenue when sales to the Company’s commercial partners occur, unless some constraint exists, as the royalties predominately relate to the supply of product.

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

Concentration of Major Customers

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Research and Development Expenses

Research and development expenditures are expensed as incurred.

Research and development, or R&D, expenditures are expensed as incurred.

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

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

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

R&D costs are presented net of any reimbursements from commercial partners.

Additionally, as part of the GQ Bio Acquisition, expenses related to a key employee holdback are also included in R&D.

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

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Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company accrues interest and penalties on underpayments of income taxes, including those related to unrecognized tax benefits, as a component of income tax expense in its consolidated statements of operations.

Stock-Based Compensation

The Company’s stock-based compensation consists of grants of stock options and restricted stock units, or RSUs, to employees, consultants and non-employee directors, in addition to the opportunity for employees to participate in an employee stock purchase plan.

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

With regard to uncertain tax positions, it is the Company’s policy to provide for tax and related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established, the statute of limitations expires for a tax jurisdiction year or the Company is required to pay amounts in excess of the liability, its effective tax rate in a given financial statement period may be affected.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-11

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

Stock-Based Compensation

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

• Expected term of the option

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The carrying values approximate fair value as of December 31, 2025 and 2024.

Short-Term and Noncurrent Available-For-Sale Investments

Available-For-Sale Investments

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

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

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

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

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

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

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-12

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fixed assets are recorded at cost, net of accumulated depreciation and amortization.

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

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

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

recognition of accelerated depreciation expense in future periods.

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

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

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Variable lease payments are not included at commencement and are recognized in the period in which they are incurred.

The Company has elected to net the amortization of its ROU assets and the reduction of the lease liability principal in other liabilities in the consolidated statement of cash flows.

The Company has elected to net the reduction in the carrying amount of its ROU assets and the reduction of the lease liability principal in other liabilities in the consolidated statement of cash flows.

The lease term is based on the contractual term and is adjusted for any renewal options or termination rights that are reasonably certain to be exercised.

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In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is recorded as an expense at the acquisition date.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-13

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Any excess of the purchase price (consideration transferred) over the estimated fair values of net assets acquired is recorded as goodwill.

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

Changes in contingent consideration

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

Per Share Data

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

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

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-14

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Per Share Data

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

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

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

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

Potential common shares associated with convertible senior notes in which the principal can be repaid in either cash or common shares are treated under the if-converted method and adjustments are made to the diluted net income (loss) per common share calculation as if the Company had converted the convertible 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.

The if-converted method does not apply to convertible senior notes which require that the principal must be repaid in cash.

Instead, only the premium, if any, would be impacted by the if-converted method.

Treasury Stock

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

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

The broker fees incurred and excise tax on repurchases of the Company’s common stock are recorded as a cost of acquiring treasury stock.

Any reissued treasury stock is accounted for at average cost.

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

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

Gains or losses from foreign currency exchanges are recorded in other, net in the consolidated statements of operations, whereas the overall effect of exchange rate changes to net assets are reflected on their own line item as a component of the Company’s net (decrease) increase in cash and cash equivalents.

NOTE 3— RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

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

The ASU amendment improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an interim and annual basis.

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

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

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

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

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

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

In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures .

The ASU amendment addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

The ASU’s amendments are effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis.

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

The Company adopted the standard for its annual reporting which was applied on a prospective basis.

Refer to Note 16, Income Taxes , for more information.

Recently Issued Accounting Pronouncements Not Adopted as of December 31, 2025

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

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

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

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

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-15

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities .

The ASU provides the recognition requirements for a government grant received, including guidance for grants related to an asset and grants related to income.

The amendments introduce two permitted approaches for asset-related grants:

a deferred income approach or a cost accumulation approach.

The guidance is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis.

The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The ASU is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures and establishing a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The ASU will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements.

NOTE 4— GQ BIO THERAPEUTICS ACQUISITION

On February 27, 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, executed a securities purchase agreement to acquire the remaining 81 % of GQ Bio for $ 30.6 million, net of working capital adjustments.

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

Included in the securities purchase agreement 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.

During the year ended December 31, 2025, the Company recognized key employee holdback expenses of $ 3.2 million.

The key employee holdback is subject to continued employment, and therefore the accrued payments are recognized as R&D expense within the consolidated statements of operations.

GQ Bio was a privately-held biopharmaceutical company with a novel, high-capacity, local-delivery platform that makes genetic medicines more efficient and enables the use of large and multiple gene constructs.

PCRX-201 is the lead program from this platform.

By acquiring GQ Bio, the Company benefits from further developing PCRX-201, recognizes cost savings associated with no longer being obligated to make milestone and royalty payments to GQ Bio, as well as establishing an R&D engine with a dedicated workforce focused on this next-generation of genetic medicine and acquiring a portfolio of preclinical assets utilizing GQ Bio’s HCAd gene therapy vector platform and assets with disease-modifying potential in prevalent musculoskeletal diseases.

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

Fair Value of Purchase Price Consideration Amount

Cash consideration paid at closing $ 17,604

Indemnification holdback 6,335

Cash payment of GQ Bio Acquisition transaction expenses 915

Settlement of previously invested note receivable 5,322

Settlement of pre-existing receivable 442

Purchase price consideration of 81 % of GQ Bio

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

Total fair value of the GQ Bio Acquisition $ 38,934

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

A $ 6.3 million indemnification holdback established for potential unidentified liabilities will be settled within 18 months from the acquisition date.

In conjunction with the GQ Bio Acquisition, the settlement of the

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-16

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Company’s prior equity investment and notes receivable in GQ Bio were part of the fair value of consideration exchanged.

See Note 12, Financial Instruments , for additional information.

The final allocation of the consideration transferred to the assets acquired and the liabilities assumed has been completed.

The following tables set forth the 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

(as Previously Reported) (a)

Measurement Period Adjustments (b)

Amounts Recognized

(as Adjusted)

ASSETS ACQUIRED

Cash and cash equivalents $ 1,884 $ — $ 1,884

Accounts receivable 900 — 900

Prepaid expenses and other assets 120 376 496

Fixed assets 364 — 364

Right-of-use assets 1,374 — 1,374

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

Other noncurrent assets 56 — 56

Total assets $ 27,198 $ 376 $ 27,574

LIABILITIES ASSUMED

Accounts payable $ 1,037 $ 70 $ 1,107

Accrued expenses 91 191 282

Lease liabilities 1,374 — 1,374

Deferred tax liability 6,750 ( 2,934 ) 3,816

Other liabilities 49 — 49

Total liabilities 9,301 ( 2,673 ) 6,628

Total identifiable net assets acquired 17,897 3,049 20,946

Goodwill 20,763 ( 2,775 ) 17,988

Total fair value of the GQ Bio Acquisition $ 38,660 $ 274 $ 38,934

(a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.

(b) Represents an adjustment to a deferred tax liability and unrecorded prepaid expenses and liabilities related to pre-acquisition expenses that were either serviced or paid by the Company in 2025.

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

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

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

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

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

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

During the year ended December 31, 2025, the acquired GQ Bio did not earn any revenue post-acquisition as a subsidiary of the Company.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-17

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5— REVENUE

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The adequacy of these provisions is reviewed on a quarterly basis.

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table provides a summary of activity with respect to the Company’s sales related allowances and accruals related to EXPAREL and ZILRETTA for the years ended December 31, 2025, 2024 and 2023 (in thousands):

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Balance at December 31, 2025 $ 2,159 $ 1,574 $ 5,021 $ 6,394 $ 1,719 $ 16,867

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-18

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accounts Receivable

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Total net product sales $ 722,854 $ 697,186 $ 672,245

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6— INVENTORIES

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Total $ 152,863 $ 125,282

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.

As a result, the Company recognized $ 1.0 million of impaired raw materials related to that equipment during the year ended December 31, 2025.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-19

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7— FIXED ASSETS

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Machinery and equipment $ 163,144 $ 160,643

$ 160,643 $ 121,773

Leasehold improvements 77,450 86,034

86,034 61,826

Computer equipment and software 26,187 23,473

23,473 17,186

Office furniture and equipment 2,127 1,952

Construction in progress 9,485 27,996

27,996 105,905

Total 278,393 300,098

accumulated depreciation ( 137,703 ) ( 132,929 )

( 132,929 ) ( 135,306 )

Fixed assets, net $ 140,690 $ 167,169

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

(1) During the year ended December 31, 2024, the Company disposed of $ 19.0 million of fully depreciated machinery and equipment associated with its 45-liter EXPAREL manufacturing process at its contract manufacturing facility located in Swindon, U.K.

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

(2) During the year ended December 31, 2024, an enhanced, large-scale EXPAREL manufacturing suite at the Company’s Science Center Campus in San Diego, California was placed into service, for which approximately $ 76.1 million was reclassified from construction in progress to machinery and equipment, leasehold improvements and computer equipment and software.

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 33.7 million, $ 21.5 million and $ 18.3 million, respectively.

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

As a result of the decommissioned 45-liter EXPAREL batch manufacturing suite, the Company recognized $ 5.5 million of accelerated depreciation and disposed of $ 27.3 million of fully-depreciated leasehold improvements, machinery and equipment and, to a lesser extent, computer equipment and software during the year ended December 31, 2025.

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

During the years ended December 31, 2025, 2024 and 2023, the Company capitalized interest on the construction of manufacturing sites of $ 0.1 million, $ 2.1 million and $ 3.5 million, respectively.

2 unchanged sentences

As of December 31, 2025 and 2024, the Company had AROs of $ 3.9 million and $ 4.2 million, respectively, included in accrued expenses and other liabilities on its consolidated balance sheets, for costs associated with returning leased spaces to their original condition upon the termination of their lease agreements.

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

Food and Drug Administration, or FDA, approved a generic competitor to EXPAREL and a U.S.

District Court ruled that one of the Company’s patents was not valid (for more information, see Note 19, Commitments and Contingencies ).

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

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

The Company estimated the undiscounted future cash flows expected to result from the use of its asset group and determined the carrying amount of the asset group was recoverable.

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8— 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.

In April 2025, the Company moved its principal executive offices and corporate headquarters to Brisbane, California.

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

for the production of EXPAREL and ZILRETTA.

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

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

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

As part of the GQ Bio Acquisition in February 2025, the Company’s European offices were assumed and include an R&D lab and offices in Luckenwalde, Germany.

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

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

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

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

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

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

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

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

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

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

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

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-20

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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):

Year Ended December 31,

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Weighted average discount rate 6.90 % 6.89 %

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2025, maturities of the Company’s operating lease liabilities are as follows (in thousands):

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NOTE 9— GOODWILL AND INTANGIBLE ASSETS

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

The Company’s goodwill arose from the GQ Bio Acquisition in February 2025 (for more information, see Note 4, GQ Bio Therapeutics Acquisition).

As discussed below, the Company previously had goodwill resulting from the acquisition of Pacira Pharmaceuticals, Inc.

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

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

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

(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):

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-21

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Carrying Value

Balance at December 31, 2023 $ 163,243

Goodwill impairment ( 163,243 )

Balance at December 31, 2024 —

Goodwill arising from the GQ Bio Acquisition 17,988

Foreign currency adjustments 2,226

Balance at December 31, 2025 $ 20,214

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

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

District Court ruled that one of the Company’s patents was not valid (for more information, see Note 19, Commitments and Contingencies ).

District Court ruled that one of the Company’s EXPAREL patents was not valid (for more information, see Note 20, Commitments and Contingencies ).

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

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

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

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

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

As a result, the goodwill balance of $ 163.2 million was fully impaired during the three months ended September 30, 2024 and the Company had no remaining goodwill balance at December 31, 2024.

As a result, the then-goodwill balance of $ 163.2 million was fully impaired during the three months ended September 30, 2024 and the Company had no remaining goodwill balance at December 31, 2024.

During the year ended December 31, 2025, the Company conducted the annual impairment assessment for its goodwill and concluded there was no impairment as of that date.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-22

PACIRA BIOSCIENCES, INC.

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Intangible Assets

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

Intangible assets, net, consist 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 and are summarized as follows (dollar amounts in thousands):

December 31, 2025 Gross

Carrying Value Accumulated

Carrying Value Foreign Currency Adjustments Accumulated

Amortization Intangible

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December 31, 2024 Gross

Carrying Value Accumulated

Carrying Value Foreign Currency Adjustments Accumulated

Amortization Intangible

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

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

Amortization expense on intangible assets was $ 57.3 million for both the years ended December 31, 2025 and 2024.

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

As part of the GQ Bio Acquisition, the Company recognized $ 22.5 million of acquired IPR&D in February 2025.

See Note 4, GQ Bio Therapeutics Acquisition , for more information.

The Company reviews its indefinite-lived intangible assets for impairment annually and whenever an event or change in circumstances arises that indicates the carrying amount of an indefinite-lived intangible asset is at risk of not being recoverable.

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

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

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

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

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.

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.

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.

The assessment resulted in a fair value of $ 8.0 million.

An impairment of $ 25.9 million was recognized within contingent consideration gains, acquisition-related expenses, restructuring and other in the consolidated statements of operations for the three months ended September 30, 2025 based on the amount its previous carrying value exceeded its updated fair value.

During the year ended December 31, 2025, the Company conducted the annual impairment assessment for its acquired IPR&D and concluded there was no impairment as of that date.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-23

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10— ACCRUED EXPENSES

2 unchanged sentences

Accrued research and development expenses 6,129 4,501

Accrued cost of goods sold 8,411 10,180

Accrued production costs 9,002 8,411

Other accrued operating expenses 12,864 9,301

4 unchanged sentences

Total $ 95,601 $ 80,124

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11— DEBT

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Term loan A facility maturing March 2028 (1)

2.125 % Convertible senior notes due May 2029

0.750 % Convertible senior notes due August 2025

$ — $ 104,211

2.125 % Convertible senior notes due May 2029

281,189 279,334

0.750 % Convertible senior notes due August 2025 (2)

Revolving Credit Facility (1)

Total $ 372,189 $ 585,321

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

(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 due August 2025 matured and were repaid on August 1, 2025.

Revolving Credit Facility

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.

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.

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).

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 %.

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 %.

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

As of December 31, 2025, the Company was in compliance with all covenants under the Credit Agreement.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-24

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company incurred financing fees of approximately $ 2.1 million which are recorded as a current and noncurrent other asset on the Company’s consolidated balance sheet.

The financing fees will be amortized over the term of the Credit Agreement.

Upon entering into the Credit Agreement, the Company borrowed $ 101.0 million under the Revolving Credit Facility, of which $ 91.0 million is outstanding as of December 31, 2025 after the Company made repayments of $ 10.0 million during the year ended December 31, 2025.

As of December 31, 2025, borrowings under the Revolving Credit Facility consisted entirely of term SOFR borrowings at an approximate all-in rate of 6.47 %.

2028 Term Loan A Facility

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

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

Subject to certain conditions, the Company may, at any time, on one or more occasion, add one or more new classes of term facilities and/or increase the principal amount of the loans of any existing class by requesting one or more incremental term facilities.

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

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

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

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

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

The First TLA Amendment, among other things, permitted the Company’s share repurchase program and the Capped Call Transactions (as defined and described below).

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.

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.

The Company did not incur any prepayment penalties or fees in connection with the termination of the TLA Credit Agreement.

The prepayment resulted in a loss on early extinguishment of debt of approximately $ 1.0 million which was recognized during the year ended December 31, 2025.

Prior to the TLA Credit Agreement extinguishment, the Company made voluntary principal prepayments of $ 6.6 million during the year ended December 31, 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):

Term loan A facility maturing March 2028 $ 105,313

2 unchanged sentences

Total debt, net of debt discount and deferred financing costs $ 104,211

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

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

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

The TLA Credit Agreement requires the Company to maintain an unrestricted cash and cash equivalents balance of at least $ 300.0 million ($ 500.0 million less a $ 200.0 million prepayment of the 2025 Notes in the year ended December 31, 2024) less any additional prepayments of the 2025 Notes (as defined below) at any time from 91 days prior to the maturity date through the earlier of (i) the latest maturity date of the 2025 Notes and (ii) the date on which there is no outstanding principal amount of the 2025 Notes.

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

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

Pacira BioSciences, Inc.

| 2024 Form 10-K | Page F-23

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

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

As of December 31, 2024, borrowings under the TLA Term Loan consisted entirely of term benchmark borrowings at a rate of 7.43 %.

2026 Term Loan B Facility

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

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

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

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

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

Convertible Senior Notes Due 2029

2 unchanged sentences

The 2029 Notes mature on May 15, 2029.

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

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-25

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

2.125 % convertible senior notes due May 2029

$ 287,500 $ 287,500

Deferred financing costs ( 6,311 ) ( 8,166 )

Total debt, net of deferred financing costs $ 281,189 $ 279,334

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

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

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.

As of December 31, 2025, the conditions for conversion were not met.

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

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.

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As of December 31, 2025, the 2029 Notes had a market price of $1,010 per $1,000 principal amount.

13 unchanged sentences

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

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

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

Upon the occurrence of a “make-whole fundamental change” (as defined in the 2029 Indenture), subject to a limited exception for certain cash mergers,

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-26

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

holders may require the Company to repurchase all or a portion of their 2029 Notes for cash at a price equal to 100 % of the principal amount of the 2029 Notes to be repurchased plus any accrued and unpaid interest.

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

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

6 unchanged sentences

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

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Convertible Senior Notes Due 2025

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

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

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

The 2025 Notes mature on August 1, 2025.

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

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

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

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

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

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.

On August 1, 2025, the 2025 Notes matured and the Company settled the remaining outstanding principal balance of $ 202.5 million in cash.

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.

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):

0.750 % convertible senior notes due August 2025

$ 202,500 $ 402,500

Deferred financing costs ( 724 )

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

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

A portion of the net proceeds from the 2025 Notes was used by the Company to repurchase $ 185.0 million in aggregate principal amount of its then-outstanding 2.375 % convertible senior notes due 2022 in privately-negotiated transactions for a total of $ 211.1 million of cash (including accrued interest).

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

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

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

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

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

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

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

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

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

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

The initial conversion rate for the 2025 Notes is 13.9324 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $ 71.78 per share of the Company’s common stock.

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

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

As of December 31, 2024, the 2025 Notes had a market price of $971 per $1,000 principal amount.

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

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

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of the 2025 Indenture.

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

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

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

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

No sinking fund is provided for the 2025 Notes.

If the Company undergoes a fundamental change, as defined in the 2025 Indenture, subject to certain conditions, holders of the 2025 Notes may require the Company to repurchase for cash all or part of their 2025 Notes at a repurchase price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In addition, if a make-whole fundamental change occurs prior to August 1, 2025, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with the make-whole fundamental change.

The 2025 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of its indebtedness that is expressly subordinated in right of payment to the 2025 Notes, and equal in right of payment to the Company’s unsecured indebtedness.

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

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

The liability component of the instrument used to be valued in a manner that reflected the market interest rate for a similar nonconvertible instrument at the date of issuance.

The initial carrying value of the liability component of $ 314.7 million was calculated using a 5.78 % assumed borrowing rate.

The equity component of $ 87.8 million, which represented the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2025 Notes and was recorded in additional paid-in capital on the consolidated balance sheet at the issuance date.

The equity component used to be treated as a discount on the liability component of the 2025 Notes, which was amortized over the five-year term of the 2025 Notes using the effective interest rate method.

Resulting from ASU 2020-06, ASC 470-20 was revised effective January 1, 2022 which eliminated the requirement to separately account for the embedded conversion features that are not clearly and closely related to the debt, that meet the definition of a derivative and that do not qualify for the scope exception from derivative accounting and convertible debt instruments issued with substantial premiums for which the premiums were recorded as paid in capital.

Effective January 1, 2022, the 2025 Notes debt discount carrying value of $ 64.7 million was eliminated and there was a $ 1.7 million increase in deferred financing costs offset by additional paid-in capital, accumulated deficit and deferred tax assets.

The 2025 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company.

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

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-27

PACIRA BIOSCIENCES, INC.

5 unchanged sentences

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

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

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

1 unchanged sentence

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

Convertible Senior Notes Due 2022

In March 2017, the Company completed a private placement of $ 345.0 million in aggregate principal amount of 2.375 % convertible senior notes due 2022, or 2022 Notes, and entered into an indenture with respect to the 2022 Notes.

On April 1, 2022, the 2022 Notes matured and the Company settled the remaining outstanding principal balance of $ 160.0 million and a conversion premium of $ 4.8 million through a cash payment of $ 156.9 million and the issuance of 101,521 shares of the Company’s common stock, which increased additional paid-in capital by $ 3.0 million.

Interest Expense

19 unchanged sentences

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

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

The fair value of the Company’s convertible senior notes 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.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-28

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

The carrying amounts of equity investments and convertible notes receivable without readily determinable fair values have not been adjusted for either an impairment or upward or downward adjustments based on observable transactions, whereas an equity investment was fully impaired during the year ended December 31, 2022.

At December 31, 2025, the carrying values and fair values of the Company’s financial assets and liabilities were as follows (in thousands):

8 unchanged sentences

Financial Liabilities Measured at Amortized Cost:

Term loan A facility due March 2028 $ 104,211 $ — $ 104,786 $ —

2.125 % convertible senior notes due 2029 (1)

$ 281,189 $ — $ 290,433 $ —

0.750 % convertible senior notes due 2025 (2)

$ 201,776 $ — $ 196,678 $ —

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

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

Revolving Credit Facility $ 91,000 $ — $ 91,000 $ —

(1) The closing price of the Company’s common stock as reported on the Nasdaq Global Select Market was $ 25.88 per share on December 31, 2025, compared to a conversion price of $ 39.56 per share.

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

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

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

7 unchanged sentences

$ 15,877 $ 12,134 $ 28,011

Purchases — 6,758 6,758

Foreign currency adjustments — ( 236 ) ( 236 )

1 unchanged sentence

15,877 11,898 27,775

Purchases — 1,250 1,250

Impairments ( 4,000 ) ( 7,000 ) ( 11,000 )

Realized gain of prior investments (1)

4,189 1,674 5,863

Settled investments (1)

( 8,277 ) ( 5,322 ) ( 13,599 )

Foreign currency adjustments ( 39 ) — ( 39 )

1 unchanged sentence

$ 7,750 $ 2,500 $ 10,250

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

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

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

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

These gains are included in the consolidated statement of cash flows for the year ended December 31, 2025 within Other net (gains) losses .

See Note 4, GQ Bio Therapeutics Acquisition , for information on the GQ Bio Acquisition.

During the year ended December 31, 2025, an impairment of an equity investment and convertible note receivable totaling $ 11.0 million was recorded in other, net in the consolidated statements of operations.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-29

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

The Company has recognized contingent consideration related to the Flexion Acquisition in the amount of $ 18.1 million and $ 20.2 million as of December 31, 2025 and 2024, respectively.

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

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

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.

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

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

The decrease was primarily due to adjustments in the assumption for the long-term forecasts which reduced the probability of meeting the sales-based contingent consideration milestones by December 31, 2030—the expiration date for achieving the milestones.

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

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

For the years ended December 31, 2025 and 2024 , the Company recorded gai ns of $ 2.2 million and $ 4.5 million, respectively, due to adjustments reflecting the probability of achieving the remaining Flexion sales-based milestones by December 31, 2030—the milestone expiration date, partially offset by revisions to the Company’s weighted average cost of capital and discount rates.

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

At December 31, 2025, the weighted average discount rate was 7.4 %.

13 unchanged sentences

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

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

Net unrealized gains and losses (excluding credit losses, if

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

At December 31, 2025 and 2024, all of the Company’s short-term and noncurrent investments are classified as available-for-sale investments and are determined to be Level 2 instruments which are measured at fair value using standard industry models with observable inputs, with the exception of U.S.

government bonds.

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

Treasury bill rate as an observable input.

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

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-30

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

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

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

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

Treasury bill rate as an observable input.

Level 1 input or that of comparable securities.

The fair value of U.S.

4 unchanged sentences

Losses Fair Value

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

Commercial paper $ 54,971 $ 18 $ ( 13 ) $ 54,976

Corporate bonds 24,881 22 — 24,903

federal agency bonds 5,996 8 — 6,004

Yankee bond 5,012 13 — 5,025

Total $ 79,852 $ 40 $ ( 13 ) $ 79,879

1 unchanged sentence

Losses Fair Value

(Level 1) Fair Value

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

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

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

federal agency bonds 5,996 8 — 6,004

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

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

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

Subtotal 2,403 7 — — 2,410

Yankee bond 5,012 13 — 5,025

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

2 unchanged sentences

At December 31, 2025 and 2024, the interest receivable from its available-for-sale investments recognized in prepaid expenses and other current assets was $ 0.3 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.

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

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

5 unchanged sentences

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

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

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

accounts receivable and its write-off history.

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

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

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

As of December 31, 2025 and 2024, there were $ 0.7 million and $ 0.4 million of allowances for credit losses on the Company’s accounts receivable, respectively.

NOTE 13— STOCKHOLDERS’ EQUITY

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

The Company is authorized to issue up to 250,000,000 shares of common stock, of which 47,890,777 shares were issued and 41,116,739 shares were outstanding at December 31, 2025 and 47,077,844 shares were issued and 46,240,604 shares were outstanding at December 31, 2024.

Preferred Stock

1 unchanged sentence

No preferred stock was issued or outstanding at either December 31, 2025 or 2024.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-31

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Accumulated Other Comprehensive Income (Loss)

3 unchanged sentences

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

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

( 662 ) — ( 662 )

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

Foreign currency translation adjustments — ( 20 ) ( 20 )

3 unchanged sentences

Balance at December 31, 2024 190 153 343

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

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

( 93 ) — ( 93 )

Foreign currency translation adjustments — 4,077 4,077

Balance at December 31, 2025 $ 97 $ 4,230 $ 4,327

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

Stock Repurchase Program

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

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

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

(1) Net of a nominal tax benefit and expense for each of the years ended December 31, 2025 and 2024, respectively, and $ 0.2 million tax expense for the year ended December 31, 2023.

Share Repurchase Programs

On May 7, 2024, the Company announced that its board of directors approved a share repurchase program, which has since been superseded, which authorized the Company to repurchase up to an aggregate of $ 150.0 million of its outstanding common stock.

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

The repurchase occurred on May 10, 2024.

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

Repurchases under this program may be made at management’s discretion on the open market or through privately negotiated transactions, including plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

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

During the year ended December 31, 2025, the Company repurchased 5,936,798 shares of its common stock through open market transactions for $ 151.4 million, which included $ 0.1 million of broker fees and $ 1.3 million of accrued excise tax.

As of December 31, 2025, $ 150.0 million remains available for future repurchases under this authorization.

In addition to the Company’s share repurchase plan, during the years ended December 31, 2025 and 2024, the Company withheld 217,113 and 18,519 shares of common stock, respectively, to cover employee tax withholding obligations of $ 5.6 million and $ 0.5 million, respectively, for vested restricted stock units.

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 program.

Retired shares of common stock are not available for future issuance under the Company’s stock incentive plans.

Pacira BioSciences, Inc.

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

| 2025 Annual Report on Form 10-K | F-32

PACIRA BIOSCIENCES, INC.

3 unchanged sentences

The Pacira BioSciences, Inc.

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

Amended and Restated 2011 Stock Incentive Plan, or 2011 Plan, was originally adopted by the Company’s board of directors and approved by its stockholders in June 2011 and was amended and restated in June 2014, June 2016, June 2019, June 2021 and June 2023 and June 2025.

The June 2025 amendment and restatement and approval by the Company’s stockholders increased the number of shares of common stock authorized for issuance as equity awards under the 2011 Plan by 2,500,000 shares, which allows for the granting of incentive stock options, non-statutory stock options, restricted stock units and other stock-based awards.

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

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

Amended and Restated 2014 Inducement Plan (as amended and restated, the “First A&R Inducement Plan”) such that, among other things, an additional 642,093 shares of the Company’s common stock would be available for grant.

In September 2024, the board of directors, upon the recommendation of the compensation committee of the board of directors, adopted the Pacira BioSciences, Inc.

Amended and Restated 2014 Inducement Plan (as amended and restated, the “Second A&R Inducement Plan”) to add an additional 707,907 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the Inducement Plan to 1,525,000 , of which, as of December 31, 2024, 125,107 shares remained available for issuance, and the term of the Inducement Plan was extended such that it will now expire on September 3, 2034.

In January 2025, the board of directors, upon the recommendation of the compensation committee of the board of directors, adopted the Pacira BioSciences, Inc.

Amended and Restated 2014 Inducement Plan (as amended and restated to date, the “Inducement Plan”) to add an additional 785,000 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the Inducement Plan to 2,310,000 and extend the term of the Inducement Plan such that it will now expire on January 18, 2035.

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

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

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

The Pacira BioSciences, Inc.

Amended and Restated 2014 Inducement Plan, or as amended and restated to date, the A&R Inducement Plan, was originally approved and adopted by the Company’s board of directors in April 2014, pursuant to which awards could be made to new employees as a material inducement to such persons entering into employment with the Company.

The A&R Inducement Plan was amended and restated in December 2023, September 2024, January 2025 and January 2026.

The January 2026 amendment and restatement added an additional 750,000 shares of the Company’s common stock to bring the total amount of shares reserved for issuance under the A&R Inducement Plan to 3,060,000 , and extended the term of the A&R Inducement Plan such that it will now expire on January 1, 2036.

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

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

In accordance with this rule, awards under the A&R Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors or the board of directors or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if 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 compensation committee, has approved individually negotiated grants of options and restricted stock units for certain of the Company’s officers in connection with their respective appointments, in each case, pursuant to the inducement plan in effect at such time.

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

Equity Grants

4 unchanged sentences

The Company’s Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP, was originally adopted by its board of directors in April 2014, approved by the Company’s stockholders in June 2014 and amended and restated in June 2022.

Pacira BioSciences, Inc.

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

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

8 unchanged sentences

During the year ended December 31, 2025, 163,029 shares were purchased and issued through the ESPP.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-33

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following tables contain information about the Company’s stock incentive plans at December 31, 2025:

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2011 Plan 20,231,701 16,579,809 3,651,892

2014 Inducement Plan (1)

A&R Inducement Plan (1)

2,310,000 2,266,319 43,681

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ESPP 1,000,000 848,101 151,899

(1) In January 2025, the board of directors approved an amendment to the 2014 Inducement Plan to authorize an additional 785,000 shares reserved for issuance.

(1) In January 2026, the board of directors approved an amendment to the A&R Inducement Plan to authorize an additional 750,000 shares reserved for issuance.

Stock-Based Compensation

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Selling, general and administrative 41,866 34,857 33,664

Contingent consideration gains, restructuring charges and other 3,602 — —

Contingent consideration gains, acquisition-related expenses, restructuring and other — 3,602 —

Total $ 57,502 $ 51,171 $ 47,895

6 unchanged sentences

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-34

| 2025 Annual Report on Form 10-K | F-34

PACIRA BIOSCIENCES, INC.

8 unchanged sentences

Granted 537,787 25.14

Exercised ( 30,530 ) 16.45 $ 271

Forfeited ( 224,311 ) 41.00

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Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-35

| 2025 Annual Report on Form 10-K | F-35

PACIRA BIOSCIENCES, INC.

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Expected term of ESPP share options 6 months 6 months 6 months

NOTE 14— NET (LOSS) INCOME PER COMMON SHARE

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

NOTE 15— NET INCOME (LOSS) PER COMMON SHARE

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

Since the Company reported a net loss for the year ended December 31, 2024, no potentially dilutive securities were included in the computation of diluted net loss per share for that period.

As discussed in Note 11, Debt , the Company has the option to pay cash for the aggregate principal amount due upon the conversion of its 2025 Notes.

For additional information on the Company’s computation of its net (loss) income per common share, see Note 2, Summary of Significant Accounting Policies .

The following table sets forth the computation of basic and diluted net (loss) income per common share for the years ended December 31, 2024, 2023 and 2022 (in thousands, except per common share amounts):

For additional information on the Company’s computation of its net income (loss) per common share, see Note 2, Summary of Significant Accounting Policies .

The following table sets forth the computation of basic and diluted net income (loss) per common share for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per common share amounts):

Year Ended December 31,

2025 2024 2023

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

Net income (loss)—basic $ 7,034 $ ( 99,560 ) $ 41,955

2025 Notes if-converted method adjustment — — 4,114

Adjusted net (loss) income—diluted $ ( 99,560 ) $ 46,069 $ 15,909

Adjusted net income (loss)—diluted $ 7,034 $ ( 99,560 ) $ 46,069

Weighted average common shares outstanding—basic 44,566 46,245 46,222

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Weighted average common shares outstanding—diluted 45,042 46,245 51,979

Net (loss) income per common share:

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

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

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

Net income (loss) per common share:

Basic net income (loss) per common share $ 0.16 $ ( 2.15 ) $ 0.91

Diluted net income (loss) per common share $ 0.16 $ ( 2.15 ) $ 0.89

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):

Year Ended December 31,

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Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-36

| 2025 Annual Report on Form 10-K | F-36

PACIRA BIOSCIENCES, INC.

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NOTE 16— INCOME TAXES

(Loss) income before income taxes and the related tax expense (benefit) is as follows (in thousands):

Income (loss) before income taxes and the related tax expense is as follows (in thousands):

Year Ended December 31,

2025 2024 2023

(Loss) income before income taxes:

Income (loss) before income taxes:

Domestic $ 19,615 $ ( 65,325 ) $ 66,257

Foreign ( 2,741 ) 2,219 ( 4,556 )

Total (loss) income before income taxes $ ( 63,106 ) $ 61,701 $ 13,302

Total income (loss) before income taxes $ 16,874 $ ( 63,106 ) $ 61,701

Current taxes:

6 unchanged sentences

State ( 1,486 ) 1,837 ( 1,175 )

Foreign ( 75 ) — —

Total deferred taxes $ 6,477 $ 20,621 $ 15,615

Total income tax expense (benefit) $ 36,454 $ 19,746 $ ( 2,607 )

Total income tax expense $ 9,840 $ 36,454 $ 19,746

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-37

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A reconciliation of income tax expense (benefit) at the U.S.

federal statutory rate to the provision for income taxes is as follows (dollars in thousands):

federal statutory rate to the provision for income taxes after the adoption of ASU 2023-09 is as follows for the year ended December 31, 2025 (dollars in thousands):

Year Ended December 31, 2025

Amount Tax Rate

statutory rate applied to income before taxes $ 3,544 21.00 %

State and local income taxes, net of federal effect (1)

( 513 ) ( 3.04 ) %

Amount Tax Rate Amount Tax Rate Amount Tax Rate

Foreign tax effects - U.K.:

Nondeductible items 1,061 6.29 %

Valuation allowance 268 1.59 %

Return to provision ( 396 ) ( 2.34 ) %

Other items 21 0.12 %

Rate differential ( 343 ) ( 2.03 ) %

Foreign tax effects—other foreign jurisdictions ( 97 ) ( 0.57 ) %

Total foreign tax effects 514 3.06 %

R&D ( 4,098 ) ( 24.29 ) %

Changes in valuation allowances 840 4.98 %

Non-taxable or nondeductible items:

Meals and entertainment 419 2.48 %

Stock-based compensation 6,970 41.31 %

Executive compensation 1,543 9.14 %

Contingent consideration ( 457 ) ( 2.71 ) %

Transaction-related items (2)

( 657 ) ( 3.89 ) %

Other items 379 2.25 %

Total non-taxable or nondeductible items 8,197 48.58 %

Changes in unrecognized tax benefits 1,356 8.04 %

Income tax expense and effective tax rate $ 9,840 58.33 %

(1) State and local taxes in California, New Jersey and Texas comprise the majority of this category and is inclusive of credits.

(2) Transaction-related items primarily related to a $ 4.2 million non-taxable equity investment gain that occurred when the Company remeasured its previously held equity interest in GQ Bio to its acquisition date fair value.

See Note 12, Financial Instruments , for more information.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-38

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A reconciliation of income tax expense (benefit) at the U.S.

federal statutory rate to the provision for income taxes prior to the adoption of ASU 2023-09 is as follows for the years ended December 31, 2024 and 2023 (dollars in thousands):

Year Ended December 31,

Amount Tax Rate Amount Tax Rate

statutory rate applied to (loss) income before taxes $ ( 13,252 ) 21.00 % $ 12,957 21.00 %

8 unchanged sentences

Non-taxable or nondeductible items:

Interest expense — — % — — % ( 3,477 ) ( 26.14 ) %

Contingent consideration ( 936 ) 1.48 % ( 719 ) ( 1.17 ) %

1 unchanged sentence

Other 131 ( 0.20 ) % 66 0.10 %

Income tax expense (benefit) and effective tax rate $ 36,454 ( 57.77 ) % $ 19,746 32.00 % $ ( 2,607 ) ( 19.60 ) %

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-37

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income tax expense and effective tax rate $ 36,454 ( 57.77 ) % $ 19,746 32.00 %

Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial reporting purposes and the comparable amounts recorded for income tax purposes.

18 unchanged sentences

Net deferred tax assets $ 119,641 $ 130,376

On July 4, 2025, federal legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was enacted, resulting in changes to U.S.

federal income tax law.

Significant provisions of the OBBBA include the permanent extension of certain

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-39

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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.

deferred tax assets and liabilities.

The Company had $ 124.6 million of a gross deferred tax asset attributed to unamortized U.S.

capitalized research and development costs as of December 31, 2024, of which 50% will be deductible in each of its 2025 and 2026 income tax returns.

There are no other material impacts to the Company related to the enactment of the OBBBA.

On May 9, 2024, and on May 10, 2024, the Company entered into privately negotiated Capped Call Transactions related to the 2029 Notes.

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A related deferred tax asset of $ 6.5 million was recorded with an offset to additional paid-in-capital and will be amortized as a current tax deduction over a 60-month period.

As of December 31, 2024, $ 5.7 million of the related capped call deferred tax asset remains in the Company’s deferred tax balances.

As of December 31, 2025 and 2024, $ 4.4 million and $ 5.7 million, respectively, of the related capped call deferred tax asset remains in the Company’s deferred tax balances.

As of December 31, 2025, the Company’s federal net operating losses, or NOLs, and federal tax credit carryforwards totaled $ 418.8 million and $ 5.6 million, respectively.

6 unchanged sentences

As a result of these ownership changes, the Company has $ 451.2 million of federal NOLs subject to annual limitations and are available as follows:

$ 32.5 million will become available in 2025, $ 28.3 million in 2026, $ 6.9 million in 2027 and thereafter.

$ 28.3 million will become available in 2026, and $ 6.9 million in 2027 and thereafter.

In accordance with ASC Topic 740, the Company establishes a valuation allowance for deferred tax assets that, in its judgment, are not more-likely-than-not realizable.

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In each reporting period, the Company assesses the likelihood that its deferred tax assets will be realized and determines if adjustments to its valuation allowance are appropriate.

The Company had a net decrease in its valuation allowance of $ 0.7 million in the year ended December 31, 2024 and a net increase of $ 2.6 million for the year ended December 31, 2023.

The $ 0.7 million net decrease in the current year valuation allowance is primarily

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-38

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

related to foreign net deferred tax assets.

The Company continues to maintain a full valuation allowance against foreign net deferred tax assets since it is more-likely-than-not the tax benefit related to the foreign losses are not realizable.

In 2024 , the Company recorded a $ 2.7 million net increase to unrecognized tax benefits, or UTBs of which a $ 1.5 million increase is related to tax credit and filing positions taken during the year, and a $ 1.2 million increase related to prior year tax credit and filing positions.

The Company had a net increase in its valuation allowance of $ 1.3 million in the year ended December 31, 2025 and a net decrease of $ 0.7 million for the year ended December 31, 2024.

The $ 1.3 million net increase in the current year valuation allowance is primarily related to changes in foreign net deferred tax assets and domestic capital loss carryforwards.

The Company continues to maintain a full valuation allowance against net deferred tax assets in certain jurisdictions (including the U.K.

and Ireland) since it is more-likely-than-not the tax benefit related to the foreign losses are not realizable.

In 2025 , the Company recorded a $ 1.4 million net increase to unrecognized tax benefits, or UTBs of which a $ 1.7 million increase is related to tax credit and filing positions taken during the year, and a $ 0.3 million decrease related to prior year tax credits.

The Company’s UTB liability at December 31, 2025 was $ 10.7 million.

The change in the Company’s UTBs for the year ended December 31, 2024 is summarized as follows (in thousands):

The changes in the Company’s UTBs for the years ended December 31, 2025 and 2024 are summarized as follows (in thousands):

Balance at December 31, 2023 $ 6,711

Additions for prior year positions 1,189

Additions for current year positions 1,472

Reduction for prior year positions ( 164 )

Balance at December 31, 2024 9,372

Additions for prior year positions 1,189

Additions for current year positions 1,652

Reduction for prior year positions ( 296 )

Balance at December 31, 2025 $ 10,728

The UTBs as of December 31, 2025, 2024 and 2023 would, if subsequently recognized, favorably impact the effective income tax rate.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-40

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company regularly assesses the likelihood of additional tax assessments by jurisdiction and, if necessary, adjusts its reserve for UTBs based on new information or developments.

6 unchanged sentences

The Company’s previously filed income tax returns are not presently under audit by the IRS.

The Company is under a state audit for the years 2020 through 2021.

As of December 31, 2024, $ 0.7 million of current federal income taxes payable were recorded to other accrued operating expenses within the accrued expenses line item of the consolidated balance sheets.

The Company is involved in state audits for the years 2020 through 2024.

As of December 31, 2025 and 2024, less than $ 0.1 million and $ 0.7 million, respectively, of current income taxes payable were recorded to other accrued operating expenses within the accrued expenses line item of the consolidated balance sheets.

The Company’s cash taxes paid, net of refunds, for the year ended December 31, 2025 is summarized as follows (in thousands):

Cash Paid (Refunded) for Income Taxes

Federal $ 6,730

State and local:

California ( 904 )

Other states and local 3,127

Total state and local 2,223

Total cash paid for income taxes, net of refunds $ 9,013

The Company’s cash taxes paid, net of refunds, for the years ended December 31, 2024 and 2023 were $ 11.0 million and $ 4.4 million, respectively.

NOTE 17— EMPLOYEE BENEFIT PLANS

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Pursuant to the DCP, subject to any minimum and maximum deferral requirements that the administrator of the DCP may establish, participants may elect to defer their base salary and annual incentive awards.

In addition to elective deferrals, the DCP permits the Company to make matching and certain other discretionary contributions to the participants.

The company contributes assets to a rabbi trust to accumulate funds to pay benefits under the DCP.

Funds held in the rabbi trust must be used to pay benefits to DCP participants, except in the case of the Company’s bankruptcy or insolvency, in which case, they become subject to claims by the Company’s creditors.

The Company recognized $ 0.1 million of

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-39

| 2025 Annual Report on Form 10-K | F-41

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

addition to elective deferrals, the DCP permits the Company to make matching and certain other discretionary contributions to the participants.

The company contributes assets to a rabbi trust to accumulate funds to pay benefits under the DCP.

The Company recognized a $ 0.1 million credit to the related compensation expense for the Company’s discretionary match due to forfeitures related to the departure of executives exceeding its discretionary match for the year ended December 31, 2024.

The Company recognized $ 0.3 million of related compensation expense for its DCP discretionary match for each of the years ended December 31, 2023 and 2022.

related compensation expense for the Company’s discretionary match for the year ended December 31, 2025.

The Company recognized a $ 0.1 million credit and $ 0.3 million of related compensation expense for its DCP discretionary match for each of the years ended December 31, 2024 and 2023.

The carrying value of assets held in the rabbi trust equaled the DCP liability as of both December 31, 2025 and 2024.

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The performance period for these metrics is one year , with an additional three years of time-vesting following the performance period.

For the years ended December 31, 2024 and 2023, the Company recognized $ 1.8 million and $ 0.5 million of related compensation expense under the LTIP, respectively.

Amounts recognized in 2024 related to the 2024 and 2021 performance periods, and amounts recognized in 2023 only related to the 2021 performance period.

For the years ended December 31, 2025, 2024 and 2023 the Company recognized $ 3.0 million, $ 1.8 million and $ 0.5 million of related compensation expense under the LTIP, respectively.

Amounts recognized in 2025 related to the 2025 and 2024 performance periods, amounts recognized in 2024 related to the 2024 and 2021 performance periods, and amounts recognized in 2023 only related to the 2021 performance period.

Amounts earned for the 2025 performance year are payable to eligible participants in January 2029 after a three-year vesting period concludes.

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At December 31, 2024, $ 3.0 million was included in accrued expenses in the consolidated balance sheets, which was paid to eligible participants in January 2025 for the 2021 performance period after their three-year vesting period concluded.

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-40

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 17— CONTINGENT CONSIDERATION GAINS, RESTRUCTURING CHARGES AND OTHER

Contingent consideration gains, restructuring charges and other for the years ended December 31, 2024, 2023 and 2022 are summarized below (in thousands):

NOTE 18— CONTINGENT CONSIDERATION GAINS, ACQUISITION-RELATED EXPENSES, RESTRUCTURING AND OTHER

Contingent consideration gains, acquisition-related expenses, restructuring and other for the years ended December 31, 2025, 2024 and 2023 are summarized below (in thousands):

Year Ended December 31,

1 unchanged sentence

Contingent consideration gains $ ( 2,175 ) $ ( 4,457 ) $ ( 3,424 )

Flexion contingent consideration $ ( 4,457 ) $ ( 3,424 ) $ ( 18,292 )

MyoScience contingent consideration — — ( 11,184 )

Total contingent consideration gains ( 4,457 ) ( 3,424 ) ( 29,476 )

Acquisition-related charges:

Acquisition-related expenses 1,462 1,963 1,032

Severance-related expenses — — 4,494

Other acquisition expenses — — 5,719

Total acquisition-related charges 1,462 1,963 11,245

Restructuring charges 3,674 8,532 1,109

Loss on lease termination 2,165 — —

Acquisition-related expenses 2,895 1,462 1,963

Legal settlement 7,000 — —

Legal judgment ( 23,148 ) — —

Impairment of acquired IPR&D 25,866 — —

Termination of license agreement — — 3,000

Total contingent consideration gains, restructuring charges and other $ 7,702 $ ( 352 ) $ 10,903

Loss on lease termination — 2,165 —

Total contingent consideration gains, acquisition-related expenses, restructuring and other $ 14,112 $ 7,702 $ ( 352 )

Flexion Acquisition Contingent Consideration

1 unchanged sentence

See Note 12, Financial Instruments , for information regarding the method and key assumptions used in the fair value measurements of the Company’s contingent consideration and more information regarding the changes in fair value.

MyoScience Acquisition Contingent Consideration

The Company recognized contingent consideration gains related to the MyoScience Acquisition of $ 11.2 million for the year ended December 31, 2022.

See Note 11, Financial Instruments , for information regarding the method and the changes in fair value.

Acquisition-Related Charges

The Company recognized acquisition-related charges of $ 1.5 million and $ 2.0 million during the years ended December 31, 2024 and 2023 primarily related to vacant and underutilized Flexion leases that were assumed from the Flexion Acquisition.

The Company recognized acquisition-related charges and other costs of $ 11.2 million during the year ended December 31, 2022 primarily for severance, legal fees, third-party services and other one-time charges related to the Flexion Acquisition.

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-41

| 2025 Annual Report on Form 10-K | F-42

PACIRA BIOSCIENCES, INC.

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2025 Restructuring Charges

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

The restructuring plan includes:

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

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

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

The Company recognized $ 8.5 million of restructuring charges for the year ended December 31, 2024, related to employee termination benefits, such as the acceleration of share-based compensation, severance, and, to a lesser extent, other employment-related termination costs, as well as contract termination costs.

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

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.

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.

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.

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.

As a result, the Company decommissioned its 45-liter EXPAREL batch manufacturing suite located in San Diego and reduce its workforce accordingly.

The reduction impacted 71 employees or approximately 8 % of the Company’s then-total workforce.

For the year ended December 31, 2025, the Company recognized $ 3.7 million of employee termination benefit charges, under ASC 420 — Liabilities for Exit or Restructuring Activities.

These employee termination benefits consisted of garden leave under California employment law, severance, healthcare benefits, and, to a lesser extent, other one-time termination benefits.

As noted in Note 6, Inventories , and Note 7, Fixed Assets , the Company reserved $ 1.0 million of inventory and recognized $ 5.5 million of accelerated depreciation expense during the year ended December 31, 2025 associated with the decommission of the 45-liter manufacturing assets, which was recognized as costs of goods sold in the consolidated statements of operations.

The Company’s 2025 restructuring charges, including the beginning and ending liability balances, are summarized below (in thousands):

Employee Termination Benefits

Contract Termination Costs Total

Balance at December 31, 2024 $ —

Charges incurred 3,674

3,220 1,709 4,929

Cash payments made / settled ( 3,388 )

Balance at December 31, 2025 $ 286

(1) During the year ended December 31, 2024, there were $ 3.6 million of employee termination benefits related to share-based compensation excluded from the table above as they are non-cash and recorded against additional paid-in capital.

2024 Restructuring Charges

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

The restructuring plan included:

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

and certain early-stage development programs to its U.S.

commercial portfolio in the U.S.

market and (iii) reprioritizing investments to enhance key commercial capabilities and expand EXPAREL utilization.

2023 Restructuring Charges

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

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

During the year ended December 31, 2023, t he Company recognized $ 1.1 million of restructuring charges.

During the year ended December 31, 2023, t he Company recognized $ 1.1 million of restructuring charges, which have been fully paid.

Acquisition-Related Charges

The Company recognized charges of $ 2.9 million during the year ended December 31, 2025 primarily related to third-party services and legal fees associated with the GQ Bio Acquisition.

See Note 4, GQ Bio Therapeutics Acquisition , for more information.

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-43

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

See Note 8, Leases , for more information on the conclusion of these leases.

Legal Settlement

The Company recognized $ 7.0 million of costs during the year ended December 31, 2025 related to the patent infringement suits against the eVenus ANDA Filers (as defined below).

See Note 20, Commitments and Contingencies , for more information.

Legal Judgment

The Company recognized other income of $ 23.1 million during the year ended December 31, 2025 upon receipt of a cash payment associated with the U.S.

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 had previously paid under protest.

See Note 20, Commitments and Contingencies , for more information.

Impairment of Acquired IPR&D

The Company recognized an impairment of $ 25.9 million during the year ended December 31, 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.

See Note 9, Goodwill and Intangible Assets , for more information.

Loss on Lease Termination

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

Impairment of Acquired IPR&D

For the year ended December 31, 2022, an impairment of $ 26.1 million for an acquired IPR&D intangible asset related to ZILRETTA for the treatment of OA pain of the shoulder was recognized based on the amount its previous carrying value of $ 60.0 million exceeded its fair value of $ 33.9 million.

See Note 8, Goodwill and Intangible Assets , for more information.

Termination of License Agreement

The Company recognized expense of $ 3.0 million during the year ended December 31, 2022 related to the termination of a license agreement.

See Note 19, Commitments and Contingencies , for more information.

NOTE 19— COMMERCIAL PARTNERS AND OTHER AGREEMENTS

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The Company is now utilizing a second, larger-scale dedicated manufacturing suite.

Under these agreements, the Company makes monthly base fee payments to

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| 2024 Annual Report on Form 10-K | Page F-42

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Thermo Fisher.

Under these agreements, the Company makes monthly base fee payments to Thermo Fisher.

Unless earlier terminated by providing 18 months’ notice (other than termination by the Company in the event of a material breach by Thermo Fisher), this agreement will expire in May 2028.

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The Company may terminate this agreement upon one month ’s notice if a regulatory authority causes the withdrawal of ZILRETTA from the U.S.

or any other market that represents 80 percent of its overall sales, or at any time for convenience by providing 24 months’ notice.

or any other market that represents 80 percent of its overall sales,

Pacira BioSciences, Inc.

| 2025 Annual Report on Form 10-K | F-44

PACIRA BIOSCIENCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

or at any time for convenience by providing 24 months’ notice.

Either party may terminate the ZILRETTA Manufacturing and Supply Agreement in the event of the breach or bankruptcy of the other party.

9 unchanged sentences

Aratana began purchasing bupivacaine liposome injectable suspension product in 2016, which they market under the trade name NOCITA ® (a registered trademark of Aratana) for veterinary use.

Carlisle Companies, Inc.

In January 2020, the Company and Carlisle Companies, Inc., or Carlisle, entered into a Manufacturing and Supply Agreement (the “Carlisle Agreement”) to collaborate in the manufacture of iovera° Smart Tips at Carlisle’s Tijuana, Mexico facility.

The initial term of the Carlisle Agreement is five years with automatic one-year extensions unless either party provides prior notice in writing.

Under the Carlisle Agreement, the Company pays fees based on the amount of iovera° Smart Tips delivered by Carlisle.

Since April 2022, all iovera° Smart Tips have been produced by Carlisle.

The Carlisle Agreement may be terminated by either party upon one year s’ written notice without cause.

The Company may terminate the Carlisle Agreement upon thirty days ’ written notice in the event that iovera° is withdrawn from the market or no longer sold by us.

Either party may terminate the Carlisle Agreement in the event of the breach or bankruptcy of the other party.

Amphenol Corporation

In January 2020, the Company and a predecessor company to Amphenol Corporation, or Amphenol, entered into a Manufacturing and Supply Agreement (the “Amphenol Agreement”) to collaborate in the manufacture of iovera° Smart Tips at Amphenol’s Tijuana, Mexico facility.

The initial term of the Amphenol Agreement was for five years with automatic one-year extensions unless either party provides prior notice in writing.

Under the Amphenol Agreement, the Company pays fees based on the amount of iovera° Smart Tips delivered by Amphenol.

Since April 2022, all iovera° Smart Tips have been produced by Amphenol.

The Amphenol Agreement may be terminated by either party upon one year ’s written notice without cause.

The Company may terminate the Amphenol Agreement upon thirty days ’ written notice in the event that iovera° is withdrawn from the market or no longer sold by us.

Either party may terminate the Amphenol Agreement in the event of the breach or bankruptcy of the other party.

Jubilant Hollisterstier, LLC

In January 2025, we and Jubilant Hollisterstier, LLC, or Jubilant, entered into a Manufacture and Supply Agreement (the “Jubilant Agreement”) to collaborate in the manufacture of the diluent for ZILRETTA at Jubilant’s Spokane, Washington facility.

The initial term of the Jubilant Agreement is three years with extensions available under the mutual consent of both parties.

Under the Jubilant Agreement, we pay a fixed cost per vial of ZILRETTA diluent delivered by Jubilant.

Either party may terminate the Jubilant Agreement in the event of the breach or bankruptcy of the other party.

AmacaThera, Inc.

In November 2025, the Company and AmacaThera, Inc., or AmacaThera, a clinical-stage biotechnology company specializing in drug delivery, entered into an exclusive worldwide license agreement (the “AmacaThera Agreement”) for the development and commercialization of PCRX-2002 (previously known by AmacaThera as AMT-143), a long-acting formulation of the non-opioid analgesic ropivacaine for postsurgical pain.

In a Phase 1 study, PCRX-2002 demonstrated sustained release of ropivacaine through 14 days.

The Company and AmacaThera expect to initiate a Phase 2 program in 2026.

Under the terms of the AmacaThera agreement, the Company made an upfront payment of $ 5.0 million to AmacaThera, recorded as R&D expense during the year ended December 31, 2025, with the potential for future development- and sales-based milestone payments and a tiered royalty on future net product sales.

In January 2026, the Company and LG Chem, Ltd., or LG Chem, entered into a partnership agreement to expand access to EXPAREL in select Asian–Pacific markets.

Under the terms of the partnership, LG Chem has the exclusive rights to commercialize EXPAREL in the region.

The Company received a $ 2.0 million upfront payment that it will recognize over the license term upon commercialization and will receive a transfer price and tiered royalties on future commercial sales by LG

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Chem in its licensed territories.

The Company will manufacture EXPAREL and LG Chem will be responsible for securing regulatory approvals in the licensed territories and plans to file for marketing authorizations in South Korea and Thailand in the second half of 2026.

NOTE 20— COMMITMENTS AND CONTINGENCIES

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

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

In October 2020, Fortis filed an answer and counterclaim against the Company and Pacira CryoTech seeking to recover certain milestone payments under the MyoScience Merger Agreement.

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In January 2025, the Court issued its decision, finding that the disputed milestones were not met and therefore granted judgment to the Company in full.

A final order will be entered in the coming months.

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.

A final judgment and order was entered in April 2025.

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

eVenus Pharmaceutical Laboratories Litigations

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

prior to the expiration of U.S.

11,033,495 (the ’495 patent).

In November 2021, the Company filed a patent infringement suit against eVenus and its parent company (Jiangsu Hengrui Pharmaceuticals, Co.

Ltd., or Jiangsu Hengrui) in the U.S.

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

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

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

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

prior to the expiration of the ’495 patent.

In the second Notice Letter, eVenus also advised that it submitted a Paragraph IV Certification to the FDA seeking authorization for the manufacturing and marketing of a generic version of EXPAREL (266 mg/20 mL and 133 mg/10 mL) in the U.S.

prior to the expiration of U.S.

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.

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.

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

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

11,426,348 (the ‘348 patent) (23-cv-02367), U.S.

11,819,574 (the ‘574 patent) and 11,819,575 (the ‘575 patent) (24-cv-06294), and U.S.

11,925,706 (the ‘706 patent) (24-cv-07680).

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

12,156,940 (the ‘940 patent).

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

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

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

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

The first and second patent infringement suits were consolidated.

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

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

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

The trial on the remaining patent

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).

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.

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.

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 injectable suspension in the U.S.

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

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

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was conducted in February 2024, and in August 2024,the U.S.

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

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

A notice of appeal was filed in September 2024 and is ongoing.

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

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

11,426,348 (the ’348 patent).

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

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

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

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

District Court’s ruling on the ‘495 patent.

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

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

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

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

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

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

This action is in the discovery stage.

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

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

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

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

In December 2024, the Company filed a sixth patent infringement suit against Fresenius and eVenus’s parent company in the Northern District of Illinois (24-cv-12416) asserting that the 133 mg/10 mL and 266 mg/20 mL ANDA products will infringe U.S.

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

for the final three years of the agreement.

In addition, the Company has agreed to provide the 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.

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

Paragraph IV Certification Notices

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.

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.

On November, 26, 2025, the Company filed a patent infringement suit against WhiteOak and Qilu in the U.S.

District Court of the District of Delaware (25-cv-1445) asserting infringement of U.S.

11,033,495 (the ‘495 patent), U.S.

11,819,574 (the ‘574 patent) U.S.

12,144,890 (the ‘890 patent), U.S.

12,151,024 (the ‘024 Patent), U.S.

12,156,940 (the ‘940 patent), U.S.

12,251,468 (the ‘468 Patent), U.S.

12,296,047 (the ’047 Patent), U.S.

12,318,483 (the ‘483 Patent), and U.S.

12,370,142 (the ‘142 Patent).

This patent is the first patent from a new family of patents related to EXPAREL produced by the Company’s enhanced larger-scale manufacturing process in San Diego, California.

This action is in the pleadings stage.

Also in December 2024, eVenus, its parent company, and Fresenius filed an action for declaratory judgment of non-infringement and invalidity with respect to the ‘940 patent in the District Court of New Jersey (24-cv-11014).

This action is in the pleadings stage.

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

On January 23, 2026 and February 5, 2026, Qilu and WhiteOak, respectively, each answered the complaint and asserted affirmative defenses and counterclaims asserting, inter alia, invalidity, unenforceability and non-infringement.

The Company intends to vigorously defend its intellectual property rights relating to EXPAREL.

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

Argentum Request for Ex Parte Reexamination of ‘495 Patent

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

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

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

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

In response, the Company submitted rebuttal evidence, certain claim amendments, and new claims.

Claim 7 was withdrawn from the reexamination due to the finality of the judgment in the eVenus litigation, and claim 1 was canceled.

The USPTO agreed with the Company’s position and issued a Reexamination Certificate in August 2025.

Securities Class Action

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The complaint alleges that the Company made materially false and misleading statements and/or concealed material adverse facts concerning EXPAREL patents.

The Company filed a motion to dismiss the complaint, and in February 2026, the suit was dismissed with prejudice.

Shareholder Derivative Action

On June 16, 2025, a Shareholder Derivative suit, Young v.

Lee, et al, was filed in the District of New Jersey (25-cv-11841).

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.

The case is in the pleadings stage and the Company is unable to predict the outcome of this litigation at this time.

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Thereafter, RDF asserted that the issuance 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 its U.S.

The Company believes that the royalty period under the agreement ended on December 24, 2021 with the expiration of the ‘838 patent.

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

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

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

On August 8, 2023, the U.S.

District Court, District of Nevada, granted the Company’s motion for partial summary judgment in respect to the Company’s claim for a declaration that it no longer owes royalties for EXPAREL made under the 45-liter manufacturing process as of December 24, 2021.

As a result, the Company expects to receive $ 14.5 million from RDF, representing the royalties that the Company paid to RDF under protest after December 24, 2021 for EXPAREL made from the 45-liter manufacturing process.

Once it becomes probable that the settlement amount will be received, the Company will record a settlement gain within other operating expenses in the condensed consolidated statement of operations.

In November 2023, the United States District Court, District of Nevada conducted a mediation that did not result in a settlement.

During the pendency of the remaining lawsuit, the Company will continue to pay royalties associated with an enhanced, large-scale manufacturing process to RDF under protest.

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

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

In August 2023, the U.S.

District Court, District of Nevada granted the Company’s motion for partial summary judgment in respect to the Company’s claim for a declaration that it no longer owes royalties for EXPAREL made under its 45-liter batch manufacturing process as of December 24, 2021.

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

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

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

In June 2025, the U.S.

District Court for the District of Nevada issued judgment in favor of the company declaring that RDF is required to repay Pacira $ 23.1 million in royalties on EXPAREL sales that were previously paid under protest.

The Nevada Court also awarded Pacira an additional interest payment of $ 5.2 million in statutory interest on the royalties paid under protest.

In July 2025, the Company received a $ 28.3 million cash payment for which $ 23.1 million was recorded within contingent consideration gains, acquisition-related expenses, restructuring and other and $ 5.2 million was recorded within interest income in the year ended December 31, 2025 in the Company's consolidated statements of operations.

In May and September 2025, RDF filed two notices of appeal.

A consolidated appeal is pending.

Purchase Obligations

The Company has approximately $ 59.9 million of minimum, non-cancelable contractual commitments for contract manufacturing services as of December 31, 2024, of which $ 20.3 million is due in each of 2025 and 2026, $ 17.9 million is due in 2027 and the remaining $ 1.4 million is due in 2028.

The Company has approximately $ 6.5 million of minimum, non-cancelable contractual commitments for the purchase of certain raw materials as of December 31, 2024, all of which are due in 2025.

The Company has $ 1.8 million of other minimum, non-cancelable contractual commitments as of December 31, 2024, of which $ 1.4 million is due in 2025 and the remaining $ 0.4 million is due thereafter.

The Company has approximately $ 37.2 million of minimum, non-cancelable contractual commitments for contract manufacturing services as of December 31, 2025, of which $ 19.5 million is due in 2026, $ 16.0 million is due in 2027 and the remaining $ 1.7 million is due in 2028.

The Company has approximately $ 9.1 million of minimum, non-cancelable contractual commitments for the purchase of certain raw materials as of December 31, 2025, of which $ 3.1 million are due in each of 2026 and 2027, $ 1.7 million in 2028, and $ 0.6 million in each of 2028 and 2029.

The Company has $ 8.3 million of other minimum, non-cancelable contractual commitments as of December 31, 2025, of which $ 6.3 million is due in 2026, $ 0.8 million in 2027, $ 0.7 million in 2028 and the remaining $ 0.5 million is due thereafter.

Other Commitments and Contingencies

Johnson & Johnson MedTech

In July 2025, the Company entered into a co-promotion agreement with Johnson & Johnson MedTech, or J&J MedTech, (the “J&J Agreement”), to market and promote the use of ZILRETTA for OA knee pain in the U.S.

J&J MedTech’s specialized early intervention sales force will extend the reach of ZILRETTA beyond orthopedic practices, into multiple new physician specialties, including sports medicine, osteopathy, pain management and rheumatology.

Under the J&J Agreement, J&J MedTech is the exclusive third-party co-promoter for ZILRETTA in the U.S.

The initial term of the J&J Agreement extends through 2031 with an option to extend under mutual agreement.

The Company will continue to recognize all revenue from sales of ZILRETTA.

As compensation for its promotional efforts, for the first 12 months of the J&J Agreement the Company will pay J&J MedTech a minimum monthly commission.

For the remaining term of the agreement, Pacira will pay a tier-based commission with higher commission percentages earned at higher annual ZILRETTA sales levels.

J&J MedTech will receive a tiered commission ranging from low single digits to double digits.

The Company and J&J MedTech have mutual termination rights under the J&J Agreement, subject to certain terms, conditions and advance notice requirements, provided that the Company or J&J MedTech generally may not terminate the J&J Agreement, without cause, within one year of the effective date of the J&J Agreement.

The Company also has additional unilateral termination rights under certain circumstances.

The J&J Agreement contains customary representations, warranties, covenants and confidentiality provisions, as well as mutual indemnification obligations.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Termination of License Agreement

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The Company was granted deferrals for the required pediatric trials until after the indications were approved in adults.

Similarly, in Europe, the Company agreed with the European Medicines Agency, or EMA, on a Pediatric Investigation Plan as a prerequisite for submitting a Marketing Authorization Application (MAA) in the E.U.

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

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

The Company has received notification from both the FDA and EMA that its pediatric studies requirement had been waived for the indications of brachial plexus interscalene nerve block, lower extremity nerve block, sciatic nerve block in the popliteal fossa and adductor canal block indications to produce postsurgical regional analgesia in pediatric patients.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company has successfully completed Part 1 of a Phase 1 pharmacokinetic 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

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In February 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, completed the GQ Bio Acquisition and acquired the remaining 81 % of GQ Bio that was not already owned by the Company.

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

For more information on the GQ Bio Acquisition, see Note 4, GQ Bio Therapeutics Acquisition .

As of the date hereof, GQ Bio is a wholly-owned subsidiary of the Company.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

NOTE 21— SEGMENT INFORMATION

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

The Company is managed 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.

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These expense categories differ from what is disclosed in the Company’s financial results.

The table below reconciles the significant expense categories provided to the CODM to the Company’s expenses as disclosed under U.S.

GAAP (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The table below reconciles the significant expense categories provided to the CODM to the Company’s expenses as disclosed under GAAP (in thousands):

Year Ended December 31,

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Adjusted cost of goods sold (1)

136,780 165,097 173,980

Adjusted research and development (1)

104,704 74,196 67,563

Adjusted selling and marketing (1)

226,616 172,015 153,040

Adjusted general and administrative (1)

100,277 86,385 82,737

Goodwill impairment — 163,243 —

Stock-based compensation (1)

57,502 51,171 47,895

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

Changes in the fair value of contingent consideration ( 2,175 ) ( 4,457 ) ( 3,424 )

Legal settlement 7,000 — —

Legal judgment ( 23,148 ) — —

Impairment of acquired IPR&D 25,866 — —

Accelerated depreciation — — 10,545

16,510 9,399 8,224

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Adjusted other income (expense) ( 1,334 ) 2,747 ( 9,048 )

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

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

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

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

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

(1) During the year ended December 31, 2024, the remaining other operating expenses relates to restructuring charges, a loss on lease termination and acquisition-related charges.

During the years ended December 31, 2023 and 2022, the remaining other operating expenses relates to step-up of acquired Flexion fixed assets and inventory to fair value and acquisition-related charges.

The Company’s long-lived assets are primarily located in the U.S.

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

NOTE 21— SUBSEQUENT EVENTS (UNAUDITED)

Acquisition of GQ Bio Therapeutics GmbH

As of December 31, 2024, the Company owned approximately 19 % of GQ Bio.

On February 25, 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, entered into a securities purchase agreement to acquire the remaining 81 % of GQ Bio for approximately $ 32 million, net of working capital and other transaction adjustments.

The net purchase price includes $ 8 million to be paid over three years pursuant to a key employee holdback agreement and a post-closing indemnity holdback of $ 6 million, whereas the remaining $ 18 million was paid at closing using cash on hand.

Brisbane, California Office Lease

In February 2025, the Company signed a lease for an office in Brisbane, California to be used for selling, general and administrative purposes.

As a result, the Company recorded $ 0.5 million of right-of-use assets in exchange for lease obligations in the first quarter of 2025.

(Loss) gain on early extinguishment of debt ( 983 ) 7,518 ( 16,926 )

Total other (expense) income, net ( 2,317 ) 10,265 ( 25,974 )

Income (loss) before income taxes 16,874 ( 63,106 ) 61,701

Income tax expense ( 9,840 ) ( 36,454 ) ( 19,746 )

Net income (loss) $ 7,034 $ ( 99,560 ) $ 41,955

(1) The adjustments are primarily related to stock-based compensation being noted separately as a line item.

(2) During the year ended December 31, 2025 and 2024, the remaining other operating expenses include restructuring charges.

During the years ended December 31, 2025, 2024 and 2023, the remaining other operating expenses include acquisition-related charges.

The measure of segment assets is reported on the Company’s consolidated balance sheet as total assets.

Substantially all of the Company’s assets are used to support its mission in delivering innovative, non-opioid pain therapies to transform the lives of patients.

For the year ended December 31, 2025, the Company’s long-lived assets were primarily located in the U.S.

( 83 %), and, to a lesser extent, Germany ( 9 %) and the U.K.

For the years ended December 31, 2024 and 2023, the Company’s long-lived assets were substantially located in the U.S.

For more information on the Company’s fixed assets, refer to Note 7, Fixed Assets .

Pacira BioSciences, Inc.

| 2024 Annual Report on Form 10-K | Page F-48

| 2025 Annual Report on Form 10-K | F-50

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

What changed 10-K

Item 9A. Controls and Procedures