Pacira BioSciences, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon the results of the evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025 was audited by KPMG LLP, our independent registered public accounting firm, which expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2025. Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2025, there have been no changes in our internal control over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the quarter ended December 31, 2025, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | 93 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item will be included in the proxy statement for our 2026 annual stockholders’ meeting and is incorporated by reference into this report. Item 11. Executive Compensation Information required by this item will be included in the proxy statement for our 2026 annual stockholders’ meeting and is incorporated by reference into this report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters Information required by this item will be included in the proxy statement for our 2026 annual stockholders’ meeting and is incorporated by reference into this report. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item will be included in the proxy statement for our 2026 annual stockholders’ meeting and is incorporated by reference into this report. Item 14. Principal Accountant Fees and Services Information required by this item will be included in the proxy statement for our 2026 annual stockholders’ meeting and is incorporated by reference into this report. PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this Annual Report on Form 10-K: (1) Financial Statements Index to the Consolidated Financial Statements Page # Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Comprehensive Income (Loss) F-6 Consolidated Statements of Stockholders’ Equity F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-10 The report of our independent registered accounting firm, KPMG LLP, with respect to the above-referenced financial statements and on internal control over financial reporting, is included in this Annual Report on Form 10-K. Their consent appears as Exhibit 23.1 of this Annual Report on Form 10-K. Report of Independent Registered Public Accounting Firm (2) Schedules All financial statement schedules have been omitted because they are not required, are not applicable or the information is included in the consolidated financial statements or related notes thereto. (3) Exhibits The following exhibits are filed with, or incorporated by reference in this Annual Report on Form 10-K. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | 94 Table of Contents EXHIBIT INDEX Incorporation By Reference From Exhibit Number Description Form Exhibit Date Filed 2.1 Agreement and Plan of Merger, dated March 4, 2019, by and among Pacira Pharmaceuticals, Inc., PS Merger, Inc., MyoScience, Inc., and Fortis Advisors LLC, as the securityholders’ representative. # † 8-K 2.1 3/5/2019 2.2 Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc., Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. 8-K 2.1 10/12/2021 3.1 Amended and Restated Certificate of Incorporation. 8-K 3.1 2/11/2011 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated April 9, 2019. 8-K 3.1 4/9/2019 3.3 Third Amended and Restated Bylaws. 8-K 3.1 3/14/2025 4.1 Specimen Certificate Evidencing Shares of Common Stock. 10-K 4.1 2/27/2025 4.2 Indenture (including form of 2.125% Convertible Senior Notes due 2029), dated May 14, 2024, between the Registrant and Computershare Corporate Trust, National Association, as trustee. 8-K 4.1 5/14/2024 4.3 Description of Securities. 10-K 4.3 2/21/2020 10.1 Amended and Restated 2011 Stock Incentive Plan.*** 8-K 10.1 6/13/2025 10.2 Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.*** 8-K 10.3 6/4/2014 10.3 Form of Nonstatutory Stock Option Agreement (Employees) under the Amended and Restated 2011 Stock Incentive Plan for grants made on or after February 1, 2022.*** 10-K 10.3 2/28/2022 10.4 Form of Nonstatutory Stock Option Agreement (Non-Employee Directors) under the Amended and Restated 2011 Stock Incentive Plan for grants made on or after February 1, 2022.*** 10-K 10.4 2/28/2022 10.5 Form of Restricted Stock Unit Award Agreement (Employees) under the Amended and Restated 2011 Stock Incentive Plan for grants made prior to February 1, 2022.*** 10-K 10.5 2/29/2024 10.6 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 10.7 Amended and Restated 2014 Inducement Plan.* *** 10.8 Form of Nonstatutory Stock Option Agreement under the Amended and Restated 2014 Inducement Plan.*** 8-K 10.2 1/21/2025 10.9 Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Inducement Plan.*** 8-K 10.3 1/21/2025 10.10 Amended and Restated 2014 Employee Stock Purchase Plan.*** 8-K 10.1 6/10/2022 10.11 Assignment Agreement, dated February 9, 1994, amended April 15, 2004, between the Registrant and Research Development Foundation. S-1/A 10.4 12/3/2010 10.12 Stock Purchase Agreement, dated January 8, 2007, between SkyePharma, Inc. and the Registrant. S-1/A 10.5 12/3/2010 10.13 Employment Agreement, dated December 20, 2023, by and between Pacira Pharmaceuticals, Inc. and Frank D. Lee.*** 8-K 10.1 12/21/2023 10.14 Employment Agreement, dated October 21, 2024, by and between Pacira Pharmaceuticals, Inc. and Shawn M. Cross.*** 10-K 10.18 2/27/2025 10.15 Employment Agreement, dated November 29, 2012, by and between Pacira Pharmaceuticals, Inc. and Kristen Williams.*** 10-Q 10.2 4/30/2015 10.16 Amendment No. 1 to Employment Agreement, dated March 13, 2013, by and between Pacira Pharmaceuticals, Inc. and Kristen Williams.*** 10-Q 10.3 4/30/2015 10.17 Amendment No. 2 to Employment Agreement, dated June 30, 2015, by and between Pacira Pharmaceuticals, Inc. and Kristen Williams.*** 10-Q 10.5 7/30/2015 10.18 Amendment No. 3 to Employment Agreement, dated as of October 31, 2024, by and between Pacira Pharmaceuticals, Inc. and Kristen Williams.*** 8-K 10.3 11/6/2024 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | 95 Table of Contents Incorporation By Reference From Exhibit Number Description Form Exhibit Date Filed 10.19 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 10.20 Executive Employment Agreement, dated May 4, 2020, by and between Pacira Pharmaceuticals, Inc. and Jonathan Slonin.*** 10-Q 10.1 5/4/2022 10.21 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 10.22 Employment Agreement by and between Pacira Pharmaceuticals, Inc. and David Stack.*** S-1/A 10.21 12/3/2010 10.23 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 10.24 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 10.25 Transition and Retirement Agreement, dated September 20, 2023, by and between Pacira Pharmaceuticals, Inc. and David Stack.*** 8-K 10.1 9/26/2023 10.26 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 10.27 Executive Employment Agreement, dated June 17, 2019, by and between Pacira Pharmaceuticals, Inc. and Daryl Gaugler.*** 10-Q 10.1 5/3/2023 10.28 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 10.29 Form of Indemnification Agreement between the Registrant and its directors and officers.*** 10-K 10.22 2/29/2024 10.30 Commercial Outsourcing Services Agreement entered into as of February 26, 2024 by the Registrant and Integrated Commercialization Solutions, Inc.†† 10-K 10.23 2/29/2024 10.31 Pacira BioSciences, Inc. Deferred Compensation Plan.*** 8-K 10.1 6/11/2020 10.32 Amendment No. 1 to Pacira BioSciences, Inc. Deferred Compensation Plan.*** 10-K 10.25 2/28/2023 10.33 Amendment No. 2 to Pacira BioSciences, Inc. Deferred Compensation Plan.*** 10-K 10.30 2/27/2025 10.34 Pacira BioSciences, Inc. Long-Term Incentive Plan.*** 10-K 10.31 2/27/2025 10.35 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 10.36 Manufacturing and Supply Agreement dated April 4, 2014,by and between Pacira Pharmaceuticals, Inc. and Patheon UK Limited.* †† 10.37 Technical Transfer and Service Agreement dated April 4, 2014, by and between by and between Pacira Pharmaceuticals, Inc. and Patheon UK Limited.* †† 10.38 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 10.39 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 10.40 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 10.41 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 10.42 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 10.43 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 10.44 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 10.45 Side Letter dated June 5, 2023, to the Manufacturing and Supply Agreement by and between Pacira Pharmaceuticals, Inc. and Patheon UK Limited.†† 10-K 10.2 8/2/2023 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | 96 Table of Contents Incorporation By Reference From Exhibit Number Description Form Exhibit Date Filed 10.46 Manufacturing and Supply Agreement dated July 31, 2015, between Flexion Therapeutics, Inc. and Patheon UK Limited, as amended to date.* †† 10.47 First Amendment to Manufacturing and Supply Agreement dated May 8, 2019, between Flexion Therapeutics, Inc. and Patheon UK Limited.†† 10-K 10.32 2/29/2024 10.48 Second Amendment to Manufacturing and Supply Agreement dated June 17, 2019, between Flexion Therapeutics, Inc. and Patheon UK Limited.†† 10-K 10.33 2/29/2024 10.49 Third Amendment to Manufacturing and Supply Agreement dated December 1, 2023, by and between by and between Pacira Pharmaceuticals, Inc. and Patheon UK Limited.†† 10-K 10.34 2/29/2024 10.50 Technical Transfer and Service Agreement dated July 31, 2015, between Flexion Therapeutics, Inc. and Patheon UK Limited, as amended to date.* †† 10.51 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 10.52 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 10.53 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 10.54 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 10.55 Form of Capped Call Transaction Confirmation. 8-K 10.1 5/14/2024 19 Pacira BioSciences, Inc. Insider Trading Policy. 10-K 19 2/27/2025 21.1 Subsidiaries of the Registrant.* 23.1 Consent of KPMG LLP.* 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).* 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).* 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Incentive Compensation Recovery Policy.*** 10-K 97 2/29/2024 101.INS* Inline XBRL Instance Document.* 101.SCH* Inline XBRL Taxonomy Schema Document.* 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document.* 101.LAB* Inline XBRL Taxonomy Label Linkbase Document.* 101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document.* 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.* 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 Table of Contents * Filed herewith. ** Furnished herewith. *** Denotes management contract or compensatory plan or arrangement. † Confidential treatment has been requested or granted as to certain portions, which portions were omitted and filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Request. †† Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information (i) is not material and (ii) is the type that the Registrant treats as private or confidential. # Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request. ## Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request. Item 16. Form 10-K Summary None. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | 98 Table of Contents SIGNATURES 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. PACIRA BIOSCIENCES, INC. /s/ FRANK D. LEE Date: February 26, 2026 By: Frank D. Lee Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on February 26, 2026. Principal Executive Officer Directors /s/ FRANK D. LEE /s/ MARCELO BIGAL /s/ ABRAHAM CEESAY Frank D. Lee Marcelo Bigal Abraham Ceesay Chief Executive Officer and Director /s/ CHRISTOPHER J. CHRISTIE /s/ MARK FROIMSON Principal Financial Officer Christopher J. Christie Mark Froimson /s/ SHAWN M. CROSS /s/ SAMIT HIRAWAT /s/ MARK KRONENFELD Shawn M. Cross Samit Hirawat Mark Kronenfeld Chief Financial Officer /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. | 2025 Annual Report on Form 10-K | 99 Table of Contents PACIRA BIOSCIENCES, INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page # Report of Independent Registered Public Accounting Firm F-2 Auditor Name: KPMG LLP Auditor Location: Short Hills, NJ Auditor Firm ID: 185 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023 F-6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-10 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Pacira BioSciences, Inc.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated balance sheets of Pacira BioSciences, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-2 Table of Contents 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. Fair value measurement of the contingent consideration liability associated with the acquisition of Flexion As discussed in Notes 2 and 12 to the consolidated financial statements, the Company recognized a contingent consideration liability at its estimated fair value on the acquisition date, in connection with the acquisition of Flexion Therapeutics, Inc. (Flexion). Subsequent changes to the fair value of the contingent consideration liability are recorded in the consolidated statement of operations in the period of change. The Company estimates the fair value using a Monte Carlo simulation. The fair value of the Flexion contingent consideration as of December 31, 2025 was $18.1 million. We identified the evaluation of the fair value measurement of the contingent consideration liability related to achieving commercial milestones associated with the acquisition of Flexion as a critical audit matter. Evaluating the fair value measurement of the contingent consideration liability required significant auditor judgment, due to the high degree of subjectivity inherent in certain assumptions with unobservable inputs that were used in the model. In particular, the fair value measurement was sensitive to management’s forecasts of revenues, volatility, and discount rates. In addition, the audit effort associated with the evaluation of the Company’s volatility and discount rates involved the use of valuation professionals with specialized skills and knowledge. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s fair value measurement process for the contingent consideration liability related to achieving commercial milestones. This included controls related to the development of the assumptions for forecasted revenues, volatility, and discount rates. We evaluated the forecasted revenues and certain commercial milestone assumptions used in the Company’s models by comparing them to historical data, industry benchmarks and other third-party market data that were assessed to be relevant and reliable. We involved valuation professionals with specialized skills and knowledge, who assisted in developing an independent estimate of the discount rates and volatility assumptions using inputs from publicly available market data and comparing the results to the Company’s discount rates and volatility assumptions. 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 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. /s/ KPMG LLP We have served as the Company’s auditor since 2015. Short Hills, New Jersey February 26, 2026 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-3 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 158,545 $ 276,774 Short-term available-for-sale investments 79,879 207,841 Accounts receivable, net 124,069 113,304 Inventories, net 152,863 125,282 Prepaid expenses and other current assets 32,618 21,929 Total current assets 547,974 745,130 Fixed assets, net 140,690 167,169 Right-of-use assets, net 41,777 49,222 Goodwill 20,214 — Intangible assets, net 368,100 425,970 Deferred tax assets 123,854 130,376 Investments and other assets 22,308 35,649 Total assets $ 1,264,917 $ 1,553,516 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 15,150 $ 19,133 Accrued expenses 95,601 80,124 Lease liabilities 9,839 8,887 Current portion of long-term debt, net — 201,776 Total current liabilities 120,590 309,920 Long-term debt, net 372,189 383,545 Lease liabilities 36,176 44,645 Contingent consideration 18,066 20,241 Deferred tax liabilities 4,213 — Other liabilities 20,572 16,817 Total liabilities 571,806 775,168 Commitments and contingencies (Note 20) Stockholders’ equity: Preferred stock, par value $ 0.001 ; 5,000,000 shares authorized; none issued and outstanding at December 31, 2025 and 2024 — — Common stock, par value $ 0.001 ; 250,000,000 shares authorized; 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 48 47 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 Accumulated deficit ( 199,322 ) ( 206,356 ) Accumulated other comprehensive income 4,327 343 Total stockholders’ equity 693,111 778,348 Total liabilities and stockholders’ equity $ 1,264,917 $ 1,553,516 See accompanying notes to consolidated financial statements. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-4 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues: Net product sales $ 722,854 $ 697,186 $ 672,245 Royalty revenue 3,557 3,780 2,733 Total revenues 726,411 700,966 674,978 Operating expenses: Cost of goods sold 149,749 170,428 184,669 Research and development 117,312 81,577 76,257 Selling, general and administrative 368,759 294,099 269,441 Amortization of acquired intangible assets 57,288 57,288 57,288 Goodwill impairment — 163,243 — Contingent consideration gains, acquisition-related expenses, restructuring and other 14,112 7,702 ( 352 ) Total operating expenses 707,220 774,337 587,303 Income (loss) from operations 19,191 ( 73,371 ) 87,675 Other income (expense): Interest income 22,732 19,689 11,444 Interest expense ( 17,446 ) ( 16,569 ) ( 20,306 ) (Loss) gain on early extinguishment of debt ( 983 ) 7,518 ( 16,926 ) Other, net ( 6,620 ) ( 373 ) ( 186 ) 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: Basic 44,566 46,245 46,222 Diluted 45,042 46,245 51,979 See accompanying notes to consolidated financial statements. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-5 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ 7,034 $ ( 99,560 ) $ 41,955 Other comprehensive income (loss): Net unrealized (loss) gain on investments, net of tax ( 93 ) 66 647 Foreign currency translation adjustments 4,077 30 ( 20 ) 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. | 2025 Annual Report on Form 10-K | F-6 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 (In thousands) Number of Shares Outstanding Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Common Shares Treasury Shares Common Stock Treasury Stock Balance at December 31, 2022 45,928 — $ 46 $ — $ 924,095 $ ( 148,751 ) $ ( 380 ) $ 775,010 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 Other comprehensive income (Note 13) — — — — — — 627 627 Net income — — — — — 41,955 — 41,955 Balance at December 31, 2023 46,481 — 46 — 976,633 ( 106,796 ) 247 870,130 Vested restricted stock units 501 — 1 — — — — 1 Common stock withheld for employee withholding tax liabilities on vested restricted stock units ( 19 ) — — — ( 491 ) — — ( 491 ) Common stock issued under employee stock purchase plan 115 — — — 2,298 — — 2,298 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 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 Common stock withheld for employee withholding tax liabilities on vested restricted stock units ( 217 ) — — — ( 5,617 ) — — ( 5,617 ) Common stock issued under employee stock purchase plan 163 — — — 2,801 — — 2,801 Stock-based compensation — — — — 57,502 — — 57,502 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 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 See accompanying notes to consolidated financial statements. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-7 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2025 2024 2023 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 — Deferred taxes 6,477 20,621 15,615 Depreciation of fixed assets and amortization of intangible assets 91,023 78,785 75,574 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 ) 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: Accounts receivable, net ( 10,742 ) ( 7,748 ) ( 7,159 ) Inventories, net ( 27,567 ) ( 20,929 ) ( 8,290 ) Prepaid expenses and other assets ( 1,212 ) 61 ( 5,063 ) Accounts payable ( 5,598 ) 3,084 916 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 ) Purchases of available-for-sale investments ( 141,041 ) ( 252,212 ) ( 137,608 ) Sales of available-for-sale investments 273,807 179,572 237,068 Purchases of debt and equity investments ( 1,250 ) — ( 6,758 ) Net cash provided by (used in) investing activities 99,481 ( 83,276 ) 77,541 Financing activities: Proceeds from exercises of stock options 502 — 1,939 Proceeds from shares issued under employee stock purchase plan 2,801 2,298 2,811 Payment of employee withholding taxes on restricted stock unit vests ( 5,617 ) ( 491 ) ( 106 ) 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 — Proceeds from Term loan A facility — — 149,550 Repayment of 2024 convertible senior notes — ( 8,641 ) — Repayment of 2025 convertible senior notes ( 202,487 ) ( 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 ) — Debt extinguishment costs — — ( 5,750 ) Payment of debt issuance and financing costs ( 2,186 ) ( 9,350 ) ( 1,163 ) 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 Cash and cash equivalents, end of year $ 158,545 $ 276,774 $ 153,298 See accompanying notes to consolidated financial statements. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-8 Table of Contents PACIRA BIOSCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In thousands) Year Ended December 31, 2025 2024 2023 Supplemental cash flow information: Cash paid for interest $ 15,235 $ 15,418 $ 27,635 Non-cash investing and financing activities: 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 $ — See accompanying notes to consolidated financial statements. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-9 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1— DESCRIPTION OF BUSINESS Pacira BioSciences, Inc. 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 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. ZILRETTA is the first and only extended-release, intra-articular (meaning in the joint) injection indicated for the management of osteoarthritis, or OA, knee pain. In April 2019, the Company added iovera ® ° to its commercial offering with the acquisition of MyoScience, Inc., or MyoScience, (the “MyoScience Acquisition”). The iovera° system is a handheld cryoanalgesia device that delivers immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The Company is also advancing the development of PCRX-201 (enekinragene inzadenovec), a novel, locally administered gene therapy 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 Basis of Presentation and Principles of Consolidation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission, or SEC. The accounts of the Company’s wholly owned subsidiaries are included in these consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications from previously issued financial statements have been made to conform to the current presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and contingent liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, among other things, revenue recognition, valuation of acquired assets and liabilities, stock-based compensation, inventory costs, impairments of equity investments, long-lived assets, goodwill and other intangible assets, liabilities and accruals, including contingent consideration, and the valuation of deferred tax assets. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results could differ from these estimates. Revenue From Contracts With Customers The Company’s net product sales 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. | 2025 Annual Report on Form 10-K | F-10 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 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 The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers (including AmerisourceBergen Health Corporation, Cardinal Health, Inc. and McKesson Drug Company), but shipments of the product are sent directly to individual accounts, such as hospitals, ambulatory surgery centers and individual physicians. The Company also sells EXPAREL directly to ambulatory surgery centers and individual physicians. The Company sells ZILRETTA primarily to specialty distributors and specialty pharmacies, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals. The Company also contracts directly with healthcare providers and intermediaries such as Group Purchasing Organizations, or GPOs. The Company sells iovera° directly to end users and its bupivacaine liposome injectable suspension product for veterinary use to a third-party licensee in the U.S. The table below includes the percentage of revenues comprised by the Company’s three largest wholesalers in each period presented: Year Ended December 31, 2025 2024 2023 Largest wholesaler 31 % 34 % 33 % Second largest wholesaler 26 % 23 % 24 % Third largest wholesaler 22 % 20 % 20 % Total 79 % 77 % 77 % Revenue from outside the U.S. accounted for less than 1 % of the Company’s total revenue for each of the years ended December 31, 2025, 2024 and 2023. Research and Development Expenses 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. 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. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to basis differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. 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. | 2025 Annual Report on Form 10-K | F-11 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. 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 • Expected volatility • Expected dividends • Risk-free interest rate The Company utilizes its historical volatility data to determine expected volatility over the expected term of the option. The Company uses an expected term based on its historical stock option activity data for stock option grants and the length of an offering period for employee stock purchase plan share option grants. The risk-free interest rate is based on the implied yield on U.S. Department of the Treasury zero-coupon bonds for periods commensurate with the expected term of the options. The dividend yield on the Company’s common stock is estimated to be zero as the Company has not declared or paid any dividends since inception, nor does it have any intention to do so in the foreseeable future. Additionally, the Company’s ability to declare and pay a dividend in the future could be limited per the agreements governing its indebtedness. The Company records forfeitures of grants as they occur rather than estimating forfeitures during each reporting period. Cash and Cash Equivalents All highly liquid investments with maturities of 90 days or less when purchased are considered cash equivalents. Cash equivalents include money market funds. As of December 31, 2025, the carrying value of the Company’s money market funds was $ 120.7 million. As of December 31, 2024, the carrying value of money market funds was $ 269.4 million. The carrying values approximate fair value as of December 31, 2025 and 2024. 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. (and denominated in the U.S. dollar) by foreign entities. Current available-for-sale investments are those with maturities of greater than three months, but less than one year. Noncurrent available-for-sale investments hold maturities greater than one year. The Company evaluates the classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date, which includes an assessment of the intent to hold the available-for-sale securities. The Company’s investment policy sets minimum credit quality criteria and maximum maturity limits on its investments to provide for preservation of capital, liquidity and a reasonable rate of return. The Company classifies its investments as available-for-sale. Available-for-sale securities are recorded at fair value, based on current market valuations. Unrealized holding gains and losses on available-for-sale securities (except for credit losses) are excluded from net income (loss) and are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses are included in interest income in the consolidated statements of operations and are derived using the specific identification method for determining the cost of the securities sold. The Company evaluates whether a credit loss exists, and in the event a credit loss does exist, the credit loss is recognized in the consolidated statements of operations based on the amount that the fair value is less than the amortized cost. Inventories Inventories consist of finished goods held for sale and distribution, raw materials and work in process. Inventories are stated at the lower of cost, which includes amounts related to material, labor and overhead, or net realizable value, and is determined using the first-in, first-out method. The Company periodically reviews its inventory to identify obsolete, slow-moving, or otherwise unsalable inventories, and establishes allowances for situations in which the cost of the inventory is not expected to be recovered. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-12 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation and amortization. The Company reviews its property, plant and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation of fixed assets is provided over their estimated useful lives on a straight-line basis. The Company periodically reviews these useful lives relative to physical factors, economic factors and industry trends. If there are changes in the planned use of property or equipment, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of accelerated depreciation expense in future periods. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related remaining lease terms. Useful lives by asset category are as follows: Asset Category Useful Life Computer equipment and software 1 to 3 years Office furniture and equipment 5 years Manufacturing and laboratory equipment 5 to 15 years Asset Retirement Obligations The Company has contractual obligations stemming from certain of its lease agreements to return leased space to its original condition upon termination of such lease agreements. The Company records its asset retirement obligations, or ARO, along with a corresponding capital asset in an amount equal to the estimated fair value of the ARO, based on the present value of expected future cash flows. In subsequent periods, the Company records expense to accrete the ARO to its full value. Each ARO capital asset is depreciated over the depreciable term of the associated fixed asset. Leases The Company recognizes right-of-use, or ROU, assets and lease liabilities at the commencement of its lease agreements. The leases are evaluated at commencement to determine whether they should be classified as operating or financing leases. Lease costs associated with operating leases are recognized on a straight-line basis, while lease costs for financing leases are recognized over the lease term using the effective interest method. The Company does not currently have any financing leases. The amount of ROU assets and lease liabilities to be recognized is impacted by the type of lease payments, the lease term and the incremental borrowing rate. 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 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. The incremental borrowing rate is based on the rate the Company estimates it would pay on a collateralized basis over a similar term in a similar economic environment. Acquisitions In a business combination, the acquisition method of accounting requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values, with some exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value can be determined, the asset or liability is recognized; if fair value is not determinable, then no asset or liability is recognized. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Acquired in-process research and development, or IPR&D, is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. 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 Table of Contents 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. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the closing date of the acquisition. Contingent Consideration Subsequent to an acquisition, the Company measures contingent consideration arrangements at fair value at each reporting period, with changes in fair value recognized in the consolidated statements of operations. Changes in contingent consideration can result from changes in the assumed achievement and timing of estimated sales and regulatory approvals. In the absence of new information, changes in fair value reflect the passage of time towards achievement or expiration of the milestones, and are accreted to the period in which payments are expected to be made. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination and is subject to impairment testing at least annually or upon the occurrence of a triggering event that could indicate a potential impairment. The Company has historically tested goodwill for impairment by performing a qualitative assessment in order to determine whether facts and circumstances support a determination that reporting unit fair values are greater than their carrying values. This has historically been performed using readily available market data and company-specific factors. If the Company determines that it is more likely than not that the fair value of the Company is less than its carrying value, a quantitative test is required. This is performed by comparing the fair value of the Company with its carrying value. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is indicated, requiring recognition of a goodwill impairment charge up to the carrying value of goodwill. The fair value of the Company would be calculated through an income approach. Under the income approach, the Company calculates the fair value based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to assume fair value. The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions and internal projections and operating plans which incorporate estimates for sales growth and future margins. Additional assumptions would include forecasted growth rates, estimated discount rates and the probability of success for the Company’s product pipeline candidate products. The Company believes such assumptions would reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions. Intangible Assets Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives and are recorded at cost, net of accumulated amortization. Indefinite-lived intangible assets are tested for impairment at least annually or when a triggering event occurs that could indicate a potential impairment exists. Impairment charges are recognized to the extent the carrying value exceeds its fair value. Equity Investments The Company holds investments in equity securities without a readily determinable fair value which are recognized at cost less any impairments, plus or minus any changes resulting from observable price changes in orderly transactions for a similar investment. Impairments of Long-Lived Assets Management reviews long-lived assets, including fixed assets and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. 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. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-14 Table of Contents 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 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 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. Gains or losses on reissued treasury stock arising from the difference between the average cost and the fair value of the award is recorded in additional paid-in capital in the consolidated balance sheets. Foreign Currencies The balance sheet accounts of the Company’s foreign subsidiaries with functional currencies other than the U.S. Dollar are translated using the exchange rate at each respective balance sheet date. Revenues and expenses are translated using the average exchange rates for each calendar month during the year. Translation adjustments are recorded as a component of accumulated other comprehensive income in the consolidated financial statements. 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 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 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 . The ASU amendment improves financial reporting by requiring public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The ASU’s amendments are effective for annual reporting periods beginning after December 31, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. This ASU amendment can be applied on a prospective basis or retrospectively. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statement disclosures. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-15 Table of Contents 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 30,618 Prior 19 % equity investment ownership of GQ Bio realized upon business combination 8,316 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 Table of Contents 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5— REVENUE The Company’s sources of revenue are detailed in Note 2, Summary of Significant Accounting Policies . The Company does not consider revenue from sources other than sales of EXPAREL and ZILRETTA to be material sources of its consolidated revenue. As such, the following disclosure is limited to revenue associated with net product sales of EXPAREL and ZILRETTA. Net Product Sales The Company sells EXPAREL through a drop-ship program under which orders are processed through wholesalers based on orders of the product placed by end-users, namely hospitals, ambulatory surgery centers and healthcare provider offices. EXPAREL is delivered directly to the end-user without the wholesaler ever taking physical possession of the product. The Company primarily sells ZILRETTA to specialty distributors and specialty pharmacies, who then subsequently resell ZILRETTA to physicians, clinics and certain medical centers or hospitals. The Company also contracts directly with healthcare providers and intermediaries such as GPOs. Product revenue is recognized when control of the promised goods are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods. EXPAREL and ZILRETTA revenue is recorded at the time the products are transferred to the customer. Revenues from sales of products are recorded net of returns allowances, prompt payment discounts, service fees, government rebates, volume rebates and chargebacks. These reserves are based on estimates of the amounts earned or to be claimed on the related sales. These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of the sale, using the most likely amount method, except for returns, which is based on the expected value method. The Company includes these estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. Chargebacks for fees and discounts represent the estimated obligations resulting from contractual commitments to sell products to Department of Veteran Affairs hospitals, participating GPO members, 340B qualified entities and other contracted customers at prices lower than the list price. The 340B Drug Discount Program is a U.S. federal government program that requires participating drug manufacturers to provide outpatient drugs to eligible health care organizations and covered entities at reduced prices. Customers claim the difference between the amount invoiced and the discounted selling price through a chargeback issued by a wholesaler. Reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and trade receivables, net. Chargeback amounts are determined at the time of sale and the Company generally issues credits for such amounts within weeks of receiving notification from a wholesaler. Reserves for chargebacks consist of anticipated credits the Company expects to issue based on expected units sold and chargebacks that customers have claimed for which credits have not yet been issued. The calculation for some of these items requires management to make estimates based on sales data, historical return data, contracts, statutory requirements and other related information that may become known in the future. The adequacy of these provisions is reviewed on a quarterly basis. 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): Returns Allowances Prompt Payment Discounts Service Fees Volume Rebates and Chargebacks Government Rebates Total Balance at December 31, 2022 $ 1,691 $ 1,187 $ 3,193 $ 5,452 $ 786 $ 12,309 Provision 1,335 11,970 18,129 92,009 2,176 125,619 Payments ( 1,158 ) ( 11,849 ) ( 17,625 ) ( 91,591 ) ( 1,787 ) ( 124,010 ) Balance at December 31, 2023 1,868 1,308 3,697 5,870 1,175 13,918 Provision 2,260 12,697 21,022 115,087 2,155 153,221 Payments ( 2,528 ) ( 12,697 ) ( 19,844 ) ( 116,094 ) ( 1,623 ) ( 152,786 ) Balance at December 31, 2024 1,600 1,308 4,875 4,863 1,707 14,353 Provision 1,293 14,367 24,947 164,098 3,710 208,415 Payments ( 734 ) ( 14,101 ) ( 24,801 ) ( 162,567 ) ( 3,698 ) ( 205,901 ) 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Accounts Receivable The majority of accounts receivable arise from product sales and represent amounts due from wholesalers, hospitals, ambulatory surgery centers, specialty distributors, specialty pharmacies and individual physicians. Payment terms generally range from zero to four months from the date of the transaction, and accordingly, there is no significant financing component. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification, or ASC, 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. At contract inception, the Company assesses the goods promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good that is distinct. When identifying individual performance obligations, the Company considers all goods promised in the contract regardless of whether explicitly stated in the customer contract or implied by customary business practices. The Company’s contracts with customers require it to transfer an individual distinct product, which represents a single performance obligation. The Company’s performance obligation with respect to its product sales is satisfied at a point in time, which transfers control upon delivery of EXPAREL and ZILRETTA to its customers. The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred, the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time. Disaggregated Revenue The following table represents disaggregated net product sales in the periods presented as follows (in thousands): Year Ended December 31, 2025 2024 2023 Net product sales: EXPAREL $ 575,130 $ 548,962 $ 538,120 ZILRETTA 116,633 118,089 111,098 iovera° 24,178 22,813 19,685 Bupivacaine liposome injectable suspension 6,913 7,322 3,342 Total net product sales $ 722,854 $ 697,186 $ 672,245 NOTE 6— INVENTORIES The components of inventories, net are as follows (in thousands): December 31, 2025 2024 Raw materials $ 43,335 $ 50,800 Work-in-process 28,201 27,384 Finished goods 81,327 47,098 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 7— FIXED ASSETS Fixed assets, net, summarized by major category, consist of the following (in thousands): December 31, 2025 2024 Machinery and equipment $ 163,144 $ 160,643 Leasehold improvements 77,450 86,034 Computer equipment and software 26,187 23,473 Office furniture and equipment 2,127 1,952 Construction in progress 9,485 27,996 Total 278,393 300,098 Less: accumulated depreciation ( 137,703 ) ( 132,929 ) Fixed assets, net $ 140,690 $ 167,169 For information on useful lives by asset category, refer to Note 2, Summary of Significant Accounting Policies . Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 33.7 million, $ 21.5 million and $ 18.3 million, respectively. 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. As of December 31, 2025 and 2024, total fixed assets, net, includes manufacturing process equipment and leasehold improvements located outside of the U.S. in the amount of $ 41.9 million and $ 51.1 million, respectively. 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. 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 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. 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, 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. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-20 Table of Contents 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, Operating Lease Costs 2025 2024 2023 Fixed lease costs $ 12,783 $ 13,876 $ 14,344 Variable lease costs 2,299 1,889 1,952 Sublease income ( 76 ) ( 304 ) ( 657 ) Total $ 15,006 $ 15,461 $ 15,639 Supplemental cash flow information related to operating leases is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cash paid for operating lease liabilities, net of lease incentives $ 12,849 $ 12,991 $ 14,259 Right-of-use assets recorded in exchange for lease obligations $ 2,043 $ — $ — The weighted average remaining lease terms and the weighted average discount rates are summarized as follows: December 31, 2025 2024 Weighted average remaining lease term 4.32 years 5.19 years Weighted average discount rate 6.90 % 6.89 % As of December 31, 2025, maturities of the Company’s operating lease liabilities are as follows (in thousands): Year Aggregate Minimum Payments Due 2026 $ 12,755 2027 12,303 2028 11,155 2029 11,042 2030 5,844 Thereafter 442 Total future lease payments 53,541 Less: imputed interest ( 7,526 ) Total operating lease liabilities $ 46,015 NOTE 9— GOODWILL AND INTANGIBLE ASSETS Goodwill 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 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 Table of Contents 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 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 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. The fair value of the Company was calculated through an income approach, in which the Company calculated the fair value based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to assume fair value. The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions, internal projections and operating plans which incorporate estimates for sales growth and future margins. Additional assumptions include forecasted growth rates, estimated discount rates and the probability of success for the Company’s product pipeline candidate products. The assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions. The conclusion of the income approach as of September 30, 2024 resulted in the carrying value of the Company exceeding its fair value by more than the goodwill balance. As a result, the 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. | 2025 Annual Report on Form 10-K | F-22 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Intangible Assets 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 Foreign Currency Adjustments Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives Developed technologies $ 590,000 $ — $ ( 256,213 ) $ 333,787 10 years, 5 months Customer relationships 90 — ( 61 ) 29 10 years Total finite-lived intangible assets, net 590,090 — ( 256,274 ) 333,816 Acquired IPR&D 31,500 2,784 — 34,284 Total intangible assets, net $ 621,590 $ 2,784 $ ( 256,274 ) $ 368,100 December 31, 2024 Gross Carrying Value Foreign Currency Adjustments Accumulated Amortization Intangible Assets, Net Weighted-Average Useful Lives Developed technology $ 590,000 $ — $ ( 198,934 ) $ 391,066 10 years, 5 months Customer relationships 90 — ( 52 ) 38 10 years Total finite-lived intangible assets, net 590,090 — ( 198,986 ) 391,104 Acquired IPR&D 34,866 — — 34,866 Total intangible assets, net $ 624,956 $ — $ ( 198,986 ) $ 425,970 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 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 10— ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): December 31, 2025 2024 Accrued selling, general and administrative expenses $ 17,429 $ 15,622 Accrued research and development expenses 6,129 4,501 Accrued production costs 9,002 8,411 Other accrued operating expenses 12,864 9,301 Compensation and benefits 37,841 28,811 Accrued royalties — 1,451 Accrued interest 782 1,418 Product returns and wholesaler service fees 11,554 10,609 Total $ 95,601 $ 80,124 NOTE 11— DEBT The carrying value of the Company’s outstanding debt is summarized as follows (in thousands): December 31, 2025 2024 Term loan A facility maturing March 2028 (1) $ — $ 104,211 2.125 % Convertible senior notes due May 2029 281,189 279,334 0.750 % Convertible senior notes due August 2025 (2) — 201,776 Revolving Credit Facility (1) 91,000 — Total $ 372,189 $ 585,321 (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 Table of Contents 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. 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, 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): December 31, 2024 Term loan A facility maturing March 2028 $ 105,313 Deferred financing costs ( 821 ) Discount on debt ( 281 ) Total debt, net of debt discount and deferred financing costs $ 104,211 Convertible Senior Notes Due 2029 In May 2024, the Company completed a private placement of $ 287.5 million in aggregate principal amount of its 2.125 % convertible senior notes due 2029, or 2029 Notes, and entered into an indenture with Computershare Corporate Trust, N.A., or 2029 Indenture, with respect to the 2029 Notes. The 2029 Notes accrue interest at a fixed rate of 2.125 % per year, payable semiannually in arrears on May 15 th and November 15 th of each year. The 2029 Notes mature on May 15, 2029. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-25 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The total debt composition of the 2029 Notes was as follows (in thousands): December 31, 2025 2024 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 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. Upon conversion, holders will receive the principal amount of their 2029 Notes and any excess conversion value, calculated based on the per share volume-weighted average price for each of the 50 consecutive trading days during the observation period (as more fully described in the 2029 Indenture). For the principal, the Company will settle in cash per the terms of the 2029 Notes. For any excess conversion value, holders may receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s option. The initial conversion rate for the 2029 Notes is 25.2752 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of $ 39.56 per share of the Company’s common stock. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The initial conversion price of the 2029 Notes represents a premium of approximately 32.5 % to the closing sale price of $ 29.86 per share of the Company’s common stock on the Nasdaq Global Select Market on May 9, 2024, the date that the Company priced the private offering of the 2029 Notes. As of December 31, 2025, the 2029 Notes had a market price of $1,010 per $1,000 principal amount. In the event of conversion, holders would forgo all future interest payments, any unpaid accrued interest and the possibility of further stock price appreciation. Upon the receipt of conversion requests, the settlement of the 2029 Notes will be paid pursuant to the terms of the 2029 Indenture. In the event that all of the 2029 Notes are converted, the Company would be required to repay the $ 287.5 million in principal value in cash, whereas any conversion premium would be required to be repaid in any combination of cash and shares of its common stock (at the Company’s option). Prior to the close of business on the business day immediately preceding November 15, 2028, the 2029 Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130 % of the conversion price on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period (the “measurement period”) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) upon the occurrence of specified corporate events; or (4) upon a Company redemption. On or after November 15, 2028, until the close of business on the second scheduled trading day immediately preceding May 15, 2029, holders of the 2029 Notes may convert all or a portion of their 2029 Notes, at any time. No sinking fund is provided for the 2029 Notes. On or after May 17, 2027 and on or before the 50 th scheduled trading day immediately before the maturity date, the Company may redeem for cash all or part of the 2029 Notes if (i) the 2029 Notes are “freely tradable” (as defined in the 2029 Indenture) and any accrued and unpaid additional interest has been paid as of the date the Company sends the related notice of the redemption and (ii) the last reported sales price of the Company’s common stock exceeds 130 % of the conversion price then in effect for (1) each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related notice of the redemption; and (2) the trading day immediately before the date the Company sends such notice. The redemption price of each 2029 Note to be redeemed will be the principal amount of such 2029 Note, plus accrued and unpaid interest, if any. In addition, calling any 2029 Notes for redemption will constitute a make-whole fundamental change, in which case the conversion rate applicable to those 2029 Notes, if converted in connection with the redemption, will be increased in certain circumstances. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2029 Indenture), subject to a limited exception for certain cash mergers, Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-26 Table of Contents 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. On May 9, 2024, in connection with the pricing of the 2029 Notes, and on May 10, 2024, in connection with the exercise in full by the initial purchasers of the 2029 Notes (the “Initial Purchasers”) of their option to purchase additional 2029 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers of the 2029 Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The Capped Call Transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the number of shares of the Company’s common stock underlying the 2029 Notes. The Capped Call Transactions are expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2029 Notes, as the case may be, upon any conversion of the 2029 Notes, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions will initially be approximately $ 53.75 per share, representing a premium of approximately 80 % over the closing price of $ 29.86 per share of the Company’s common stock on May 9, 2024, and is subject to certain adjustments under the terms of the Capped Call Transactions. The capped call was recorded as a reduction to additional paid-in capital at its cost of $ 26.7 million, partially offset by a $ 6.5 million deferred tax asset. The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the 2029 Notes and will not affect any holder’s rights under the 2029 Notes. Holders of the 2029 Notes will not have any rights with respect to the Capped Call Transactions. 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.) 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 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): December 31, 2024 0.750 % convertible senior notes due August 2025 $ 202,500 Deferred financing costs ( 724 ) Total debt, net of deferred financing costs $ 201,776 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-27 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Convertible Senior Notes Due 2024 Assumed from the Flexion Acquisition Prior to the Flexion Acquisition, in May 2017, Flexion issued an aggregate of $ 201.3 million principal amount of 3.375 % convertible senior notes due May 1, 2024 (the “Flexion 2024 Notes”), pursuant to an indenture between Flexion and Computershare Corporate Trust, N.A. (formerly Wells Fargo Bank, N.A.), as trustee (the “Flexion Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 19, 2021, between Flexion and the Flexion Trustee. Interest was payable semi-annually on May 1 st and November 1 st of each year. Upon the Flexion Acquisition, the principal was assumed and recorded at fair value by the Company. On January 7, 2022, following the expiration of the offer to purchase, the Company accepted the $ 192.6 million aggregate principal amount of Flexion 2024 Notes that were validly tendered (and not validly withdrawn). No Flexion 2024 Notes were converted in connection with the Notice. The remaining principal of $ 8.6 million was repaid at maturity on May 1, 2024. Interest Expense The following table sets forth the total interest expense recognized in the periods presented (dollar amounts in thousands): Year Ended December 31, 2025 2024 2023 Contractual and other interest expense $ 14,598 $ 15,447 $ 20,082 Amortization of debt issuance costs 2,840 3,130 2,996 Amortization of debt discount 157 92 752 Capitalized interest and other (Note 7) ( 149 ) ( 2,100 ) ( 3,524 ) Total $ 17,446 $ 16,569 $ 20,306 Effective interest rate on total debt 3.36 % 2.97 % 3.74 % NOTE 12— FINANCIAL INSTRUMENTS Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in the principal or most advantageous market in an orderly transaction. To increase consistency and comparability in fair value measurements, the FASB established a three-level hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of fair value measurements are: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3: Unobservable inputs that are used when little or no market data is available. 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. | 2025 Annual Report on Form 10-K | F-28 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) At December 31, 2025, the carrying values and fair values of the Company’s financial assets and liabilities were as follows (in thousands): Carrying Value Fair Value Measurements Using Level 1 Level 2 Level 3 Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis: Financial Assets: Equity investments $ 7,750 $ — $ — $ 7,750 Convertible notes receivable $ 2,500 $ — $ — $ 2,500 Financial Liabilities: Acquisition-related contingent consideration $ 18,066 $ — $ — $ 18,066 Financial Liabilities Measured at Amortized Cost: 2.125 % convertible senior notes due 2029 (1) $ 281,189 $ — $ 290,433 $ — 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. Certain assets and liabilities are measured at fair value on a non-recurring basis, including assets and liabilities acquired in a business combination and long-lived assets, which would be recognized at fair value if deemed impaired or if reclassified as assets held for sale. The fair value in these instances would be determined using Level 3 inputs. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Equity and Convertible Note Investments The Company holds strategic investments in clinical and preclinical stage privately-held biotechnology companies in the form of equity and convertible note investments. The following investments have no readily determinable fair value and are recorded at cost minus impairment, if any, plus or minus observable price changes of identical or similar investments (in thousands): Equity Investments Convertible Notes Receivable Total Balance at December 31, 2023 $ 15,877 $ 12,134 $ 28,011 Foreign currency adjustments — ( 236 ) ( 236 ) Balance at December 31, 2024 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 ) Balance at December 31, 2025 $ 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. | 2025 Annual Report on Form 10-K | F-29 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. The Company’s contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period if and until the related contingencies are resolved. The Company has measured the fair value of its contingent consideration using a Monte Carlo simulation. These inputs include, as applicable, estimated forecasts of revenue and costs and the discount rates used to calculate the present value of estimated future payments. Significant changes may increase or decrease the probabilities of achieving the related commercial and regulatory events, shorten or lengthen the time required to achieve such events, or increase or decrease estimated forecasts. In November 2021, the Company completed the Flexion Acquisition, which provided for contingent consideration related to contingent value rights that were issued to Flexion shareholders and certain equity award holders which could aggregate up to a total of $ 372.3 million if certain regulatory and commercial milestones are met. The aggregate amount was initially $ 425.5 million prior to the Company’s September 2022 decision to formally discontinue further development of Flexion’s investigational product candidate, PCRX-301. The Company’s obligation to make milestone payments is limited to those milestones achieved through December 31, 2030, and are to be paid within 60 days of the end of the fiscal quarter of achievement. For the 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 %. The following table includes the key assumptions used in the valuation of the Company’s contingent consideration: Assumption Ranges Utilized as of December 31, 2025 Discount rates 7.3 % to 7.5 % Probability of payment for remaining regulatory milestones 0 % The change in the Company’s contingent consideration recorded at fair value using Level 3 measurements is as follows (in thousands): Contingent Consideration Fair Value Balance at December 31, 2023 $ 24,698 Fair value adjustments and accretion ( 4,457 ) Balance at December 31, 2024 20,241 Fair value adjustments and accretion ( 2,175 ) Balance at December 31, 2025 $ 18,066 Available-for-Sale Investments Short-term investments consist of asset-backed securities collateralized by credit card receivables, investment grade commercial paper and corporate, federal agency, government and Yankee bonds with maturities greater than three months, but less than one year. 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. | 2025 Annual Report on Form 10-K | F-30 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Level 1 input or that of comparable securities. The fair value of U.S. government bonds is based on level 1 trading activity. At the time of purchase, all available-for-sale investments had an “A” or better rating by Standard & Poor’s. The following summarizes the Company’s available-for-sale investments at December 31, 2025 and 2024 (in thousands): December 31, 2025 Investments: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 2) Current: Commercial paper $ 54,971 $ 18 $ ( 13 ) $ 54,976 Corporate bonds 24,881 22 — 24,903 Total $ 79,852 $ 40 $ ( 13 ) $ 79,879 December 31, 2024 Investments: Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Level 2) Current: Asset-backed securities $ 21,626 $ 43 $ — $ 21,669 Commercial paper 142,556 120 ( 55 ) 142,621 Corporate bonds 32,502 25 ( 5 ) 32,522 U.S. federal agency bonds 5,996 8 — 6,004 Yankee bond 5,012 13 — 5,025 Total $ 207,692 $ 209 $ ( 60 ) $ 207,841 At December 31, 2025, there were no investments available for sale that were materially less than their amortized cost. The Company elects to recognize its interest receivable separate from its available-for-sale investments. At 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. Credit Risk 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. Such amounts may exceed federally-insured limits. As of December 31, 2025, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 32 %, 23 % and 17 %. As of December 31, 2024, three wholesalers each accounted for over 10% of the Company’s accounts receivable, at 34 %, 18 % and 16 %. For additional information regarding the Company’s wholesalers, see Note 2 , Summary of Significant Accounting Policies . EXPAREL and ZILRETTA revenues are primarily derived from major wholesalers and specialty distributors that generally have significant cash resources. The Company performs ongoing credit evaluations of its customers as warranted and generally does not require collateral. Allowances for credit losses on the Company’s accounts receivable are maintained based on historical payment patterns, current and estimated future economic conditions, aging of accounts receivable and its write-off history. As of December 31, 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 Common Stock 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 The Company is authorized to issue up to 5,000,000 shares of preferred stock. 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Accumulated Other Comprehensive Income (Loss) The following table illustrates the changes in the balances of the Company’s accumulated other comprehensive income (loss) for the periods presented (in thousands): Net Unrealized Gains (Losses) From Available-For-Sale Investments Unrealized Foreign Currency Translation Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ ( 523 ) $ 143 $ ( 380 ) Net unrealized gain on investments, net of tax (1) 647 — 647 Foreign currency translation adjustments — ( 20 ) ( 20 ) Balance at December 31, 2023 124 123 247 Net unrealized gain on investments, net of tax (1) 66 — 66 Foreign currency translation adjustments — 30 30 Balance at December 31, 2024 190 153 343 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 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. | 2025 Annual Report on Form 10-K | F-32 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 14— STOCK PLANS Stock Incentive Plans The Pacira BioSciences, Inc. 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. 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 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 The Company’s stock option grants have an exercise price equal to the closing price of the Company’s common stock on the date of grant, generally have a 10-year contractual term and vest in increments (typically over four years from the date of grant, although the Company may occasionally grant stock options with different vesting terms, including grants made to its non-employee directors). The Company also grants RSUs to employees generally vesting in equal, annual increments over four years from the date of grant, except for such grants made to non-employees and non-employee directors. The Company uses authorized but unissued shares of its common stock to satisfy its obligations under these plans. Employee Stock Purchase Plan 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. 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. The purpose of the ESPP is to provide a vehicle for eligible employees to purchase shares of the Company’s common stock at a discounted price and to help retain and motivate current employees as well as attract new talent. Under the ESPP, up to 1,000,000 shares of common stock may be sold. The ESPP expires in June 2032. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code, or IRC. The maximum fair market value of stock which can be purchased by a participant in a calendar year is $ 25,000 . Six-month offering periods begin on January 1 st and July 1 st of each year. During an offering period, eligible employees have the opportunity to elect to purchase shares of the Company’s common stock on the purchase dates of June 30 and December 31 (or the last trading day of an offering period). The per share purchase price is equal to 85 % of the fair market value of the Company’s common stock on either the offering date or the purchase date, whichever is lesser. 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 Table of Contents 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: Stock Incentive Plan Awards Reserved For Issuance Awards Issued Awards Available For Grant 2011 Plan 20,231,701 16,579,809 3,651,892 A&R Inducement Plan (1) 2,310,000 2,266,319 43,681 Total 22,541,701 18,846,128 3,695,573 Employee Stock Purchase Plan Shares Reserved For Purchase Shares Purchased Shares Available For Purchase ESPP 1,000,000 848,101 151,899 (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 Compensation expense for stock options and RSUs is based on the estimated grant date fair value of an award recognized over the requisite service period on a straight-line expense attribution method. Compensation expense for ESPP share options is based on the estimated grant date fair value of the ESPP shares and the number of shares that can be purchased as of the grant date, which is recognized as expense on a straight-line expense attribution method over the length of an offering period. The Company recognized stock-based compensation expense in its consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of goods sold $ 6,448 $ 5,331 $ 5,537 Research and development 9,188 7,381 8,694 Selling, general and administrative 41,866 34,857 33,664 Contingent consideration gains, acquisition-related expenses, restructuring and other — 3,602 — Total $ 57,502 $ 51,171 $ 47,895 Stock-based compensation from: Stock options $ 15,511 $ 21,730 $ 24,005 RSUs 40,583 28,656 22,974 ESPP share options 1,408 785 916 Total $ 57,502 $ 51,171 $ 47,895 Related income tax benefit $ 11,913 $ 10,506 $ 10,186 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-34 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2025: Number of Stock Options Weighted Average Exercise Price (Per Share) Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Thousands) Outstanding at December 31, 2024 6,845,618 $ 42.95 5.72 $ 804 Granted 537,787 25.14 Exercised ( 30,530 ) 16.45 $ 271 Forfeited ( 224,311 ) 41.00 Expired ( 754,083 ) 51.35 Outstanding at December 31, 2025 6,374,481 40.65 5.38 $ 3,494 Exercisable at December 31, 2025 4,731,527 $ 44.58 4.32 $ 612 Vested and expected to vest as of December 31, 2025 6,374,481 $ 40.65 5.38 $ 3,494 As of December 31, 2025, $ 19.0 million of total unrecognized compensation cost related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.1 years. The Company’s stock options have a maximum expiration date of ten years from the date of grant. The weighted average fair value of stock options granted for the years ended December 31, 2025, 2024 and 2023 was $ 13.63 , $ 11.77 and $ 15.92 per share, respectively. The fair values of stock options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Year Ended December 31, Black-Scholes Weighted Average Assumption 2025 2024 2023 Expected dividend yield None None None Risk-free interest rate 3.68 % - 4.32 % 3.55 % - 4.58 % 3.05 % - 4.81 % Expected volatility 58.0 % 40.6 % 41.3 % Expected term of options 5.15 years 5.15 years 4.90 years The following table summarizes the Company’s RSU activity and related information for the year ended December 31, 2025: Number of Restricted Stock Units Weighted Average Grant Date Fair Value (Per Share) Aggregate Intrinsic Value (in Thousands) Unvested at December 31, 2024 2,769,728 $ 32.07 $ 52,182 Granted 2,519,321 25.93 Vested ( 836,486 ) 35.33 Forfeited ( 291,866 ) 29.53 Unvested and expected to vest as of December 31, 2025 4,160,697 $ 27.87 $ 107,679 As of December 31, 2025, $ 87.1 million of total unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted average period of 1.5 years. The Company’s RSUs have a maximum vest date of four years from the date of grant. The fair values of RSUs awarded are equal to the closing price of the Company’s common stock on the date of grant. The fair values of the ESPP share options granted were estimated using the Black-Scholes model with the following weighted average assumptions: Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-35 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, Black-Scholes Weighted Average Assumption 2025 2024 2023 ESPP share option fair value $ 6.09 - $ 9.82 $ 8.20 - $ 8.25 $ 10.00 - $ 10.34 Expected dividend yield None None None Risk-free interest rate 3.80 % - 4.24 % 5.26 % - 5.33 % 4.77 % - 5.53 % Expected volatility 89.5 % 40.5 % 35.4 % Expected term of ESPP share options 6 months 6 months 6 months 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 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 Numerator: Net income (loss)—basic $ 7,034 $ ( 99,560 ) $ 41,955 2025 Notes if-converted method adjustment — — 4,114 Adjusted net income (loss)—diluted $ 7,034 $ ( 99,560 ) $ 46,069 Denominator: Weighted average common shares outstanding—basic 44,566 46,245 46,222 Computation of diluted securities: 2025 Notes if-converted method adjustment — — 5,608 Dilutive effect of stock options 32 — 51 Dilutive effect of RSUs 434 — 96 Dilutive effect of ESPP share options 10 — 2 Weighted average common shares outstanding—diluted 45,042 46,245 51,979 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, 2025 2024 2023 Weighted average number of stock options 6,458 7,217 6,251 2025 Notes 1,654 3,843 — Weighted average number of RSUs 1,721 2,139 1,033 Weighted average ESPP share options — 54 20 Total 9,833 13,253 7,304 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-36 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 16— INCOME TAXES Income (loss) before income taxes and the related tax expense is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Income (loss) before income taxes: Domestic $ 19,615 $ ( 65,325 ) $ 66,257 Foreign ( 2,741 ) 2,219 ( 4,556 ) Total income (loss) before income taxes $ 16,874 $ ( 63,106 ) $ 61,701 Current taxes: Federal $ 1,855 $ 9,295 $ 1,686 State 1,495 6,527 2,444 Foreign 13 11 1 Total current taxes $ 3,363 $ 15,833 $ 4,131 Deferred taxes: Federal $ 8,038 $ 18,784 $ 16,790 State ( 1,486 ) 1,837 ( 1,175 ) Foreign ( 75 ) — — Total deferred taxes $ 6,477 $ 20,621 $ 15,615 Total income tax expense $ 9,840 $ 36,454 $ 19,746 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-37 Table of Contents 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 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 U.S. statutory rate applied to income before taxes $ 3,544 21.00 % State and local income taxes, net of federal effect (1) ( 513 ) ( 3.04 ) % 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 % Tax credits: 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 Table of Contents 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, 2024 2023 Amount Tax Rate Amount Tax Rate U.S. statutory rate applied to (loss) income before taxes $ ( 13,252 ) 21.00 % $ 12,957 21.00 % State taxes 7,028 ( 11.14 ) % 1,770 2.87 % Foreign taxes ( 104 ) 0.16 % ( 1,798 ) ( 2.91 ) % Change in valuation allowance ( 589 ) 0.93 % 2,192 3.55 % Executive compensation 2,426 ( 3.84 ) % 3,171 5.14 % Stock-based compensation 9,918 ( 15.72 ) % 4,070 6.60 % Tax credits ( 5,674 ) 8.99 % ( 3,327 ) ( 5.39 ) % Reserves 2,661 ( 4.22 ) % 389 0.63 % Goodwill impairment 34,281 ( 54.32 ) % — — % Non-taxable or nondeductible items: Contingent consideration ( 936 ) 1.48 % ( 719 ) ( 1.17 ) % Nondeductible expenses 564 ( 0.89 ) % 975 1.58 % Other 131 ( 0.20 ) % 66 0.10 % 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. At each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. The Company records a valuation allowance on U.S. capital losses and on foreign net deferred tax balances as it is more-likely-than-not the tax benefits are not realizable. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 120,280 $ 124,536 Federal and state credits 13,995 12,351 Accruals and reserves 15,849 16,114 Stock based compensation 23,652 23,078 Inventory reserves 2,470 2,639 Interest 4,130 5,716 Other 6,332 5,126 Total deferred tax assets 186,708 189,560 Deferred tax liabilities: Depreciation and amortization ( 40,937 ) ( 34,368 ) Total deferred tax liabilities ( 40,937 ) ( 34,368 ) Deferred tax assets, net of deferred tax liabilities 145,771 155,192 Less: valuation allowance ( 26,130 ) ( 24,816 ) 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 Table of Contents 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. See Note 10, Debt, for further discussion of the Capped Call Transactions. The capped call was recorded as a reduction to additional paid-in-capital at its cost of $ 26.7 million. A related deferred tax asset of $ 6.5 million was recorded with an offset to additional paid-in-capital and will be amortized as a current tax deduction over a 60-month period. As of December 31, 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. The Company also had state NOLs and state tax credit carryforwards of $ 495.5 million and $ 8.4 million, respectively, which are subject to change on an annual basis due to variations in the Company’s annual state apportionment factors. The state NOLs will begin to expire in 2028. The Company had non-U.S. NOLs of $ 12.6 million at December 31, 2025, which do not expire. Since the Company had cumulative changes in ownership of more than 50 % within a three-year period, under IRC sections 382 and 383, the Company’s ability to use certain NOLs, tax attributes and credit carryforwards to offset taxable income or tax will be limited. Such ownership changes were triggered by the initial acquisition of the Company’s stock in 2007 as well as cumulative ownership changes arising as a result of the completion of the Company’s initial public offering, other financing transactions and the Flexion Acquisition in 2021. 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: $ 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. These judgments are based on projections of future income—including tax-planning strategies—by individual tax jurisdictions. In each reporting period, the Company assesses the likelihood that its deferred tax assets will be realized and determines if adjustments to its valuation allowance are appropriate. The Company had a net increase in its valuation allowance of $ 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 changes in the Company’s UTBs for the years ended December 31, 2025 and 2024 are summarized as follows (in thousands): Unrecognized Tax Benefit Balance at December 31, 2023 $ 6,711 Additions for prior year positions 1,189 Additions for current year positions 1,472 Balance at December 31, 2024 9,372 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 Table of Contents 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. Of the UTB balance at December 31, 2025, $ 4.6 million was recorded as a reduction to the Company’s deferred tax assets. The remaining $ 6.1 million of the UTB balance at December 31, 2025 was recorded to long-term income taxes payable within other liabilities on the consolidated balance sheet and relates to both the utilization of tax credits and filing positions. Any potential deficiency would not result in a tax liability, therefore, no interest or penalties were recognized in income tax expense for the years ended December 31, 2025, 2024 and 2023 for positions recorded to the Company’s deferred tax assets and long-term income taxes payable. The Company is currently subject to audit by the U.S. Internal Revenue Service, or IRS, for the years 2019 through 2024, and state tax jurisdictions for the years 2018 through 2024. However, the IRS or states may still examine and adjust an NOL arising from a closed year to the extent it is utilized in a year that remains subject to audit. The Company’s previously filed income tax returns are not presently under audit by the IRS. 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 Foreign 60 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 401(k) Salary Savings Plan The Company’s 401(k) Salary Savings Plan, or 401(k) Plan, is a deferred salary arrangement under section 401(k) of the IRC. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings which are eligible for a discretionary percentage match as defined in the 401(k) Plan and determined by the Company’s board of directors (up to the maximum amount permitted by the IRC). The Company recognized $ 6.7 million, $ 5.8 million and $ 4.8 million of related compensation expense for its 401(k) Plan discretionary match for the years ended December 31, 2025, 2024 and 2023, respectively. Deferred Compensation Plan The Company intends that its Deferred Compensation Plan, or DCP, constitute, and be construed and administered as, an unfunded plan of deferred compensation within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the IRC of 1986, as amended, under which eligible participants may elect to defer the receipt of current compensation. Eligible participants include select management and highly compensated employees of the Company, including the Company’s named executive officers. 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. | 2025 Annual Report on Form 10-K | F-41 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. As of December 31, 2025, the carrying value of the assets held in the rabbi trust was $ 7.7 million, of which $ 1.7 million is classified as current. As of December 31, 2024, the carrying value of the assets held in the rabbi trust was $ 7.2 million, of which $ 1.0 million was classified as current. The rabbi trust’s current and noncurrent assets are classified within prepaid expenses and other assets and investments and other assets, respectively, within the consolidated balance sheets. The DCP current and noncurrent liabilities are classified within accrued expenses and other liabilities, respectively, within the consolidated balance sheets. Cash Long-Term Incentive Plan The Company’s cash long-term incentive plan, or LTIP, is focused on pre-determined and objective performance goals during each applicable performance period from January 1 through December 31 of each calendar year. Award amounts ranging from 0 % to 225 % of the target cash award can be earned based on achievement of two equally weighted financial metrics: net revenue and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), with a relative total shareholder return modifier based on the Company’s stock price performance relative to the companies comprising the S&P Pharmaceuticals Select Industry Index. 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, 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. As of December 31, 2025 and 2024, there was $ 4.5 million and $ 1.5 million included in other liabilities in the condensed balance sheets, respectively. At December 31, 2024, $ 3.0 million was included in accrued expenses in the consolidated balance sheets, which was paid to eligible participants in January 2025 for the 2021 performance period after their three-year vesting period concluded. 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, 2025 2024 2023 Contingent consideration gains $ ( 2,175 ) $ ( 4,457 ) $ ( 3,424 ) Restructuring charges 3,674 8,532 1,109 Acquisition-related expenses 2,895 1,462 1,963 Legal settlement 7,000 — — Legal judgment ( 23,148 ) — — Impairment of acquired IPR&D 25,866 — — 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 For the years ended December 31, 2025, 2024 and 2023, the Company recognized contingent consideration gains of $ 2.2 million, $ 4.5 million and $ 3.4 million, respectively, due to a decrease in the fair value of its contingent consideration related to the Flexion Acquisition. 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. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-42 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2025 Restructuring Charges 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 Balance at December 31, 2024 $ — Charges incurred 3,674 Cash payments made / settled ( 3,388 ) Balance at December 31, 2025 $ 286 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. 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, which have been fully paid. 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, 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 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. 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 The Company recognized a loss of $ 2.2 million during the year ended December 31, 2024 associated with exiting a lease for a training facility in Houston, Texas. The loss resulted from the derecognition of the right-of-use asset, its lease liability and a termination payment of $ 1.3 million. NOTE 19— COMMERCIAL PARTNERS AND OTHER AGREEMENTS Thermo Fisher Scientific Pharma Services In April 2014, the Company and Thermo Fisher entered into a Strategic Co-Production Agreement, a Technical Transfer and Service Agreement (the “EXPAREL Technical Transfer and Service Agreement”) and a Manufacturing and Supply Agreement to collaborate in the manufacture of EXPAREL. Under the terms of the EXPAREL Technical Transfer and Service Agreement, Thermo Fisher undertook certain technical transfer activities and construction services needed to prepare its Swindon, U.K. facility for the manufacture of EXPAREL in dedicated manufacturing suites. The Company is now utilizing a second, larger-scale dedicated manufacturing suite. Under these agreements, the Company makes monthly base fee payments to Thermo Fisher. Unless earlier terminated by providing 18 months’ notice (other than termination by the Company in the event of a material breach by Thermo Fisher), this agreement will expire in May 2028. Prior to the Flexion Acquisition, in July 2015, Flexion and Thermo Fisher entered into a Manufacturing and Supply Agreement (the “ZILRETTA Manufacturing and Supply Agreement”) and a Technical Transfer and Service Agreement related to the manufacture of ZILRETTA at the same Thermo Fisher site in Swindon, U.K where the Company’s EXPAREL manufacturing suite is located. Thermo Fisher agreed to undertake certain transfer activities and construction services needed to prepare its facility for the commercial manufacture of ZILRETTA in dedicated manufacturing suites. Flexion provided Thermo Fisher with certain equipment and materials necessary to manufacture ZILRETTA. The Company pays a monthly base fee to Thermo Fisher for the operation of the manufacturing suites and a per product fee for each vial of ZILRETTA based upon a forecast of commercial demand. The Company also reimburses Thermo Fisher for purchases of materials and equipment made on its behalf, certain nominal expenses and additional services. Unless earlier terminated (other than termination by the Company in the event that Thermo Fisher does not meet specified milestones or for a breach by Thermo Fisher), the Company will be obligated to pay for the costs incurred by Thermo Fisher associated with the removal of its manufacturing equipment and for Thermo Fisher’s termination costs up to a specified capped amount. The initial term of the ZILRETTA Manufacturing and Supply Agreement that the Company assumed as part of the Flexion Acquisition expires in October 2027. The ZILRETTA Manufacturing and Supply Agreement will remain in full effect unless and until it expires or is terminated. 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, Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-44 Table of Contents 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. Aratana Therapeutics, Inc. In December 2012, the Company entered into a worldwide license, development and commercialization agreement with Aratana Therapeutics, Inc., a wholly owned subsidiary of Elanco Animal Health, Inc., or Aratana. Under the agreement, the Company granted Aratana an exclusive royalty-bearing license, including the limited right to grant sublicenses, for the development and commercialization of the Company’s bupivacaine liposome injectable suspension product for veterinary use. Under the agreement, Aratana developed and obtained FDA approval for the use of the product in veterinary surgery to manage postsurgical pain. The Company is eligible to receive from Aratana up to an aggregate of $ 40.0 million upon the achievement of commercial milestones. Aratana is required to pay the Company a tiered double-digit royalty on certain net sales made in the U.S. If the product is approved by foreign regulatory agencies for sale outside of the U.S., Aratana will be required to pay the Company a tiered double-digit royalty on such net sales. Royalty rates will be reduced by a certain percentage upon the entry of a generic competitor for animal health indications into certain jurisdictions or if Aratana must pay royalties to third parties under certain circumstances. Unless terminated earlier pursuant to its terms, the license agreement is effective until July 2033, after which Aratana has the option to extend the agreement for an additional five-year term, subject to certain requirements. 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. 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. LG Chem 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 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-45 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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 Legal Proceedings From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including those related to its patents and intellectual property, product liability and government investigations. Except as described below, the Company is not presently a party to any legal proceedings that it believes to be material, and is not aware of any pending or threatened litigation against the Company which it believes could have a material adverse effect on its business, operating results, financial condition or cash flows. The Company is not in a position to assess the likelihood of any potential losses or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from the following actions at this time. MyoScience Milestone Litigation In August 2020, the Company and its subsidiary, Pacira CryoTech, Inc. (“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 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. A trial was conducted in September 2023. In January 2025, the Court issued its decision, finding that the disputed milestones were not met and therefore granted judgment to the Company in full. In March 2025, the Company filed a motion to recover 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, 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. patents. 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. Patent No. 11,033,495 (the ‘495 patent) (21-cv-19829), U.S. Patent No. 11,179,336 (the ‘336 patent) (22-cv-00718), U.S. Patent No. 11,426,348 (the ‘348 patent) (23-cv-02367), U.S. Patent Nos. 11,819,574 (the ‘574 patent) and 11,819,575 (the ‘575 patent) (24-cv-06294), and U.S. Patent No. 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. Patent No. 12,156,940 (the ‘940 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 Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-46 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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. Patent No. 11,033,495 (the ‘495 patent), U.S. Patent Nos. 11,819,574 (the ‘574 patent) U.S. Patent No. 12,144,890 (the ‘890 patent), U.S. Patent No. 12,151,024 (the ‘024 Patent), U.S. Patent No. 12,156,940 (the ‘940 patent), U.S. Patent No. 12,251,468 (the ‘468 Patent), U.S. Patent No. 12,296,047 (the ’047 Patent), U.S. Patent No. 12,318,483 (the ‘483 Patent), and U.S. Patent No. 12,370,142 (the ‘142 Patent). 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 On October 3, 2024, Argentum Pharmaceuticals LLC, or Argentum, filed a Request for Ex Parte Reexamination of the ‘495 patent. Specifically, Argentum alleged that claims 1, 7 and 8 of the ‘495 patent are obvious and cite to U.S. Patent No. 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 On January 13, 2025, Leandro Alvarez filed a putative class action on behalf of Company shareholders between August 2, 2023 and August 8, 2024 against the Company and certain of its officers, in the District Court of New Jersey (25-cv-322). The complaint alleges that the Company made materially false and misleading statements and/or concealed material adverse facts concerning EXPAREL patents. The 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. Research Development Foundation Pursuant to an agreement with the Research Development Foundation, or RDF, the Company was required to pay RDF a low single-digit royalty on the collection of revenues from certain products for as long as certain patents assigned to the Company under the agreement remain valid. RDF has the right to terminate the agreement for an uncured material breach by Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-47 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) the Company, in connection with its bankruptcy or insolvency or if it directly or indirectly opposes or disputes the validity of the assigned patent rights. The Company’s ‘495 patent was issued on June 15, 2021. 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 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 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 $ 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. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-48 Table of Contents PACIRA BIOSCIENCES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Termination of License Agreement Prior to the Flexion Acquisition, in March 2020, Flexion entered into an exclusive license agreement with Hong Kong Tainuo Pharma Ltd., or HK Tainuo, and Jiangsu Tainuo Pharmaceutical Co. Ltd., a subsidiary of China Shijiazhuang Pharmaceutical Co, Ltd., for the development and commercialization of ZILRETTA in Greater China (consisting of mainland China, Hong Kong, Macau and Taiwan). Under the terms of the agreement, HK Tainuo paid Flexion an upfront payment of $ 10.0 million during the year ended December 31, 2020 which was recorded as deferred revenue as of December 31, 2021. The Company was also eligible to receive up to $ 32.5 million in aggregate development, regulatory and commercial sales milestone payments under the exclusive license agreement. HK Tainuo was responsible for the clinical development, product registration and commercialization of ZILRETTA in Greater China. The Company was solely responsible for the manufacture and supply of ZILRETTA to HK Tainuo for all clinical and commercial activities. The terms related to product manufacturing and supply, including pricing and minimum purchase requirements agreed to in the license agreement, were to be covered by a separate supply agreement which was never finalized. In July 2022, the Company submitted notice to HK Tainuo of its intent to pursue termination of the license agreement. The $ 13.0 million related to the termination of the license agreement was paid in January 2023. Pediatric Trial Commitments The FDA, as a condition of EXPAREL approval, has required the Company to study EXPAREL for infiltration and as a brachial plexus block in pediatric patients. 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 European Union, or E.U. Despite the U.K.’s withdrawal from the E.U., the agreed pediatric plan is applicable in the U.K. 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. 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 Refer to Note 12 , Financial Instruments , for information on potential contingent milestone payments related to the Flexion Acquisition. PCRX-201 PCRX-201 (enekinragene inzadenovec) is a novel, locally administered gene therapy vector platform product candidate that boosts cellular production of the anti-inflammatory protein interleukin-1 receptor antagonist (IL-1Ra) for treating OA pain in the knee, was added to the Company’s portfolio as part of the Flexion Acquisition in November 2021. Prior to the Flexion Acquisition, in 2017, Flexion entered into an agreement with GQ Bio to acquire the global rights to PCRX-201, a gene therapy product candidate. As part of the agreement, up to an aggregate of $ 56.0 million of payments could have become due upon the achievement of certain development and regulatory milestones, including up to $ 4.5 million through initiation of a Phase 2 clinical trial and up to an additional $ 51.5 million in development and global regulatory approval milestone payments. In February 2025, Pacira Therapeutics, Inc., a wholly-owned subsidiary of the Company, completed the GQ Bio Acquisition and acquired the remaining 81 % of GQ Bio that was not already owned by the Company. For more information on the GQ Bio Acquisition, see Note 4, GQ Bio Therapeutics Acquisition . As of the date hereof, GQ Bio is a wholly-owned subsidiary of the Company. Also in 2017, in an agreement between The Baylor College of Medicine, or BCM, and GQ Bio, the Company (through the Flexion Acquisition) became the direct licensee of certain underlying BCM patents and other proprietary rights related to PCRX-201. The license agreement grants the Company an exclusive, royalty-bearing, world-wide right and license under its patent and other proprietary rights directly related to PCRX-201. The license agreement with BCM includes a low single-digit royalty on net product sales of PCRX-201. Milestone payments range from $ 0.1 million up to $ 0.6 million based on the completion of a Phase 1 FDA trial up to a Phase 3 clinical trial. Pacira BioSciences, Inc. | 2025 Annual Report on Form 10-K | F-49 Table of Contents PACIRA BIOSCIENCES, INC. 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 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. Accordingly, the Company views its business as one operating segment and one reportable segment to evaluate its performance, allocate resources, set operational targets and forecast its future financial results. The key measure of the Company is GAAP net income. The CODM uses this measure to evaluate its performance, allocate resources, set operational targets and forecast its future financial results. There are significant expense categories and amounts that are regularly provided to the CODM. These expense categories differ from what is disclosed in the Company’s financial results. The table below reconciles the significant expense categories provided to the CODM to the Company’s expenses as disclosed under GAAP (in thousands): Year Ended December 31, 2025 2024 2023 Revenues $ 726,411 $ 700,966 $ 674,978 Less: 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 — — Other (2) 16,510 9,399 8,224 Total operating expenses 707,220 774,337 587,303 Adjusted other income (expense) ( 1,334 ) 2,747 ( 9,048 ) (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. ( 8 %). 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. | 2025 Annual Report on Form 10-K | F-50