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COLLEGIUM PHARMACEUTICAL, INC

For the period ended May 15, 2025. Filed Mar 28, 2025.

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May 15, 2025 · Filed Mar 28, 2025

COLL$24.21-3.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

COLLEGIUM PHARMACEUTICAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

2024 AT A GLANCE

$631.4M$162.8M$60M
Record RevenueCash & Marketable Securities Balance as of Year-End 2024​Returned to Shareholders Under Share Repurchase Program

Healthier people. Stronger communities.

Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and recently acquired Jornay PM, a treatment for ADHD, establishing a presence in neuropsychiatry. Collegium’s strategy includes growing its commercial portfolio, with Jornay PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com. The information contained in, or that can be accessed through, our website is not part of this proxy statement.

Our Core Values

Dear Collegium Shareholders,

2024 was a transformational year for Collegium Pharmaceutical. We delivered on our key business and financial objectives, including expanding our product portfolio, executing on our capital deployment strategy, generating operating cash flows, and delivering strong financial results, which led to achieving record net product revenue. We are proud of these accomplishments, which advance our mission of building a leading, diversified biopharmaceutical company committed to helping improve the lives of people living with serious medical conditions.

In September 2024, we closed the acquisition of Ironshore Therapeutics, Inc. (“Ironshore”), which included Jornay PM for the treatment of attention deficit hyperactivity disorder (“ADHD”). This acquisition has established our presence in neuropsychiatry and provides an initial step towards diversifying our business beyond the chronic pain market. Jornay PM is now poised to become our lead growth driver in 2025 and beyond. In connection with the acquisition of Ironshore, we secured $646.0 million financing from funds managed by Pharmakon Advisors, LP (“Pharmakon”). The new five-year term loan was used to repay our prior term loan, reducing our interest rate by 300 basis points, and the remaining $325.0 million, along with our cash on-hand was used to fund the all-cash acquisition.

In June 2024, we redeemed the remaining $26.4 million aggregate principal amount of our 2.625% convertible senior notes due in 2026. During 2024, we also repurchased $60.0 million of Collegium shares at a weighted-average price of $31.88 per share. To date, we have returned $197.0 million in capital to shareholders at an average price per share of $24.00.

2024 was also marked by important, positive developments within our pain franchise. We secured a six-month extension of U.S. pediatric exclusivity for the Nucynta® IR and Nucynta® ER (the “Nucynta products”), extending the market exclusivity to January 3, 2027 for Nucynta IR, and December 27, 2025 for Nucynta ER. These extensions enhance the value of the Nucynta franchise and bolsters our near-term outlook. And importantly, our portfolio of pain medicines achieved record-setting sales in 2024. For the first time, annual net sales for Belbuca® exceeded $200.0 million while net sales of Xtampza® ER grew to over $190.0 million, also representing its strongest year.

More recently, in early 2025, we strengthened our Board of Directors and Executive Leadership team with the addition of accomplished industry leaders who will play a critical role as we further advance our business. Beyond achieving our business objectives, Collegium employees continued to make a positive impact in the community by driving meaningful change through our commitment to “Do Good as We Do Well.” Everything we do at Collegium is guided by our dedication to serving as responsible corporate citizens and holding ourselves accountable to the highest ethical standards. Reflecting this unwavering commitment to integrity, accountability and responsibility in all aspects of our business, we recently issued our third annual Environmental, Social and Governance report highlighting our commitment to community service, shaping the next generation of life science leaders, and reducing our environmental impact through sustainability efforts.

This is an exciting time for Collegium. The achievement of our financial commitments and the execution of our strategic priorities in 2024 position us for a new phase of growth in 2025 and beyond. Looking ahead, we are focused on driving accelerated growth for Jornay PM, maximizing our pain portfolio, and strategically deploying capital to expand our portfolio, as we did with the Ironshore acquisition, as well as opportunistically leveraging our share repurchase program and rapidly paying down debt to strengthen our financial position. Accomplishing these objectives will create long-term value for our shareholders and ensure the sustainability of our business and the health of our broader communities.

Thank you for your investment and confidence in Collegium.

Sincerely,

Vikram Karnani

President and Chief Executive Officer

100 Technology Center Drive, Suite 300· Stoughton, MA 02072· collegiumpharma.com· (781) 713-3699

100 Technology Center Drive, Suite 300

Stoughton, MA 02072​

​

Notice of 2025 Annual Meeting of Shareholders of Collegium Pharmaceutical, Inc.

When​Record Date
​Thursday, May 15, 20258:30 a.m. Eastern Time​​Only shareholders of record at the close of business on March 25, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment thereof.
Where
​www.meetnow.global/MZQSZJF​​
​​​​​
Item of Business​BoardRecommendation
1To elect eight director nominees, each to serve for a one-year term extending until our 2026 Annual Meeting of Shareholders and their successors are duly elected and qualified​FOR each nominee
2To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement​FOR
3To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers​FOR “One Year”
4To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025​FOR
5To approve the Collegium Pharmaceutical, Inc. 2025 Equity Incentive Plan​FOR
6To transact any other business properly brought before the Annual Meeting​​​
​​​​​
How to Vote
​YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with your control number and follow the instructions.
​
​InternetTelephoneMailAt the Annual Meeting
RegisteredHolderswww.envisionreports.com/COLLWithin theUnited Statesand Canada,1-800-652-8683(toll-free)Return a properly executed proxy cardAttend the Annual Meeting and vote online using your control number
Beneficial Owners (Holders in street name)www.envisionreports.com/COLLNot applicableReturn a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes availableTo attend the Annual Meeting, you will need to contact your broker, bank or other nominee to obtain your control number
Deadline11:59 p.m. Eastern Time on May 14, 2025, if you are a registered holder. If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee.

You can find more information, including with respect to each proposal, in the attached proxy statement. This year’s Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.meetnow.global/MZQSZJF, where you will be able to listen to the Annual Meeting live, submit questions, and vote. The list of shareholders entitled to vote at the Annual Meeting will be available for examination at the Annual Meeting by shareholders for any purpose germane to the Annual Meeting, or upon request, 10 days prior to the Annual Meeting at our principal executive office, 100 Technology Center Drive, Suite 300, Stoughton, MA 02072. Please read the enclosed information carefully before submitting your proxy.

​​
​By Order of the Board of Directors,
​​
​​
​/s/ DAVID DIETER
​David Dieter
​Executive Vice President, General Counsel and Corporate Secretary

Stoughton, Massachusetts

March 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2025

Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 2, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on March 25, 2025, the record date for the Annual Meeting. Copies of this proxy statement, the form of proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) are available without charge at www.envisionreports.com/COLL, by telephone at 1-866-641-4276, or by notifying our Corporate Secretary, in writing, at Collegium Pharmaceutical, Inc., 100 Technology Center Drive, Suite 300, Stoughton, MA 02072.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “forecasts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this proxy statement include, among others, statements relating to our business plans, objectives and expected operating results. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company’s current expectations, including risks described under the heading “Risk Factors” in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking statements that we make in this proxy statement speak only as of the date hereof. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

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