COLLEGIUM PHARMACEUTICAL, INC
For the period ended May 14, 2026. Filed Apr 7, 2026.
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May 14, 2026 · Filed Apr 7, 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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | 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):
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
|---|
2025 AT A GLANCE
| $780.6M | $386.7M | $25M |
|---|---|---|
| Record Revenue | Cash & Marketable Securities Balance as of Year-End 2025 | 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 a rapidly growing neuropsychiatry business driven by Jornay PM®, a differentiated treatment for ADHD. 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
| UpholdIntegrity | EmbraceDifferences | EncourageExpression | BeAccountable |
| We maintainuncompromisingintegrity in everythingwe say and do. | We embrace differencesas they make our ideasricher and serve ourpatients better. | We encourage everyoneto think big, pushourselves and make ourvoices heard. | We are accountable toeach other, ourcustomers and ourcommunity. |
Dear Collegium Shareholders,
2025 was a transformational year for Collegium Pharmaceutical. We delivered on our key business and financial objectives, including driving significant growth for Jornay PM®, maximizing the durability of our pain portfolio, executing on our capital deployment strategy, generating robust operating cash flows, and achieving record financial results. 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.
2025 marked our first full year of owning Jornay PM®, and we delivered exceptional performance. Jornay PM® generated $148.9 million in net revenue, representing 48% growth year-over-year compared to pro forma 2024 revenue, and prescriptions increased 20% year-over-year. Prescriber adoption reached an all-time high, reinforcing Jornay PM®’s differentiated profile and its growing importance as our lead growth driver. Our expansion into neuropsychiatry has strengthened and diversified our portfolio, and represents an important step in broadening Collegium’s presence in high-value specialty markets. We expect continued momentum in 2026 as we build on the commercial investments made throughout the year and further expand prescriber awareness of Jornay PM®’s differentiated profile.
At the same time, our pain portfolio continued to demonstrate durability and strong execution. In 2025, our pain medicines generated $631.7 million in net revenues, up 6% year-over-year, with each of our core brands contributing to growth. The Nucynta® franchise grew 11% year-over-year, Belbuca® grew 5%, and Xtampza® ER grew 4% . The continued performance of our pain portfolio reinforces our belief in the durability of these assets and their ability to generate strong, predictable cash flows that support continued investment in growth opportunities across the business.
Our strong financial performance enabled us to further strengthen our balance sheet and execute on our disciplined capital deployment strategy. In 2025, we generated $329.3 million in operating cash flow and ended the year with $386.7 million in cash, cash equivalents, and marketable securities. In December 2025, we successfully closed an $980 million syndicated credit facility, which significantly improves our debt terms, reduces our interest rate, and provides additional flexibility to fund future business development opportunities that can further strengthen and diversify our portfolio over time. Additionally, we returned $25 million to shareholders through share repurchases during the year, underscoring our commitment to balanced and disciplined capital allocation.
2025 was also a year of important leadership evolution. We announced updates to our Board of Directors, including the appointment of Gino Santini as Chairman and the additions of Nancy Lurker and Dr. Carlos Paya to our Board. We further strengthened our executive leadership team with the appointments of David Dieter as Executive Vice President, General Counsel; Jane Gonnerman as Executive Vice President, Strategy and Corporate Development; and Dean J. Patras as Chief People Officer. These leaders bring deep industry expertise and will play a critical role as we advance into our next phase of growth.
Our progress in 2025 reflects the disciplined execution of our team and the culture of accountability and integrity that defines Collegium. 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 strength of our 2025 performance and the execution of our strategic priorities position us for continued momentum in 2026 and beyond. Looking ahead, we are focused on driving significant growth for Jornay PM®, maximizing the durability of our pain portfolio, and strategically deploying capital through business development, debt management, and opportunistic share repurchases. Our objective is clear: to continue building a diversified portfolio of differentiated medicines while maintaining the disciplined financial approach that has defined Collegium’s success. 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 l Stoughton, MA 02072 l collegiumpharma.coml (781) 713-3699
100 Technology Center Drive, Suite 300
Stoughton, MA 02072
Notice of 2026 Annual Meeting of Shareholders of Collegium Pharmaceutical, Inc.
| When | Record Date |
| Thursday, May 14, 20268:30 a.m. Eastern Time | Only shareholders of record at the close of business on March 31, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment thereof. |
| Where | |
| www.meetnow.global/MNM974A |
| Item of Business | BoardRecommendation | |
|---|---|---|
| 1To elect eight director nominees, each to serve for a one-year term extending until our 2027 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 ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR | |
| 4To 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. | ||||
| Internet | Telephone | At the Annual Meeting | ||
| RegisteredHolders | www.envisionreports.com/COLL | Within theUnited Statesand Canada,1-800-652-8683(toll-free) | Return a properly executed proxy card | Attend the Annual Meeting and vote online using your control number |
|---|---|---|---|---|
| Beneficial Owners (Holders in street name) | www.envisionreports.com/COLL | Not applicable | Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available | To attend the Annual Meeting, you will need to contact your broker, bank or other nominee to obtain your control number |
| Deadline | 11:59 p.m. Eastern Time on May 13, 2026, 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/MNM974A, 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
April 7, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2026
This proxy statement and the proxy card are being mailed to shareholders on or about April 13, 2026. This proxy statement and our annual report to shareholders are available at:www.envisionreports.com/COLL
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.