COLLEGIUM PHARMACEUTICAL, INC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except share and per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in thousands, except share and per share amounts)

1. Nature of Business

Collegium Pharmaceutical, Inc. (the “Company” or “Collegium”) was incorporated in Delaware in April 2002 and then reincorporated in Virginia in July 2014. The Company has its principal operations in Stoughton, Massachusetts. The Company is a leading biopharmaceutical company focused on improving the lives of people living with serious and often misunderstood conditions. The Company’s product portfolio includes Jornay PM, Azstarys, Belbuca, Xtampza ER, Nucynta ER, Nucynta IR, Nucynta ER Authorized Generic (“AG”), and Nucynta IR AG (collectively the “Nucynta Products”), and Symproic.

The Company’s operations are subject to certain risks and uncertainties. The principal risks include inability to continue successfully commercializing products, changing market and pricing conditions for products and development of competing products (including generic and authorized generic products), changing regulatory environment and reimbursement landscape, product-related litigation, manufacture of adequate commercial inventory, inability to secure adequate supplies of active pharmaceutical ingredients, key personnel retention, protection of intellectual property, and patent infringement litigation.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of Collegium Pharmaceutical, Inc. (a Virginia corporation) and its subsidiaries. The Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements.

In the opinion of the Company’s management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to fairly present the financial position of the Company as of September 30, 2026, the results of operations for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year.

The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, costs and expenses and the disclosure of contingent assets and liabilities in the Company’s Condensed Consolidated Financial Statements and accompanying notes. Estimates in the Company’s Condensed Consolidated Financial Statements include revenue recognition, including the estimates of product returns, discounts and allowances related to commercial sales of products, estimates related to the fair value of assets acquired and liabilities assumed in business combinations, including acquired intangible assets and the fair value of inventory acquired, estimates of the fair value of contingent consideration related to business combinations, estimates utilized in the ongoing valuation of inventory related to potential unsaleable product, estimates of useful lives with respect to intangible assets, accounting for stock-based compensation, contingencies, impairment of goodwill and intangible assets, future payments under the deferred royalty obligation, and deferred tax valuation allowances. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. The Company’s actual results may differ from these estimates under different assumptions or conditions. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s most recently filed annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”).

There were no significant changes in the Company’s significant accounting policies from those described in the Company’s Annual Report.

Recently Adopted Accounting Pronouncements

New accounting pronouncements are issued periodically by the Financial Accounting Standards Board (“FASB”) and are adopted by the Company as required by the specified effective dates.

In January 2026, the Company adopted ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements during the nine months ended September 30, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure of specified information about certain costs and expenses. This update is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the effect of adopting this guidance on its consolidated financial statements.

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the consolidated financial statements upon future adoption.

3. Revenue from Contracts with Customers

The Company’s revenue to date is from sales of the Company’s products, which are primarily sold to wholesalers and other distribution partners (collectively, “customers”), which in turn distribute the products to pharmacies or other outlets for the treatment of patients.

Revenue Recognition

The Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements with a customer, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the assets isone year or less.

Performance Obligations

The Company determined that performance obligations are satisfied, and revenue is recognized, when a customer takes control of the Company’s product, which occurs at a point in time. This generally occurs upon delivery of the products to customers, at which point the Company recognizes revenue and records accounts receivable. Payment is typically received 30 to 90 days after satisfaction of the Company’s performance obligations.

Transaction Price and Variable Consideration

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). The transaction price for product sales includes variable consideration related to sales deductions, including: (i) rebates and incentives, including managed care rebates, government rebates, co-pay program incentives, and sales incentives and allowances; (ii) product returns, including return estimates; and (iii) trade allowances and chargebacks, including fees for distribution services, prompt pay discounts, and chargebacks. The Company will estimate the amount of variable consideration that should be included in the transaction price under the expected value method for all sales deductions other than trade allowances, which are estimated under the most likely amount method. These provisions reflect the expected amount of consideration to which the Company is entitled based on the terms of the contract. In addition, the Company made a policy election to exclude from the measurement of the transaction price all taxes that are assessed by a governmental authority that are imposed on revenue-producing transactions.

The Company bases its estimates of variable consideration, which could include estimates of future rebates, returns, and other adjustments, on historical data and other information. Estimates include: (i) timing of the rebates and returns incurred; (ii) pricing adjustments related to rebates and returns; and (iii) the quantity of product that will be rebated or returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period.

Rebates and Incentives

Provisions for rebates and incentives are based on the estimated amount of rebates and incentives to be claimed on the related sales. As the Company’s rebates and incentives are based on products dispensed to patients, the Company is required to estimate the expected value of claims at the time of product delivery to customers. Given that customers distribute the product directly or indirectly to pharmacies, which in turn dispense the product to patients, claims can be submitted significantly after the related sales are recognized. The Company’s estimates of these claims are based on the historical experience of existing or similar programs, including current contractual and statutory requirements, specific known market events and trends, industry data, and estimated distribution channel inventory levels. Accruals and related reserves required for rebates and incentives are adjusted as new information becomes available, including actual claims. If actual results vary, the Company may need to adjust future estimates, which could have an effect on earnings in the period of the adjustment.

Product Returns

Provisions for product returns are based on product-level returns rates, including processed as well as unprocessed return claims, in addition to relevant market events and other factors. Estimates of the future product returns are made at the time of revenue recognition to determine the amount of consideration to which the Company expects to be entitled (that is, excluding the products expected to be returned). At the end of each reporting period, the Company analyzes trends in returns rates and updates its assessment of variable consideration. To the extent the Company receives amounts in excess of what it expects to be entitled to receive due to a product return, the Company does not recognize revenue when it transfers products to customers but instead recognizes those excess amounts received as a refund liability. The Company updates the measurement of the refund liability at the end of each reporting period for changes in expectations about the amount of refunds with the corresponding adjustments recognized as revenue (or reductions of revenue).

The Company provides the right of return to its customers for an 18-month window beginningsix months prior to expiration and up until twelve months after expiration. The Company’s customers short-pay an existing invoice upon notice of a product return claim. Adjustments to the preliminary short-paid claims are processed when the return claim is validated and finalized. The Company’s return policy requires that product is returned and that the return is claimed within the 18-month window.

Trade Allowances and Chargebacks

Provisions for trade allowances and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual trade allowances and chargebacks processed relating to sales recognized.

At the end of each reporting period, the Company updates the estimated transaction price (including updating its assessment of whether an estimate of variable consideration is constrained). Variable consideration, including the risk of customer concessions, is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved.

Significant Judgments

Significant judgment is required to determine the variable consideration included in the transaction price as described above. Adjustments to the estimated variable consideration included in the transaction price occur when new information indicates that the estimate should be revised. If the value of accepted and processed claims is different than the amount estimated and included in variable consideration, then adjustments would impact product revenues, net and earnings in the period such revisions become known. The amount of variable consideration ultimately received and included in the transaction price may materially differ from the Company’s estimates, resulting in additional adjustments recorded to increase or decrease product revenues, net.

Provision and Allowance Activity

The following tables summarize activity in each of the Company’s product revenue provision and allowance categories for the nine months ended September 30, 2026 and 2025:

(1)Provisions for rebates and incentives include managed care rebates, government rebates and co-pay program incentives. Provisions for rebates and incentives are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets.

(2)Provisions for product returns are deducted from gross revenues at the time revenues are recognized and are included in accrued rebates, returns and discounts in the Company’s Condensed Consolidated Balance Sheets.

(3)Provisions for trade allowances and chargebacks include distribution service fees, prompt pay discounts, and chargebacks. Trade allowances and chargebacks are deducted from gross revenue at the time revenues are recognized and are recorded as a reduction to accounts receivable in the Company’s Condensed Consolidated Balance Sheets.

Disaggregation of Revenue

The Company discloses disaggregated revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. When selecting the type of category to use to disaggregate revenue, the Company considers how information about the Company’s revenue has been presented for other purposes as well as what information is regularly reviewed and used for evaluating financial performance. As such, the Company disaggregates its product revenues, net from contracts with customers by product, as disclosed in the table below.

Contract Liabilities

The Company’s contract liabilities, or deferred revenue, primarily relate to contracts where the Company has received payment, but it has not yet satisfied or fully satisfied the related performance obligations. Upfront payments and fees are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company satisfies its obligations under these arrangements.

One of the Company’s contract liabilities relates to a contract with Knight Therapeutics, Inc. (“Knight”), which was entered into by Ironshore and Knight in May 2024 and was assumed as part of the Ironshore Acquisition (refer to Note 4, Acquisitions). The contract provides Knight the right to sell Jornay PM in Canada and certain countries in Latin America, subject to regulatory approval. The contract provides for a nonrefundable upfront payment of $10,000, sales milestones, royalties on net revenue, and reimbursement for certain manufacturing expenses. The Company identified one combined performance obligation in the contract related primarily to the sale of products. The upfront payment will be recognized as revenue as product sales are made over the term of the contract. Product shipments commenced during the three months ended September 30, 2025, however, revenue recognized was immaterial. During the three and nine months ended September 30, 2026, the Company recognized $167 and $500 of revenues respectively, which was previously included in the deferred revenue balance at the beginning of the period.

The Company’s other contract liability relates to amounts invoiced under the Qilu Supply Agreement (refer to Note 5, License Agreements) before the product is transferred. As of September 30, 2026, the contract liability under the Qilu Supply Agreement was $1,116, which is classified as current and is expected to be recognized as revenue in the fourth quarter of 2026 when the product is delivered.

Contract liabilities totaled $10,393 and $9,778 as of September 30, 2026 and December 31, 2025, respectively, of which $1,782 and $667 were classified as current.

4. Acquisitions

Azstarys Acquisition

On March 19, 2026, the Company entered into an Equity Purchase Agreement (the “Azstarys Purchase Agreement”) with Corium Therapeutics Holdings, LLC, a Delaware limited liability company (“Commave Seller”) and Corium, LLC, a Delaware limited liability company (“Corium Seller,” and together with the Commave Seller, the “Seller Parties”). On May 12, 2026 (the “Closing” or the “Azstarys Acquisition Date”), pursuant to the Azstarys Purchase Agreement, the Company acquired (i) all of the issued and outstanding limited liability interests of GPC Commave Holding, LLC, a Delaware limited liability company (“Commave”) from Commave Seller, and (ii) all of the issued and outstanding limited liability interests of Commave Sub, LLC, a Delaware limited liability company from Corium Seller (the “Azstarys Acquisition”). Upon the Closing of the Azstarys Acquisition, the Company acquired Azstarys, a central nervous system stimulant prescription medicine used for the treatment of attention deficit hyperactivity disorder (“ADHD”), in people six years of age and older, expanding the Company’s commercial presence in neuropsychiatry via the ADHD market.

The aggregate consideration paid by the Company at the Closing pursuant to the Azstarys Purchase Agreement was approximately $655,600 in cash (subject to customary purchase price adjustments under the Azstarys Purchase Agreement), which was funded by approximately $355,600 of the Company’s existing cash on hand and $300,000 from a delayed draw term loan which is part of the syndicated credit facility announced by the Company in December 2025. The Company may also pay Commave Seller up to $135,000 in additional consideration if Azstarys achieves certain future commercial and manufacturing milestones. The acquisition-date fair value of the contingent consideration associated with these milestones was $38,525 and was measured using a discounted cash flow method for technical milestones and a Monte Carlo simulation for net sales-based milestones. The Company classifies its contingent consideration liability as a Level 3 fair value measurement based on the significant unobservable inputs used to estimate fair value. Refer to Note 7, Fair Value of Financial Instruments for further information.

The Company deposited $42,000 into escrow at closing related to indemnification, product returns and net sales matters. Subject to the terms of the Azstarys Purchase Agreement, the applicable escrow amounts are scheduled to be released 18 months after the Azstarys Acquisition Date, on December 31, 2028 and 75 days after closing, respectively.

As of September 30, 2026, the post-closing net working capital adjustment under the Azstarys Purchase Agreement had been finalized, which reduced other purchase consideration payable by $2,160, and the remaining $9,994 of other purchase consideration payable was paid in September 2026.

The fair value of the total consideration was approximately $704,093 consisting of the following (in thousands):

The Company has accounted for the Azstarys Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Azstarys Acquisition Date.

The preliminary purchase price allocation is based on estimates, assumptions, valuations and other studies which have not yet been finalized. The Company is finalizing its valuation of intangible assets, tangible assets, liabilities and tax analyses, and anticipates finalizing the valuation of assets acquired and liabilities assumed as the information necessary to complete the analysis is obtained, but no later than one year after the Azstarys Acquisition Date.

During the three months ended September 30, 2026, the Company recorded measurement period adjustments to the preliminary purchase price allocation based on information obtained about facts and circumstances that existed as of the Azstarys Acquisition Date. The adjustments decreased net assets acquired by $5,868, primarily due to an $8,587 decrease in inventory and a $1,842 decrease in the indemnification asset recorded in other noncurrent assets, partially offset by a $5,277 decrease in accrued rebates, returns and discounts. Together with the $2,160 reduction in purchase consideration described above, the adjustments increased goodwill by $3,708.

The following table sets forth the preliminary allocation of the Azstarys Acquisition purchase price to the estimated fair value of the net assets acquired at the Azstarys Acquisition Date (in thousands):

The valuation of the acquired intangible assets relies on significant unobservable inputs. The Company used an income approach to value the acquired intangible asset at $635,000. The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate. The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 11.6 years (refer to Note 10, Goodwill and Intangible Assets). The acquired inventory was recorded at fair value, which includes an adjustment of $31,720 to increase the amount of inventory from its historic cost to fair value.

The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.

Total revenues attributable to Azstarys from the Azstarys Acquisition Date through September 30, 2026 were $39,433. Earnings attributable to Azstarys from the Azstarys Acquisition Date through September 30, 2026, however, are not distinguishable due to the rapid integration of Azstarys’ core operations into the Company.

Unaudited Pro Forma Summary of Operations

The following table shows the unaudited pro forma summary of operations for the three and nine months ended September 30, 2026 and 2025, as if the Azstarys Acquisition had occurred on January 1, 2025. The unaudited pro forma information is presented for informational purposes only and does not purport to represent what the Company’s actual results would have been had the acquisition occurred on January 1, 2025, nor is it indicative of future operating results (in thousands):

The unaudited pro forma financial information was prepared using the acquisition method of accounting and is based on the historical financial information of the Company and the Seller Parties, adjusted to reflect the acquisition of Azstarys only. The pro forma financial information primarily reflects:

•the exclusion of the Seller Parties’ other product, Adlarity, and certain other assets and liabilities that were not acquired as part of the Azstarys Acquisition, from the Seller Parties' historical financial information;

•incremental amortization associated with the acquired intangible asset;

•the recognition of the acquired inventory fair value step-up in 2025, and the elimination of the step-up expense recognized in 2026;

•acquisition-related transaction costs reflected in the earliest period presented;

•incremental interest expense associated with the delayed draw term loan used to fund the acquisition; and

•the applicable income tax effects of these adjustments.

The nine months ended September 30, 2025 pro forma net loss includes $14,497 of acquisition-related transaction costs. Direct transaction costs recognized in the Company’s 2026 historical results were removed from the corresponding 2026 pro forma periods.

Acquisition-Related Expenses

In the three and nine months ended September 30, 2026, the Company incurred $5,774 and $34,177, respectively, of acquisition-related expenses as a result of the Azstarys Acquisition, which were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. These costs include transaction costs, which primarily consisted of financial advisory, banking, legal, regulatory, representation and warranty insurance, and other consulting fees incurred to complete the acquisition; integration consulting expenses; employee-related expenses (severance cost and benefits) for terminated employees after the acquisition; and miscellaneous other acquisition expenses incurred, including contract termination costs, Commave directors and officers insurance, and other integration-related expenses. The Company expects, however, to incur additional acquisition-related expenses relating to consulting fees, contract termination costs, and other integration-related activities during the remainder of 2026.

Ironshore Acquisition

On September 3, 2024 (“Ironshore Acquisition Date”), the Company closed its acquisition (the “Ironshore Acquisition”) of Ironshore Therapeutics, Inc. (“Ironshore”). Ironshore had developed and obtained commercial approval to market Jornay PM in the United States. The Ironshore Acquisition was completed to expand the Company’s business beyond pain management and establish a commercial presence in neuropsychiatry via the ADHD market. The Company obtained control through the acquisition of shares in an all-cash transaction which closed on September 3, 2024.

The acquisition consideration includes payments for the Ironshore equity and assumption of certain of its debt. The Company deposited $25,000 into escrow at closing, to be released (i) in part, after, and subject to, determination of any adjustments related to finalization of working capital and cash at closing; and (ii) in part, and subject to, the lapse of certain indemnification obligations 12 months from the Ironshore Acquisition Date. In the three months ended March 31, 2025, the adjustments related to working capital and cash were finalized and settled, resulting in a $3,836 reduction in the amount due to the former Ironshore equity holders. The Company also agreed to pay a $25,000 contingent payment upon the achievement of a financial milestone based on net revenues of Jornay PM for the year ended December 31, 2025, which was not achieved.

As of September 30, 2026, approximately $17,565 is due to the former Ironshore equity holders recorded as deferred business combination consideration payable and $19,850 remains in escrow recorded as restricted cash. This amount remains unpaid due to the indemnification obligations in the Ironshore Acquisition and the ongoing North Sound Pharmaceuticals (“NSP”) arbitration (refer to Note 17, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc. (In Official Liquidation), for more information).

The fair value of the total consideration, including finalization of the working capital adjustment, was approximately $306,104 consisting of the following (in thousands):

The Company has accounted for the Ironshore Acquisition as a business combination and, accordingly, has included the assets acquired, liabilities assumed and results of operations in its financial statements following the Ironshore Acquisition Date.

The preliminary purchase price was based on estimates, assumptions, valuations and other studies, which were finalized within the measurement period, no later than one year after the Ironshore Acquisition Date. Measurement period adjustments were recognized subsequent to the preliminary estimates. During the year ended December 31, 2025, the Company recognized measurement period adjustments to decrease accrued rebates, returns, and discounts by $23,227, goodwill by $16,048, deferred tax assets by $11,039, and certain other accounts by $502.

The following tables set forth the final allocation of the Ironshore Acquisition purchase price to the estimated fair value of the net assets acquired at the Ironshore Acquisition Date, including all measurement period adjustments (in thousands):

The valuation of the acquired intangible assets and assumed deferred royalty obligation relies on significant unobservable inputs. The Company used an income approach to value the acquired intangible asset. The valuation of the intangible asset was based on estimated projections of expected cash flows to be generated by the asset, discounted to the present value at an appropriate discount rate. The Company is amortizing the identifiable intangible asset on a straight-line basis over its useful life of 7.7 years (refer to Note 10, Goodwill and Intangible Assets). The acquired inventory was recorded at fair value, which includes an adjustment of $10,700 to record inventory from its historic cost to fair value. The assumed senior secured notes payable and borrowings were settled immediately after the close of the acquisition, resulting in a loss on debt extinguishment of $4,145 in the year ended December 31, 2024.

The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill. This goodwill is primarily attributable to synergies of merging operations. The acquired goodwill is not deductible for tax purposes.

Acquisition-Related Expenses

In the three months ended September 30, 2026 and 2025, the Company incurred $948 and $1,552, respectively, of acquisition-related expenses as a result of the Ironshore Acquisition. In the nine months ended September 30, 2026 and 2025, the Company incurred $2,806 and $3,776, respectively, of acquisition-related expenses as a result of the Ironshore Acquisition. The acquisition-related expenses were included in selling, general and administrative expense in the Condensed Consolidated Statements of Operations. These expenses primarily included legal defense expenses for the NSP arbitration that was acquired from Ironshore and relates to acts that occurred prior to Collegium’s acquisition of Ironshore (refer to Note 17, Commitments and Contingencies – David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc. (In Official Liquidation), for more information), employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, and miscellaneous other acquisition expenses incurred, including integration consulting expenses, and expenses related to exiting contracts acquired from Ironshore, and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.

The Company expects to incur additional acquisition-related expenses in 2026 relating to the NSP arbitration acquired from Ironshore and expenses associated with maintaining the escrow account related to the Ironshore Acquisition.

5. License Agreements

The Company periodically enters into license agreements to develop and commercialize its products. Amounts owed under these agreements may require estimates and other judgments related to contractual requirements, which creates uncertainty over the ultimate amount that would be paid under these arrangements. Contractual amounts due are accrued based on the Company’s interpretation of the relevant contract terms and underlying facts and circumstances, including an assessment of available evidence and the associated uncertainty.

Grünenthal License

In connection with the acquisition of the Nucynta Products from Assertio Therapeutics, Inc. (the “Nucynta Acquisition”), the Company assumed all commercialization responsibilities, including sales and marketing, for the Nucynta Products through the acquisition of a license from Grünenthal GmbH (“Grünenthal”) (the “Grünenthal License”). Pursuant to the Grünenthal License, the Company was obligated to make royalty payments directly to Grünenthal at rates of up to 14% of Net Sales (as defined therein) of the Nucynta Products, with the applicable rate determined based on the timing of certain patent expirations and when generic equivalents enter the market.

Royalties under the Grünenthal License accrued through September 16, 2026, the date the Company and Grünenthal entered into a binding memorandum of understanding (the “Grünenthal MOU”) to enter into a settlement agreement to resolve all disputes and claims between the parties, including disputes over royalties under the Grünenthal License and the patent infringement complaint described in Note 17, under which the Company would pay Grünenthal $17,000 (the “Settlement Payment”). On October 15, 2026, the Company and Grünenthal entered into a settlement agreement (the “Settlement Agreement” and such settlement terms, the “Grünenthal Settlement”), and the Company paid the Settlement Payment.

Pursuant to the Settlement Agreement, the Grünenthal License was terminated in its entirety and the related consent agreement was terminated solely with respect to the Territory (as defined in the consent agreement), effective October 15, 2026 following the Company’s payment of the Settlement Payment, and all obligations of the Company with respect to royalties under the Grünenthal License were fully and finally discharged. Grünenthal also, among other things, assigned to the Company thetwo patents listed in the FDA Orange Book for Nucynta ER and agreed to dismiss the patent infringement complaint described in Note 17.

During the year ended December 31, 2025, the Company recognized a $3,058 charge related to the Grünenthal License, which was paid in October 2025. The charge related to the timing of royalty payments due under the license agreement, as confirmed through an arbitration process, and was included in cost of product revenues. As part of the Grünenthal Settlement, the Company waived its claim to recover this payment through reduced royalty payments for product returns.

The Company analyzed the Settlement Payment and concluded that it represents consideration for (i) the settlement of existing accrued royalties under the Grünenthal License, (ii) the acquisition of the patents, which the Company accounted for as an asset acquisition, and (iii) the settlement of disputed past and future claims between the parties, each of which the Company accounted for separately under the applicable U.S. GAAP. The Company allocated the Settlement Payment among these elements using a relative fair value approach and, because a fair value could not be reliably estimated for the settlement of the disputed claims, measured that element using a residual approach.

The Company recognized the following in the three months ended September 30, 2026 in connection with the Grünenthal Settlement:

•litigation settlement expense of $11,034, included in selling, general and administrative expenses, which represents the residual amount of the Settlement Payment after the amounts below;

•an intangible asset of $3,811 for the patents acquired from Grünenthal, measured using a relief-from-royalty (income) approach based on estimated future net revenues of the Nucynta Products over the remaining patent life, an estimated royalty rate and a discount rate, and included in intangible assets, net, which is amortized on a straight-line basis through September 22, 2028, consistent with the patent expiration, within cost of product revenues ($78 recognized in the three months ended September 30, 2026); and

•the settlement of accrued royalties for the Nucynta Products of $2,155, measured at carrying amounts as of September 16, 2026, and recorded within cost of product revenues.

The Company recorded the $17,000 Settlement Payment in accrued liabilities as of September 30, 2026 (refer to Note 11, Accrued Liabilities) because the Grünenthal MOU was binding as of that date.

Shionogi License and Supply Agreement

Prior to the Company’s acquisition of BioDelivery Sciences International, Inc. (“BDSI”) in March 2022 (the “BDSI Acquisition”), BDSI and Shionogi Inc. (“Shionogi”) entered into an exclusive license agreement (the “Shionogi License Agreement”) for the commercialization of Symproic in the United States including Puerto Rico (the “Shionogi Territory”) for the treatment of opioid-induced constipation in adult patients with chronic non-cancer pain (the “Shionogi Field”).

Pursuant to the terms of the Shionogi License Agreement, tiered royalty payments on net sales of Symproic in the Shionogi Territory are payable quarterly based on a royalty rate that ranges from 8.5% to 17.5% (plus an additional 1% of net sales on a pass-through basis to a third-party licensor of Shionogi) based on volume of net sales and whether Symproic is being sold as an authorized generic. Unless earlier terminated, the Shionogi License Agreement will continue in effect until the expiration of the royalty obligations, as defined therein. Upon expiration of the Shionogi License Agreement, all licenses granted for Symproic in the Shionogi Field and in the Shionogi Territory survive and become fully-paid, royalty-free, perpetual and irrevocable.

BDSI and Shionogi also had entered into a supply agreement under which Shionogi will supply Symproic at cost plus an agreed upon markup. In the event that Symproic is sourced from a third-party supplier, Shionogi would continue to supply naldemedine tosylate for use in Symproic manufacturing at cost plus such agreed upon markup for the duration of the Shionogi License Agreement.

ArkBio License Agreement

Prior to the Company’s acquisition of Azstarys in May 2026, Commave and Ark Biopharmaceutical Limited (“ArkBio”) entered into an out-licensing agreement (the “ArkBio Agreement”) pursuant to which Commave granted ArkBio the exclusive rights to develop, manufacture and commercialize Azstarys in the People's Republic of China, Hong Kong, Macau and Taiwan (collectively, the “Territory”). The ArkBio Agreement continues until the later of (i)ten years after the first commercial sale of Azstarys in China or (ii) the expiration of the last valid claim within the Company's patent rights covering Azstarys in the Territory.

Pursuant to the terms of the ArkBio Agreement, Commave is eligible to receive up to $98,500 in potential sales-based milestone payments, as well as tiered royalties ranging from 7.0% to 14.0% on ArkBio's net sales of Azstarys. As of the Azstarys Acquisition Date, ArkBio had obtained regulatory approval in China, and all amounts previously earned under the ArkBio Agreement had been recognized by Commave prior to the Azstarys Acquisition Date.

On September 4, 2026, Commave Therapeutics SA, a subsidiary of the Company, entered into a supply agreement (the “Qilu Supply Agreement”) with ANLON International Biopharma Limited (“Qilu Buyer”), which joined on August 27, 2026 as a co-sublicensee under the sublicense granted by ArkBio to Qilu Pharmaceutical Co., Ltd. The Qilu Supply Agreement is the commercial supply agreement for Azstarys in China contemplated under the ArkBio Agreement. Under the Qilu Supply Agreement, the Company manufactures and supplies Azstarys to Qilu Buyer for sale in the People’s Republic of China on an exclusive basis. The Qilu Supply Agreement does not provide for an upfront payment or license fee. No milestone payments, royalties or other consideration were earned under the ArkBio Agreement, and no revenue was recognized under the ArkBio Agreement or the Qilu Supply Agreement, from the Azstarys Acquisition Date through September 30, 2026 (refer to Note 3, Revenue from Contracts with Customers).

6. Earnings Per Share

Basic earnings per share is calculated by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock, plus potentially dilutive securities outstanding for the period, as determined in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security. For purposes of the diluted earnings per share calculation, stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), and shares potentially issuable in connection with the Company’s employee stock purchase plan and convertible senior notes are considered potentially dilutive securities and included to the extent that their addition is not antidilutive.

The following table presents the computations of basic and dilutive earnings per common share:

The following table presents dilutive securities excluded from the calculation of diluted earnings per share:

For performance share units, these securities were excluded from the calculation of diluted earnings per share as the market-based vesting conditions were not met as of the end of the reporting period. All other securities presented in the table above were excluded from the calculation of diluted earnings per share as their inclusion would have had an antidilutive effect.

7. Fair Value of Financial Instruments

Fair value measurements and disclosures describe the fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, as follows:

The Company invests in instruments within defined credit parameters to minimize credit risk while ensuring liquidity.

There were no transfers between Levels 1, 2, and 3 during the nine months ended September 30, 2026 and 2025.

The following table presents the Company’s financial instruments carried at fair value using the lowest level input applicable to each financial instrument as of September 30, 2026 and December 31, 2025:

Contingent Consideration

The Company’s contingent consideration liability is related to the Azstarys Acquisition in 2026. The Azstarys Acquisition included a contingent payment of $135,000 related to the achievement of certain future commercial and manufacturing milestones eligible to be earned through various achievement periods, extending through March 31, 2029.

The contingent consideration liability is measured at fair value using a discounted cash flow method for technical milestones and a Monte Carlo simulation for net sales-based milestones. The Company classifies its contingent consideration liability as a Level 3 fair value measurement. The following table presents the significant unobservable inputs used in the fair value measurements as of September 30, 2026 (in thousands, except percentages and dates):

Significant increases or decreases in the probability of achievement, expected achievement dates, net sales volatility or discount rates could result in a higher or lower fair value measurement.

Change in the Fair Value of Contingent Consideration

The change in fair value of the contingent consideration resulted in a gain of $2,895 for both the three and nine months ended September 30, 2026.

The following table provides a reconciliation of the beginning and ending balances related to the contingent consideration for the Azstarys Acquisition (dollars in thousands):

Assets and Liabilities Not Carried at Fair Value

Convertible Senior Notes

The Company’s convertible senior notes are considered Level 2 financial liabilities. The fair value was determined based on data points other than quoted prices that are observable, either directly or indirectly, such as broker quotes in a non-active market. As of September 30, 2026, the fair value of the Company’s 2.875% convertible senior notes due in 2029 was $241,349 and the net carrying value was $238,996.

Term Notes Payable

The Company’s term notes are considered Level 2 financial liabilities. The fair value was determined using quoted prices for similar liabilities in active markets, as well as inputs that are observable for the liability (other than quoted prices), such as interest rates that are observable at commonly quoted intervals. As of September 30, 2026, the carrying amount of the term notes reasonably approximated the estimated fair value.

Deferred Royalty Obligation

The Company’s deferred royalty obligation liability was assumed as part of the Ironshore Acquisition in 2024. Refer to Note 14, Deferred Royalty Obligation, for more information.

The deferred royalty obligation is considered a Level 3 fair value measurement. The fair value of the Company’s deferred royalty obligation was approximately $132,678 as of September 30, 2026 and a net carrying value of $120,612.

Other Assets and Liabilities

As of September 30, 2026, and December 31, 2025, the carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities, and accrued rebates, returns and discounts reasonably approximated their estimated fair values.

8. Marketable Securities

As of September 30, 2026, the Company did not hold any marketable securities, including available-for-sale debt securities.

As of December 31, 2025, available-for-sale debt securities were classified on the Condensed Consolidated Balance Sheets at fair value as follows:

The following table summarizes the available-for-sale securities held as of December 31, 2025:

The following table summarizes the contractual maturities of available-for-sale securities other than investments in money market funds as of December 31, 2025:

As of September 30, 2026, the Company had no marketable securities outstanding and no related unrealized gains or losses remained in accumulated other comprehensive income. As of December 31, 2025, unrealized losses on the Company’s available-for-sale securities were immaterial. In connection with funding the Azstarys Acquisition, proceeds from sales of available-for-sale securities were $151,805 during the nine months ended September 30, 2026. Realized gains and losses are determined using the specific identification method. Gross realized gains and gross realized losses on these sales, and the corresponding amounts reclassified from accumulated other comprehensive income into earnings, were $78 and $295, respectively, during the nine months ended September 30, 2026. There were no sales of marketable securities during the three months ended September 30, 2026 or during the three and nine months ended September 30, 2025. Other comprehensive income related to marketable securities, net of tax, waszero for the three months ended September 30, 2026 and the other comprehensive loss related to marketable securities, net of tax, was $319 for the nine months ended September 30, 2026. Other comprehensive income related to marketable securities, net of tax, was $(45) and $237 for the three and nine months ended September 30, 2025, respectively. The Company had no transfers of available-for-sale securities into the trading category and did not hold trading securities during the periods presented.

The Company did not hold any securities with other-than-temporary impairment as of December 31, 2025. The Company reviews its investments for other-than-temporary impairment whenever the fair value of an investment is less than amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To assess whether an impairment is other-than-temporary, the Company evaluates whether it has the ability and intent to hold the investment until recovery in market value, whether evidence supporting recovery of the investment’s amortized cost outweighs evidence to the contrary, and whether the decline in fair value below amortized cost is material.

The Company did not record any allowance for credit losses on its available-for-sale debt securities during the three and nine months ended September 30, 2026 and 2025.

9. Inventory

Inventory as of September 30, 2026 and December 31, 2025 consisted of the following:

Long-term inventory is included in other noncurrent assets in the Company’s Condensed Consolidated Balance Sheet.

The balance sheet classification of inventory consisted of the following:

10. Goodwill and Intangible Assets

As of September 30, 2026 and December 31, 2025, the Company’s goodwill balance was $193,885 and $145,925, respectively. The Company’s goodwill as of September 30, 2026 resulted from the Azstarys Acquisition on May 12, 2026, the Ironshore Acquisition on September 3, 2024 and the BDSI Acquisition on March 22, 2022.

During the three months ended September 30, 2026, the Company recognized an intangible asset of $3,811 fortwo Orange Book-listed patents covering Nucynta ER, which are included in Nucynta Products in the table below. The intangible asset is amortized on a straight-line basis through September 22, 2028, consistent with the patent expiration.

The following table sets forth the cost, accumulated amortization, and carrying amount of intangible assets as of September 30, 2026 and December 31, 2025:

The following table presents amortization expense recognized in cost of product revenues forthe three and nine months ended September 30, 2026 and 2025:

As of September 30, 2026, the remaining amortization expense expected to be recognized is as follows:

11. Accrued Liabilities

Accrued liabilities as of September 30, 2026 and December 31, 2025 consisted of the following:

As of September 30, 2026, accrued audit and legal, accrued royalties and accrued patent acquisition cost include $11,034, $2,155 and $3,811, respectively, of the $17,000 Settlement Payment payable to Grünenthal, which was paid on October 15, 2026 (refer to Note 5, License Agreements).

12. Term Notes Payable

2024 Term Loan

On July 28, 2024, in connection with the announcement of the Ironshore Acquisition, the Company entered into a Second Amended and Restated Loan Agreement, by and among the Company and Pharmakon (the “2024 Loan Agreement”), pursuant to which the previous loan entered into in 2022 was refinanced in full. The 2024 Loan Agreement provided for a $645,833 secured term loan (the “2024 Term Loan”), the proceeds of which were used to repay the Company’s existing term notes outstanding from the existing 2022 Term Loan and fund a portion of the consideration to be paid to complete the Ironshore Acquisition. The 2024 Loan Agreement was accounted for as a debt modification and transaction fees of $619 were expensed. In connection with the 2024 Loan Agreement, the Company paid loan commitment and other fees to the lender of $11,825, which together with preexisting debt issuance costs and note discounts of $4,192 were amortized over the term of the loan using the effective interest rate. The net proceeds of the loan modification were $313,175.

2025 Credit Facility

On December 23, 2025, the Company entered into a Credit Agreement by and among the Company, the lenders from time to time party thereto and Truist Bank, as administrative agent (the “2025 Credit Agreement”). The 2025 Credit Agreement provides for (i) a $580,000 term loan (the “2025 Term Loan”), (ii) $300,000 of delayed draw term loan commitments (the “Delayed Draw Term Loan”), and (iii) a $100,000 revolving credit facility (the “Revolver”) (collectively, the “2025 Credit Facility”). The 2025 Term Loan was used to repay in full the remaining outstanding obligations under the 2024 Term Loan and to pay fees and expenses relating to the entry into the Credit Agreement and the remainder for general corporate purposes. The 2025 Credit Facility is guaranteed by certain of the Company’s material subsidiaries and secured by substantially all of the assets of the Company and such material subsidiaries. In May 2026, the $300,000 Delayed Draw Term Loan was issued and the proceeds received were used to partially fund the Azstarys Acquisition.

The repayment of the 2024 Term Loan was accounted for as a debt extinguishment. The loss on extinguishment was $15,994, consisting of previously unamortized debt discount and issuance costs of $10,123 and debt extinguishment costs of $5,871.

The 2025 Credit Facility is scheduled to mature on December 23, 2030. If both (i) the aggregate principal amount outstanding under the 2029 Convertible Notes is more than $50,000 as of November 18, 2028 and (ii) Liquidity (as defined in the 2025 Credit Agreement, which includes cash, cash equivalents, marketable securities, and undrawn Revolver amounts) is less than $350,000 minus any permanent prepayments or repurchases of the 2029 Convertible Notes, then the 2025 Credit Facility will mature on November 18, 2028. The Company is obligated to repay the loans under the 2025 Credit Agreement (i) in scheduled quarterly installments, commencing on March 31, 2026, and (ii) upon certain customary prepayment triggers (subject to customary reinvestment rights). The Company may repay the loans under the 2025 Credit Agreement at its option at any time without premium or penalty.

In connection with the issuance of the 2025 Credit Facility, the Company paid commitment and other fees to the lenders of $14,378 and incurred debt issuance costs of $719. The $15,097 of debt discounts and issuance costs were then allocated to each of the components of the 2025 Credit Facility proportionally based on commitment amounts, resulting in $8,935 being allocated to the 2025 Term Loan, $4,622 being allocated to the Delayed Draw Term Loan, and $1,540 being allocated to the Revolver. The debt discounts and issuance costs allocated to the 2025 Term Loan were recorded as a direct deduction of the carrying amount of the 2025 Term Loan and are amortized over the term of the loan using the effective interest rate. The debt discounts and issuance costs allocated to the Delayed Draw Term Loan were recorded to other noncurrent assets. When the Delayed Draw Term Loan was issued, the $4,622 of previously capitalized cost was reclassified as a direct deduction of the carrying amount of the issued Delayed Draw Term Loan. The debt discounts and issuance costs allocated to the Revolver were recorded to other noncurrent assets and the deferred debt issuance costs are amortized ratably over the term of the Revolver, regardless of whether there are any outstanding borrowings on the Revolver.

The 2025 Term Loan, Delayed Draw Term Loan and the Revolver will bear interest at an annual rate equal to the term Secured Overnight Financing Rate (“SOFR”) plus a spread based on the Company’s First Lien Net Leverage Ratio (as defined in the 2025 Credit Agreement) ranging from 2.75% to 3.75%. The Delayed Draw Term Loan and Revolver are also subject to fees on the undrawn amounts of 0.30% to 0.50% per annum.

The 2025 Credit Agreement contains customary representations, events of default and covenants for a syndicated credit facility. The 2025 Credit Agreement includes quarterly financial covenants, consisting of a first lien secured net leverage ratio maintenance covenant (allowing the Company to net up to $250,000 of unrestricted cash and cash equivalents) and a fixed charge coverage ratio maintenance covenant. The 2025 Credit Agreement also contains certain covenants and obligations that limit the Company’s ability to incur additional indebtedness or liens, make acquisitions or other investments or dispose of assets outside the ordinary course of business, or make restricted payments, among others. Failure to comply with these covenants would constitute an event of default under the 2025 Credit Agreement, notwithstanding the Company’s ability to meet its debt service obligations.

On September 10, 2026, the Company entered into a First Amendment to the 2025 Credit Agreement (the “First Amendment”) with Truist Bank, as administrative agent, and the required lenders. The First Amendment, among other things, required Commave Therapeutics SA, GPC Commave Holding LLC and Commave Sub, LLC to become guarantors and grantors under the guaranty and security agreement for the 2025 Credit Facility; added certain Azstarys-related intellectual property of Commave Therapeutics SA and the Company’s equity interests in GPC Commave Holding LLC and Commave Sub, LLC to the collateral securing the 2025 Credit Facility; and expanded the hedging transactions the Company is permitted to enter into, including forward equity sale agreements in connection with at-the-market offerings, equity derivatives and accelerated share repurchases. The First Amendment did not change the interest rate, maturity, scheduled amortization or commitments under the 2025 Credit Agreement. The First Amendment was accounted for as a debt modification, and the Company capitalized an immaterial amount of fees as debt issuance costs, which are amortized to interest expense over the remaining term of the 2025 Credit Facility using the effective interest method.

The following table presents the total interest expense recognized related to the 2025 Credit Facility and 2024 Term Loan during the three and nine months ended September 30, 2026 and 2025.

As of September 30, 2026, the effective interest rate on the 2025 Term Loan was 7.1%.

As of September 30, 2026, scheduled principal repayments under the 2025 Term Loan and the Delayed Draw Term Loan were as follows:

13. Convertible Senior Notes

2029 Convertible Notes

On February 10, 2023, the Company issued 2.875% convertible senior notes due in 2029 (the “2029 Convertible Notes”) in the aggregate principal amount of $241,500, in a private offering to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act of 1933, as amended. The 2029 Convertible Notes were issued to finance the concurrent repurchase of a portion of the 2026 Convertible Notes, and the remainder of the net proceeds may be used for general corporate purposes. In connection with the issuance of the 2029 Convertible Notes, the Company incurred approximately $6,280 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees.

The 2029 Convertible Notes are senior, unsecured obligations and bear interest at a rate of 2.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The 2029 Convertible Notes will mature on February 15, 2029, unless earlier repurchased, redeemed or converted. Before November 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after November 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, 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 election. The initial conversion rate is 27.3553 shares of common stock per $1 principal amount of 2029 Convertible Notes, which represents an initial conversion price of approximately $36.56 per share of common stock. The conversion rate and conversion price are subject to adjustment upon the occurrence of certain events.

Holders of the 2029 Convertible Notes may convert all or any portion of their 2029 Convertible Notes, in multiples of $1 principal amount, at their option only under the following circumstances:

(1)during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

(2)during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the “trading price” per $1 principal amount of the 2029 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;

(3)upon the occurrence of certain corporate events or distributions on the Company’s common stock;

(4)if the Company calls any or all of the 2029 Convertible Notes for redemption, but only with respect to the 2029 Convertible Notes called for redemption; or

(5)at any time from, and including, November 15, 2028 until the close of business on the scheduled trading day immediately before the maturity date.

As of September 30, 2026, none of the above circumstances had occurred and as such, the 2029 Convertible Notes could not have been converted.

The Company may not redeem the 2029 Convertible Notes prior to February 17, 2026. On or after February 17, 2026 and on or before the 40 th scheduled trading day before the maturity date, the Company may redeem the 2029 Convertible Notes, in whole or in part, at a cash redemption price equal to the principal amount of the 2029 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on:

(1)each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and

(2)the trading day immediately before the date the Company sends such notice.

However, the Company may not redeem less than all of the outstanding 2029 Convertible Notes unless at least $75,000 aggregate principal amount of the 2029 Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

Calling any 2029 Convertible Note for redemption will constitute a make-whole fundamental change with respect to that 2029 Convertible Note, in which case the conversion rate applicable to the conversion of that 2029 Convertible Note, if it is converted in connection with the redemption, will be increased in certain circumstances for a specified period of time.

The 2029 Convertible Notes have customary default provisions, including: (i) a default in the payment when due (whether at maturity, upon redemption or repurchase upon fundamental change or otherwise) of the principal of, or the redemption price or fundamental change repurchase price for, any note; (ii) a default for 30 days in the payment when due of interest on any note; (iii) a default in the Company’s obligation to convert a note in accordance with the indenture, if such default is not cured within 3 business days after its occurrence; (iv) a default with respect to the Company’s obligations under the indenture related to consolidations, mergers and asset sales; (v) a default in any of the Company’s other obligations or agreements under the indenture that are not cured or waived within 60 days after notice to the Company; (vi) certain payment defaults by the Company or certain subsidiaries with respect to mortgages, agreements or other instruments for indebtedness for money borrowed of at least $30,000 or other defaults by the Company or certain subsidiaries with respect to such indebtedness that result in the acceleration of such indebtedness; (vii) default upon the occurrence of one or more final judgments being rendered against the Company or any of the Company’s significant subsidiaries for the payment of at least $30,000; and (viii) upon the occurrence of certain events of bankruptcy, insolvency and reorganization with respect to the Company or any of its significant subsidiaries.

The 2029 Convertible Notes are classified on the Condensed Consolidated Balance Sheet as of September 30, 2026 as convertible senior notes.

As of September 30, 2026, the outstanding balance of the 2029 Convertible Notes consisted of the following:

The Company determined the expected life of the 2029 Convertible Notes was equal to thesix-year term. The effective interest rate on the 2029 Convertible Notes is 3.3%. As of September 30, 2026, the if-converted value of the 2029 Convertible Notes did not exceed the remaining principal amount.

As of September 30, 2026, the future minimum payments on the 2029 Convertible Notes were as follows:

The following table presents the total interest expense recognized related to the 2029 Convertible Notes during the three and nine months ended September 30, 2026 and 2025:

14. Deferred Royalty Obligation

The Company’s deferred royalty obligation liability is a debt obligation of Ironshore that was assumed as part of the Ironshore Acquisition. The deferred royalty obligation relates to royalty payments on net sales of Jornay PM that are paid to debtholders in exchange for funding provided to Ironshore by the debtholders. The royalty rate was 7.4% for net sales prior to July 1, 2025 and 9.7% thereafter through March 2032. The royalty payments are an unsecured obligation of the Company and there are no financial covenants or other restrictive covenants. The royalty payments are due semi-annually in February and August of each year based on the sales of Jornay PM in the prior six-month period.

The effective interest rate as of September 30, 2026 was approximately 13.5%.

A rollforward of the deferred royalty obligation for the nine months ended September 30, 2026 and 2025 is as follows:

The total interest expense recognized related to the deferred royalty obligation during the three and nine months ended September 30, 2026 was $4,333 and $12,400, respectively, including net amortization of $745 and $951, respectively. The total interest expense recognized related to the deferred royalty obligation during the three and nine months ended September 30, 2025 was $3,704 and $10,841, respectively, including net amortization of $348 and net accretion of $1,666, respectively. Total royalty payments made under the agreement during the three and nine months ended September 30, 2026 were $8,189 and $16,577, respectively, and were recorded as a reduction to accrued interest. Total royalty payments made under the agreement during the three and nine months ended September 30, 2025 were $4,435 and $8,582, respectively, and were recorded as a reduction to accrued interest.

15. Equity

The changes in shareholders’ equity for the three and nine months ended September 30, 2026 were as follows:

The changes in shareholders’ equity for the three and nine months ended September 30, 2025 were as follows:

Common Stock

In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4% of the total number of outstanding shares of common stock on December 31 of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s board of directors (“Board of Directors”) prior to January 1). The Plan expired on May 11, 2025 and on May 15, 2025, the Company’s shareholders approved the 2025 Equity Incentive Plan (the “2025 Plan”), under which an aggregate of 1,600,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus (i) shares of common stock that remained available for grants under the Plan as of its expiration and (ii) any shares of common stock subject to outstanding grants under the Plan that terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, vested or paid under the Plan. As of September 30, 2026, there were 2,288,088 shares of common stock available for issuance pursuant to the 2025 Plan.

The 2025 Plan provides for granting of both Internal Revenue Service qualified incentive stock options and non-qualified options, restricted stock awards, restricted stock units and performance stock units. The Company’s qualified incentive stock options and non-qualified options generally vest ratably over afour-year period of service and generally have aten-year contractual life. Upon termination, vested stock options are generally exercisable forthree months following the termination date, while unvested options are forfeited immediately upon termination. The Company’s RSUs granted prior to 2024 generally vest ratably over afour-year period of service. Beginning in 2024, RSUs granted by the Company vest ratably over athree-year period of service. Upon termination, unvested RSUs are forfeited immediately. Refer to Note 16, Stock-based Compensation, for more information.

Share Repurchases

2024-2025 Repurchase Program

In January 2024, the Company’s Board of Directors authorized the repurchase of up to $150,000 of the Company’s common stock through June 30, 2025 (the “2024-2025 Repurchase Program”). The 2024-2025 Repurchase Program permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. The timing and amount of any shares purchased on the open market were determined based on the Company’s evaluation of the market conditions, share price and other factors. The Company utilized existing cash on hand to fund share repurchases.

In May 2025, the Company’s Board of Directors authorized an accelerated share repurchase (“ASR”) program to repurchase $25,000 of the Company’s common stock as part of the 2024-2025 Repurchase Program. Under the terms of the Company’s ASR agreement with an investment bank, the Company paid $25,000 on May 9, 2025, and received 692,281 shares, representing 80% of the upfront payment on a price per share of $28.89, the closing price on the date the agreement was executed. The remaining shares to be purchased by the Company were to be based on the volume-weighted average price of its common stock through July 29, 2025, minus an agreed upon discount between the parties. In July 2025, the ASR agreement settled and the Company received an additional 129,847 shares, bringing the total shares repurchased pursuant to the ASR agreement to 822,128.

The ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction; and (2) a forward contract indexed to the Company’s own stock. The forward contract, which represented the remaining shares to be delivered by the investment bank, was recorded as a reduction to stockholders’ equity. The forward contract associated with the ASR agreement was settled and not outstanding as of December 31, 2025.

The 2024-2025 Repurchase Program expired on June 30, 2025. Under the 2024-2025 Repurchase Program, the Company repurchased 2,704,830 shares at a weighted-average price of $31.43 per share for a total of $85,025, inclusive of $25 of fees and commissions, under the 2024-2025 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the Condensed Consolidated Balance Sheet.

2025-2026 Repurchase Program

In July 2025, the Company’s Board of Directors authorized the repurchase of up to $150,000 of the Company’s common stock through December 31, 2026 (the “2025-2026 Repurchase Program”). The 2025-2026 Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. The timing and amount of any shares purchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors. The Company plans to utilize existing cash on hand to fund share repurchases.

In August 2026, the Company’s Board of Directors authorized an ASR program to repurchase $50,000 of the Company’s common stock, as part of the 2025-2026 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank, the Company paid $50,000 on August 13, 2026, and received 1,556,420 shares, representing 80% of the upfront payment on a price per share of $25.70, the closing price on the date the agreement was executed. The remaining shares to be purchased by the Company will be based on the volume-weighted average price of its common stock over the term of the agreement, which is expected to end in the fourth quarter of 2026, minus an agreed upon discount between the parties.

The ASR agreement was accounted for as two distinct transactions: (1) an immediate repurchase of common stock, recorded as a treasury stock transaction; and (2) a forward contract indexed to the Company’s own stock. The forward contract, which represented the remaining shares to be delivered by the investment bank, was recorded as a reduction to stockholders’ equity as of September 30, 2026. The forward contract associated with the ASR agreement was outstanding as of September 30, 2026.

As of September 30, 2026, the Company repurchased 1,556,420 shares at a weighted-average price of $25.70 per share for a total of $40,000 under the 2025-2026 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the Condensed Consolidated Balance Sheet. As of September 30, 2026, $100,000 remained available for share repurchases under the 2025-2026 Repurchase Program, which reflects the full $50,000 paid under the ASR agreement, including the $10,000 forward contract that had not yet settled as of September 30, 2026.

16. Stock-based Compensation

Performance Share Units

The Company periodically grants PSUs to certain members of the Company’s senior management team. PSUs vest subject to the satisfaction of annual and cumulative performance and/or market conditions established by the Company’s Compensation Committee.

A summary of the Company’s PSU activity for the nine months ended September 30, 2026 and related information is as follows:

The number of PSUs granted represents the target number of shares of common stock that may be earned. However, the actual number of shares earned may vary based on the satisfaction of performance criteria. The weighted-average grant date fair value of PSUs granted for the nine months ended September 30, 2026 and 2025 was $61.20 and $40.28, respectively. The total fair value of PSUs vested (measured on the date of vesting) for the nine months ended September 30, 2026 and 2025 was $7,418 and $4,925, respectively.

Restricted Stock Units

The Company granted RSUs to employees during the nine months ended September 30, 2026. RSUs granted prior to 2024 generally vest ratably over afour-year period of service. Beginning in 2024, RSUs granted by the Company vest ratably over athree-year period of service.

A summary of the Company’s RSU activity for the nine months ended September 30, 2026 and related information is as follows:

The weighted-average grant date fair value per share of RSUs granted for the nine months ended September 30, 2026 and 2025 was $43.07 and $30.28, respectively. The total fair value of RSUs vested (measured on the date of vesting) for the nine months ended September 30, 2026 and 2025 was $43,536 and $30,224, respectively.

Stock Options

The Company’s qualified incentive stock options and non-qualified options generally vest ratably over afour-year period and generally have aten-year contractual life. Upon termination, vested stock options are generally exercisable forthree months following the termination date, while unvested options are forfeited immediately upon termination.

A summary of the Company’s stock option activity for the nine months ended September 30, 2026 and related information is as follows:

There wereno stock options granted during the nine months ended September 30, 2026 and 2025.

Employee Stock Purchase Plan

The Company’s 2015 Employee Stock Purchase Plan allows employees to purchase shares of the Company’s common stock. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on: (i) the first day of the purchase period; or (ii) the last day of the purchase period. During the nine months ended September 30, 2026,65,342 shares of common stock were purchased for total proceeds of $1,845. The expense for the three months ended September 30, 2026 and 2025 was $202 and $147, respectively. The expense for the nine months ended September 30, 2026 and 2025 was $519 and $433, respectively.

Stock-based Compensation Expense

The Company’s stock-based compensation expense for the three months ended September 30, 2026 and 2025 was $12,445 and $9,811, respectively, and was recorded as a component of selling, general and administrative expense within the Condensed Consolidated Statements of Operations. The Company’s stock-based compensation expense for the nine months ended September 30, 2026 and 2025 was $37,809 and $32,153, respectively, and was recorded as a component of selling, general and administrative expense within the Condensed Consolidated Statements of Operations.

As of September 30, 2026, there was approximately $67,884 of unrecognized compensation expense related to unvested options, restricted stock units, and performance stock units, which is expected to be recognized as expense over a weighted average period of approximately 1.9 years.

17. Commitments and Contingencies

Lease Commitment

In July 2026, the Company entered into an office lease (the “One Lincoln Lease”) with 1 Lincoln Owner, LLC for approximately 40,288 rentable square feet of space in Boston, Massachusetts. The landlord is required to construct certain tenant improvements to the premises at its sole cost, which will be owned by the landlord. The One Lincoln Lease is expected to commence in the first quarter of 2027, when the landlord completes the improvements and makes the premises available to the Company for its use, and will have a term ofeleven years from commencement, with the Company having the right to extend the term fortwo additional five-year terms, subject to notice requirements. Initial annual base rent is approximately $2,075, subject to annual increases of approximately 2.0%. Base rent is abated for the first twelve months following commencement. Because the lease had not commenced as of September 30, 2026, no right-of-use asset or lease liability has been recognized.

Legal Proceedings

From time to time, the Company may face legal claims or actions in the normal course of business. Except as disclosed below, the Company is not currently a party to any material litigation.

Xtampza ER Litigation

On March 24, 2015, Purdue sued the Company in the U.S. District Court for the District of Delaware asserting infringement ofthree of Purdue’s Orange Book-listed patents (Patent Nos. 7,674,799, 7,674,800, and 7,683,072) and a non-Orange Book-listed patent (Patent No. 8,652,497). The lawsuit was initiated in response to the Company filing the New Drug Application (“NDA”) for Xtampza ER as a 505(b)(2) application referencing data from Purdue’s OxyContin NDA, and under the Drug Price Competition and Patent Term Restoration Act of 1984, triggered a stay of up to 30 months before the FDA could issue a final approval for Xtampza ER, unless the stay was earlier terminated.

The Delaware court transferred the case to the District of Massachusetts. After the Company filed a partial motion for judgment on the pleadings relating to the Orange Book-listed patents, the District Court of Massachusetts ordered judgment in the Company’s favor on those three patents, and dismissed the claims which lifted the 30-month stay of FDA approval. Following this judgment, the Company obtained final approval for Xtampza ER and launched commercially.

Purdue subsequently filedtwo follow-on lawsuits asserting infringement oftwo patents that had been late-listed in the Orange Book and, therefore, could not trigger any stay of FDA approval: Purdue asserted infringement of Patent No. 9,073,933 in November 2015 and Patent No. 9,522,919 in April 2017. In addition, Purdue invokedtwo non-Orange Book-listed patents, filing suit in June 2016 asserting infringement of Patent No. 9,155,717 and in September 2017, asserting infringement of Patent No. 9,693,961.

On March 13, 2018, the Company filed a Petition for Post-Grant Review (“PGR”) of the ʼ961 patent with the Patent Trial and Appeal Board (“PTAB”). The PGR argued that the ʼ961 patent is invalid.

On November 21, 2017, the Court issued its claim construction ruling, construing certain claims of the ʼ933, ʼ497, and ʼ717 patents. The Court issued an order on September 28, 2018, in which it ruled that the Xtampza ER formulation does not infringe the ʼ497 and ʼ717 patents.

On September 15, 2019, Purdue commenced chapter 11 bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of New York. Later in September 2019, Purdue gave the District Court of Massachusetts, as well as the PTAB, notice of its bankruptcy filing and sought the imposition of an automatic stay of proceedings. Both the Court and the PTAB granted Purdue’s requests to stay the pending matters.

On September 1, 2020, the Bankruptcy Court entered an Order, lifting the automatic stays in both the District of Massachusetts and PTAB proceedings. On September 11, 2020, Purdue filed a motion to terminate the PTAB action on the basis that those proceedings had gone beyond the 18-month statutory period. On November 19, 2021, the PTAB: (i) denied Purdue’s motion to terminate the PGR; and (ii) issued its Final Written Decision, finding that the asserted claims of the ʼ961 patent were invalid for lack of written description and anticipation. Purdue appealed the decision to the Federal Circuit, which issued its decision on November 21, 2023, affirming the authority of the PTAB to issue its Final Written Decision and upholding the PTAB’s finding of invalidity relative to the ’961 patent. Purdue has exhausted all possibility of appeal, and the judgment of invalidity of the ’961 patent is final without further right of appeal.

On April 2, 2021, the Court granted Purdue’s Motion to Lift the Stay in the District of Massachusetts that was entered following Purdue’s Notice of Bankruptcy. On April 9, 2021, Purdue filed another follow-on lawsuit asserting infringement of U.S. Patent No. 10,407,434. The Company responded to Purdue’s complaint with a motion to dismiss. On May 21, 2021, and in response to the Company’s motion to dismiss, Purdue filed an amended complaint. The Company renewed its motion to dismiss on June 4, 2021, arguing: (i) Purdue cannot, as a matter of law, state a claim for infringement under § 271(e)(2)(A); (ii) Purdue cannot, as a matter of law, state a claim for product-by-process infringement under §271(g); and (iii) Purdue has not alleged facts sufficient to support any indirect infringement theory under §271(b) or (c). The Court held a hearing on the Company’s motion to dismiss on October 13, 2021.

Like the prior follow-on lawsuits, the ’434 patent litigation was consolidated into the lead case and a scheduling order was entered. On May 15, 2023, the Court issued an order that: (i) vacated the existing deadlines with respect to the ʼ933, ʼ919, and ʼ434 patents and stayed the case pending the Federal Circuit’s decision in a different litigation that invalidated certain claims of the ʼ933 and ʼ919 patents; and (ii) continued the existing stay concerning the ʼ961 patent pending resolution of Purdue’s appeal rights relating to the decision invalidating the claims of the ʼ961 patent.

A successor to Purdue, known as Knoa Pharma LLC, came into existence on or about May 1, 2026, and was substituted as plaintiff in the consolidated action by an order dated July 16, 2026. The parties filed a joint statement with the court on July 8, 2026, indicating that the plaintiff intends to “share with Collegium a draft amended/supplemental complaint, to remove any invalidated claims and/or any grounds of infringement that are no longer applicable, and to add any claims/patents that have issued during the pendency of the case stay.” The joint statement further stated that “[t]he parties then can meet and confer to determine what impact such pleading would have on pending motions and the case schedule the parties may propose to the Court.” Plaintiff has since filed a supplemental and amended complaint, alleging infringement of the previously asserted ’933 and ’434 patents and U.S. Patent No. 11,236,098. On October 13, 2026, the Company filed a motion to dismiss some, but not all, counts from the supplemental and amended complaint. The Court scheduled a hearing on the motion for December 21, 2026. The Court has not set a schedule for discovery or trial.

The remaining patents-in-suit in the lead consolidated action in the District of Massachusetts are the ʼ933, ʼ098, and ʼ434 patents. Knoa has made a demand for monetary relief, requested a judgment of infringement, and an injunction on the sale of the Company’s products accused of infringement. The Company has denied all claims and has requested a judgment that the remaining asserted patents are invalid and/or not infringed; the Company is also seeking a judgment that the case is exceptional and has requested an award of the Company’s attorneys’ fees for defending the case.

The Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Nucynta Litigation

On February 7, 2018, Purdue filed a patent infringement suit against the Company in the U.S. District Court for the District of Delaware, in which it argues that the Company’s sale of immediate-release and extended-release Nucynta infringes U.S. Patent Nos. 9,861,583, 9,867,784, and 9,872,836. On December 6, 2018, the Company filed an Amended Answer asserting an affirmative defense for patent exhaustion. On December 10, 2018, the Court granted the parties’ stipulation for resolution of the Company’s affirmative defense of patent exhaustion and stayed the action, with the exception of briefing on and resolution of the Company’s Motion for Judgment on the Pleadings related to patent exhaustion and any discovery related to that Motion.

Also, on December 10, 2018, the Company filed a Rule 12(c) Motion for Judgment on the Pleadings, arguing that Purdue’s claims were barred by the doctrine of patent exhaustion. On June 19, 2019, the Court issued an order calling for discovery on a factual predicate for the patent exhaustion defense and noted that the case remained “stayed with the exception of discovery and briefing on and resolution of the Company’s anticipated motion for summary judgment based on patent exhaustion.”

On September 19, 2019, Purdue notified the Court of its bankruptcy filing and sought an automatic stay of proceedings, which was granted. The Nucynta litigation currently remains subject to the bankruptcy stay. Although the bankruptcy plan has been confirmed, neither Purdue nor its successor, Knoa Pharma LLC, has taken action to have the stay lifted.

On February 2, 2026, Grünenthal GmbH filed a complaint in the United States District Court for the District of New Jersey for patent infringement naming as defendants the Company along with Hikma Pharmaceuticals USA Inc. and Hikma Pharmaceuticals PLC (collectively “Hikma”). The complaint alleges that a future launch of an authorized generic to the Company’s Nucynta ER by Hikma will occur and that such a launch would infringetwo patents owned by Grünenthal and licensed by the Company. The complaint further alleges that the Company has or will infringe the patents by contributing to or inducing direct infringement by Hikma. The patents are United States Patent Nos. 8,536,130 and 11,344,512, both listed in the Orange Book for Nucynta ER. Hikma has requested that the Company defend and indemnify Hikma with respect to the complaint.

The Company licensed the rights to make, sell, and have sold Nucynta ER in the United States from Grünenthal (among other rights) under the Grünenthal License and believed that it had all necessary rights to make and sell the authorized generic product to Hikma.

As described in Note 5, pursuant to the Settlement Agreement entered into on October 15, 2026, Grünenthal agreed to dismiss its claims against the Company and Hikma. The court entered an order dismissing the lawsuit in its entirety with prejudice on October 16, 2026.

Opioid-Related Request, Subpoenas, and Litigation

The Company, like several other pharmaceutical companies, has received subpoenas or civil investigative demands related to opioid sales and marketing practices, from the Offices of the Attorney General of Washington, New Hampshire, Maryland, and Massachusetts.

On December 16, 2021, the Company entered into an Assurance of Discontinuance with the Massachusetts Attorney General’s Office. The Company is currently cooperating with each of the remaining states in their respective investigations.

On July 27, 2026, several dozen third-party payors filed an action against the Company, other pharmaceutical manufacturers, distributors, pharmacies and other defendants in the Court of Common Pleas of Philadelphia County, Pennsylvania, captioned Plumbers’ Local Union No. 690 Industry Funds et al. v. Purdue Pharma L.P. et al. The complaint alleges that the Company marketed and promoted Nucynta and Xtampza ER to encourage continued opioid prescribing, and asserts claims including violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, statutory consumer fraud, negligence per se, aiding and abetting, conspiracy, public nuisance and unjust enrichment. On October 19, 2026, one of the defendants removed the case to the United States District Court for the Eastern District of Pennsylvania. Collegium intends to contest the plaintiffs’ claims on the law and the facts. The Company plans to defend this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

Alvogen

On September 7, 2018, BDSI filed a complaint for patent infringement in District Court for the District of Delaware against Alvogen Pb Research & Development LLC, Alvogen Malta Operations Ltd., Alvogen Pine Brook LLC, Alvogen, Incorporated, and Alvogen Group, Incorporated (collectively, “Alvogen”), asserting that Alvogen infringed BDSI’s Orange Book-listed patents for Belbuca, including U.S. Patent Nos. 8,147,866, 9,655,843 and 9,901,539(collectively, “the BEMA patents”). This complaint followed receipt by BDSI on July 30, 2018 of a Paragraph IV Patent Certification from Alvogen stating it had filed anabbreviated New Drug Application (“ANDA”)with the FDA for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, 600 mcg, 750 mcg and 900 mcg.

A three-day bench trial was held from March 1-3, 2021. On December 20, 2021, the Court issued an opinion upholding the validity of certain claims in BDSI’s ʼ866 patent and certain claims in the ’539 patent. The Court entered final judgment on January 21, 2022 upholding the validity of claims of the ’866 and ’539 patents and finding that Alvogen infringed those claims and thereby extended the effective date of any final approval by the FDA of Alvogen’s ANDA until December 21, 2032, (the expiration date of the ’539 patent) and enjoining Alvogen from commercially launching its ANDA products until December 21, 2032.

Alvogen filed a notice of appeal to the Federal Circuit seeking to reverse the Court’s final judgment. Separately, BDSI filed a cross-appeal to the Federal Circuit seeking to reverse the Court’s opinion that claims 3 and 10 of the ʼ866 patent and claims 8, 9 and 20 of the ’843 patent are invalid and thus, Alvogen is not liable for infringement of those claims, as well as any other ruling decided adversely to BDSI. On December 21, 2022, the Federal Circuit affirmed the district court judgment that certain claims of the ʼ866 and ʼ539 patent were not invalid as obvious. The Federal Circuit also vacated the district court’s judgment that certain claims of the ʼ866 and ʼ843 patent were invalid as obvious and remanded to the district court for further proceedings. The mandate was issued on February 10, 2023.

Alvogen sent the Company a new notice letter, received on June 9, 2025, claiming that its buprenorphine film products do not infringe the ’539 patent. The letter did not dispute the ’866 patent, which remains valid and infringed by Alvogen until 2027. In response, on July 22, 2025, BDSI filed a motion to enforce the January 21, 2022 Final Judgement, concerning Alvogen’s infringement of the ’539 patent. The Court denied this motion on January 12, 2026 on procedural grounds. Additionally, on July 24, 2025, BDSI filed a patent infringement lawsuit based on the new notice letter, triggering a thirty-month stay on FDA approval. The complaint was served on October 20, 2025. A trial date has been set for April 12, 2027. The Company remains firmly committed to defending its intellectual property rights against Alvogen. The Company plans to litigate this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

Chemo Research, S.L.

On March 1, 2019, BDSI filed a complaint for patent infringement in the District Court for the District of Delaware against Chemo Research, S.L., Insud Pharma S.L., IntelGenx Corp., and IntelGenx Technologies Corp. (collectively, the “Chemo Defendants”), asserting that the Chemo Defendants infringe the BEMA patents. This complaint followed receipt by BDSI on January 31, 2019, of a Notice Letter from Chemo Research S.L. stating that it had filed with the FDA an ANDA containing a Paragraph IV Patent Certification, for a generic version of Belbuca Buccal Film in strengths 75 mcg, 150 mcg, 300 mcg, 450 mcg, and 900 mcg.

Chemo agreed to be bound by the decision of the Court with respect to the validity of the BEMA patents as disputed between BDSI and Alvogen. Accordingly, the December 20, 2021 ruling of the Court upholding the validity of certain claims of the BEMA patents is binding upon Chemo. In March 2022, the Court vacated the bench trial set to begin April 25, 2022 to address the remaining Chemo infringement claims. The Court has not yet set a new trial date.

On August 1, 2022, BDSI received a second Paragraph IV certification notice letter from Chemo indicating it amended its ANDA to: (i) withdraw its generic version of the 75 mcg and 150 mcg strengths of Belbuca; and (ii) include its generic version of the 600 mcg and 750 mcg strengths of Belbuca, in addition to the 300 mcg, 450 mcg, and 900 mcg strengths identified in the first Chemo Paragraph IV certification notice letter. In response, BDSI filed a complaint for patent infringement in Federal District Court for the District of Delaware. Chemo answered the complaint on December 1, 2022. The Court has not yet set a schedule for this litigation.

On August 24, 2022, the Court instructed the parties to update the Court at such time as the FDA addresses Chemo’s July 29, 2022 response to the FDA. On February 8, 2023, the Court denied Chemo’s request for a trial date in the spring, and again instructed the parties to update the Court at such time as the FDA addresses Chemo’s July 29, 2022 response to the FDA. Chemo received a third Complete Response Letter in April 2023. Chemo received a fourth Complete Response Letter in March 2024. Chemo received a fifth Complete Response Letter in January 2025. Chemo received a sixth Complete Response Letter in March 2026.

The Company plans to litigate this case vigorously. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss, if any.

As it has done in the past, the Company intends to vigorously defend its intellectual property against assertions of invalidity or non-infringement.

Ascent Pharmaceuticals

On June 4, 2026, Collegium received a Paragraph IV Notice Letter from Ascent Pharmaceuticals stating that Ascent had submitted an ANDA for a generic version of Belbuca. Specifically, the Notice Letter challenges the ’539 patent, which expires in December 2032, on grounds that it is allegedly invalid. On July 16, 2026, the Company filed a complaint for patent infringement against Ascent in the District of Delaware, initiating Hatch-Waxman litigation and thus triggering a 30-month stay. On September 22, 2026, Ascent filed a motion to dismiss the complaint based on a recent decision of the U.S. Supreme Court. On October 20, 2026, Collegium filed an amended complaint, rendering Ascent’s motion to dismiss moot. The Company remains confident in the strength of the ’539 patent and intends to vigorously defend its intellectual property.

David Lickrish, as legal assignee of North Sound Pharmaceuticals, Inc. (In Official Liquidation)

In May 2025, David Lickrish as legal assignee of North Sound Pharmaceuticals & Development, Inc. (“NSP”) filed a Request for Arbitration against Ironshore Pharmaceuticals & Development, Inc. (“IPD”), a wholly owned subsidiary of Ironshore. The claims in the Request are based on allegations that relate to contracts between IPD and NSP and acts that occurred prior to Collegium’s acquisition of Ironshore. Specifically, it is alleged that IPD violated a License and Assignment Agreement with NSP and committed business torts by forcing NSP into liquidation. The Request for Arbitration seeks compensatory damages, estimated to be in excess of $204,000. Collegium’s response to the claims was filed on August 29, 2025. The three-member arbitration panel has entered its terms of reference and procedural orders, and the arbitration hearing is scheduled for March 29 through April 5, 2027. Collegium intends to vigorously defend against the claims. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

Walgreen Co. v. Collegium Pharmaceutical, Inc. (Xtampza and Nucynta)

Walgreen Co. (“Walgreens”) filed a lawsuit in June 2025 in the United States District Court for the Northern District of Illinois, alleging that Collegium owes more than $14,000 in credits for product returned or attempted to be returned between 2020 and 2023 pursuant to Collegium’s returns policy. Walgreens alleges that the returns policy constitutes a contract between Walgreens and Collegium and seeks to plead claims for breach of contract and, in the alternative, unjust enrichment. Collegium filed a motion to dismiss on August 12, 2025. The Court stayed party discovery pending the outcome of the motion to dismiss but allowed third-party written discovery to commence. On February 18, 2026, the Court granted Collegium’s motion to dismiss for lack of personal jurisdiction. Walgreens then refiled its complaint on March 12, 2026 in the United States District Court for the District of Massachusetts, adding new counts for breach of the implied covenant of good faith and fair dealing and unfair and deceptive business practices under Mass. Gen. Laws ch. 93A, along with a demand for attorneys’ fees and treble damages. On May 1, 2026, Collegium filed a motion to dismiss. On August 19, 2026, the Court granted the motion in part and denied it in part, dismissing the breach of contract and breach of implied covenant of good faith and fair dealing claims and permitting the Chapter 93A and unjust enrichment claims to proceed. On September 16, 2026, Collegium filed a third-party complaint against Walgreens’ reverse distributor, Inmar Rx Solutions, Inc., asserting claims for contribution, indemnification, breach of contract (third-party beneficiary) and tortious interference with contract. Inmar’s response to the third-party complaint is due November 12, 2026, and discovery is underway. Collegium has tendered its defense to a third party which has agreed to defend and indemnify Collegium, subject to a reservation of rights. Collegium intends to vigorously defend against the claims. At this stage, the Company is unable to evaluate the likelihood of an unfavorable outcome or estimate the amount of potential loss, if any.

18. Income Taxes

The Company is subject to U.S. federal and state income taxes, as well as foreign income taxes. The income tax provision for interim periods reflects the Company’s estimate of the annual effective tax rate expected to be applicable for the full fiscal year, adjusted for any discrete items which are recorded in the period in which they occur.

The following table presents information regarding the Company’s income tax expense recognized for the three and nine months ended September 30, 2026 and 2025:

The provision for income taxes for the three and nine months ended September 30, 2026 reflects the estimated annual effective tax rate as adjusted for the discrete nondeductible costs, including, but not limited to, certain transaction costs related to the Azstarys Acquisition, discrete excess tax benefits related to stock-based compensation, and a discrete benefit for the partial release of the valuation allowance related to Swiss net operating losses, driven by a tax law change enacted in September 2026.

The Company provides a valuation allowance when it is more likely than not that deferred tax assets will not be realized. In determining the extent to which a valuation allowance is required, the Company evaluates all available evidence including projections of future taxable income, carry back opportunities, reversal of certain deferred tax liabilities, and other tax planning strategies. The Company has maintained a valuation allowance on the portion of its U.S. state deferred tax assets that are not more likely than not to be realized due to tax limitations or other conditions as of September 30, 2026. The Company has also maintained a valuation allowance on the portion of the deferred tax asset associated with Swiss net operating losses acquired in the Azstarys Acquisition that is not more likely than not to be realized due to tax limitations or other conditions as of September 30, 2026.

On September 18, 2026, the Swiss Federal Council set January 1, 2028 as the entry-into-force date for Motion 21.3001, which extends the carryforward period for net operating losses from 7 years to 10 years for losses incurred in 2020 onwards. This change in tax law was enacted in the third quarter of 2026, and the effect was recognized in that period as a discrete item, resulting in a partial release of the valuation allowance on the Swiss net operating losses acquired in the Azstarys Acquisition. The provision for the three and nine months ended September 30, 2026 includes the discrete deferred tax benefit of $21,000 resulting from the enactment of the change in Swiss tax law.

19. Segment Information

The Company’s product portfolio includes Jornay PM, Azstarys, Belbuca, Xtampza ER, Nucynta IR and Nucynta ER, Nucynta IR AG and Nucynta ER AG, and Symproic. The Company defines its segments on the basis of the way in which internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”) to analyze financial performance, make decisions, and allocate resources. The CODM is the Chief Executive Officer. As the internal reporting is based on the consolidated results, the Company has identifiedone operating and reportable segment and the measure of segment profit or loss is consolidated net income (loss). The CODM uses net income (loss) to assess actual results and considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources.

The financial information regularly provided to the CODM includes consolidated cost of sales information and segment expense categories at a more disaggregated level than the consolidated statement of operations. The significant segment expenses for functional areas exclude stock-based compensation and certain other segment expenses, and are reported for the following functional areas: corporate, medical, technical operations, and commercial. The corporate functional area includes operating expenses related to finance, legal, business development, and other administrative activities, excluding stock-based compensation and other segment expenses (“Corporate Expenses”). The medical functional area includes operating expenses related to medical affairs, regulatory, pharmacovigilance and other medical-related activities, excluding stock-based compensation and other segment expenses (“Medical Expenses”). The technical operations functional area includes non-inventoriable operating expenses related to supply chain, product quality, information technology and other technical activities, excluding stock-based compensation and other segment expenses (“Technical Operations Expenses”). The commercial function includes operating expenses related to sales, marketing, market access, and other commercial activities, excluding stock-based compensation and other segment expenses (“Commercial Expenses”). Stock compensation is a significant segment expense and other segment expenses are included in Other segment items or separately stated in the table below.

The table below provides information about the Company’s segment, including segment expenses, and a reconciliation to net income (loss):

(1) – Other segment items are primarily acquisition-related expenses, expenses related to the transition of certain of the Company’s executives, and fair value remeasurement of contingent consideration.

Depreciation expense was $491 and $1,033 in the three months ended September 30, 2026 and 2025, respectively. Intangible asset amortization expense was $55,346 and $55,473 in the three months ended September 30, 2026 and 2025, respectively. Depreciation expense was $2,766 and $3,259 in the nine months ended September 30, 2026 and 2025, respectively. Intangible asset amortization expense was $173,772 and $166,419 in the nine months ended September 30, 2026 and 2025, respectively.

20. Subsequent Events

On October 15, 2026, the Company and Grünenthal entered into the Settlement Agreement and the Company paid the $17,000 Settlement Payment described in Note 5. Upon payment, the Grünenthal License terminated and all obligations of the Company with respect to royalties under the Grünenthal License were fully and finally discharged. The terms of the Settlement Agreement were consistent with the Grünenthal MOU entered into in September 2026, which was binding as of September 30, 2026, and the Company therefore recognized the Grünenthal Settlement in the three months ended September 30, 2026 (refer to Note 5, License Agreements).