8-K
COLLEGIUM PHARMACEUTICAL, INC (COLL)
8-K
2026-01-08
For: 2026-01-08
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2026
COLLEGIUM PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 001-37372 | 03-0416362 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> of Incorporation or Organization) | (Commission<br> File Number) | (IRS Employer Identification<br><br> No.) |
| 100 Technology Center Drive | ||
| --- | ||
| Suite 300 | ||
| Stoughton, MA 02072 | ||
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
(781) 713-3699
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | COLL | The NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
|---|
On January 8, 2026, Collegium Pharmaceutical, Inc. (the “Company”) issued a press release announcing full-year revenue and adjusted EBITDA guidance for 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 7.01 of this Current Report on Form 8-K.
In addition, on January 8, 2026, the Company posted a corporate presentation to its website that representatives of the Company may use from time to time in presentations or discussions with investors, analysts or other parties. A copy of the presentation is attached hereto as Exhibit 99.2 and is being furnished, not filed, under Item 7.01 of this Current Report on Form 8-K.
To the extent that the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, are not descriptions of historical facts regarding the Company, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as “predicts,” “forecasts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, include, among others, statements related to the Company’s full-year 2026 financial guidance, including projected product revenue, adjusted operating expenses and adjusted EBITDA, current and future market opportunities for its products and the Company’s assumptions related thereto, expectations (financial or otherwise) and intentions, and other statements that are not historical facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the Company's current expectations. Actual results may differ materially from management’s expectations and such forward-looking statements in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, could be affected as a result of various important factors, including risks relating to, among others: unknown liabilities; risks related to future opportunities and plans for the Company’s products, including uncertainty of the expected financial performance of such products; unknown liabilities; the Company’s ability to commercialize and grow sales of its products; the Company’s ability to manage its relationships with licensors; the success of competing products that are or become available; the Company’s ability to maintain regulatory approval of its products, and any related restrictions, limitations, and/or warnings in the label of an approved product; the size of the markets for the Company’s products, and the Company’s ability to service those markets; the Company’s ability to obtain reimbursement and third-party payor contracts for its products; the rate and degree of market acceptance of the Company’s products; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for the Company’s products; the outcome of any patent infringement or other litigation that may be brought by or against the Company; the outcome of any governmental investigation related to the Company’s business; the Company’s ability to secure adequate supplies of active pharmaceutical ingredient for each of its products and manufacture adequate supplies of commercially saleable inventory; the Company’s ability to obtain funding for its operations and business development; regulatory developments in the U.S.; the Company’s expectations regarding its ability to obtain and maintain sufficient intellectual property protection for its products; the Company’s ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; the Company’s customer concentration; and the accuracy of the Company’s estimates regarding expenses, revenue, capital requirements and need for additional financing. These and other risks are described under the heading "Risk Factors" in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Committee. Any forward-looking statements that the Company makes in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, after the date of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| ExhibitNo. | Description |
| --- | --- |
| 99.1 | Press Release, dated January 8, 2026. |
| 99.2 | Investor Presentation, dated January 8, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 8, 2026 | Collegium Pharmaceutical, Inc. | |
|---|---|---|
| By: | /s/ Colleen Tupper | |
| Name: Colleen Tupper | ||
| Title: Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Collegium Provides 2026 Financial Guidance andBusiness Update
– Product Revenues, Net Expected in theRange of $805 Million to $825 Million –
– Jornay PM^®^ Net RevenueExpected in the Range of $190 Million to $200 Million –
– Adjusted EBITDA* Expected in the Rangeof $455 Million to $475 Million –
STOUGHTON, Mass., January 8, 2026 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL), today announced its 2026 full-year financial guidance and provided a business update.
“2025 was a year of record growth for Collegium and we are excited to begin 2026 with significant momentum for continued success,” said Vikram Karnani, President and Chief Executive Officer. “The outstanding performance of Jornay PM, along with sustained revenue growth across our pain portfolio, has put us in a strong financial position as we enter the year ahead. We remain dedicated to supporting patients with serious medical conditions while delivering value to our shareholders through strong commercial execution, strategic business development, and disciplined capital deployment.”
“We are on track to achieve our recently increased financial guidance for 2025 and expect additional topline revenue growth in 2026 to be driven largely by increasing Jornay PM sales,” said Colleen Tupper, Chief Financial Officer. “In addition, we look forward to executing our capital deployment strategy which balances paying down debt, opportunistically repurchasing shares, and actively evaluating opportunities to expand and diversify our portfolio through business development.”
Recent Business Highlights
| • | Based on continued strength across the Company’s ADHD and pain portfolios,<br>raised full-year 2025 financial guidance in November 2025 to be in the range of $775 to $785 million for net revenue with adjusted<br>EBITDA in the range of $460 to $470 million, with annual results expected to be reported in February 2026. |
|---|---|
| • | In late December, announced the successful closing of a $980 million syndicated<br>credit facility which was used in part to repay the remaining $581 million of principal representing the entire remaining balance of our<br>previous $646 million term loan secured from funds managed by Pharmakon Advisors, LP. The new aggregate credit facility consists<br>of a five-year $580 million senior secured term loan, $300 million delayed draw term loan, and $100 million revolving credit facility<br>(collectively the “Credit Facility”). The reduced rate on the new Credit Facility immediately results in meaningful annualized<br>interest savings. The delayed draw term loan and revolving credit facility, both currently undrawn, are available to be used for general<br>corporate purposes, including to partially fund potential future business development opportunities. |
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| • | Entered into supply and quality agreements with Hikma Pharmaceuticals USA<br>Inc. (“Hikma”), in connection with the authorized generic (“AG”) agreement Collegium previously announced in April 2024.<br>Hikma will have the exclusive right to sell the Collegium-supplied authorized generic versions of Nucynta^®^ and<br>Nucynta^®^ ER in the United States. Hikma is expected to launch authorized generic versions of Nucynta ER in Q1<br>2026 and Nucynta the earlier of December 2026 or upon the launch of a third-party generic equivalent. Collegium will receive a significant<br>share of net profits of the AG products which would decline based on the number of third-party generic equivalents sold for each product,<br>if any. |
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Financial Guidance for 2026
| • | Product revenues, net are expected in the range<br>of $805 million to $825 million. |
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| • | Jornay PM net revenue is expected in the range<br>of $190 million to $200 million. |
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| • | Adjusted EBITDA is expected in the range of $455<br>million to $475 million. |
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* Non-GAAP financial measure. Please refer to the “Non-GAAPFinancial Measures” section for details regarding these measures.
About Collegium Pharmaceutical, Inc.
Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and a rapidly growing neuropsychiatry business driven by Jornay PM^®^, a differentiated treatment for ADHD. Collegium’s strategy includes growing its commercial portfolio, with Jornay PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium’s headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company’s website at www.collegiumpharma.com.
Non-GAAP Financial Measures
To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.
In this press release we discuss the following financial measures that are not calculated in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:
| · | adjusted EBITDA excludes depreciation and amortization, and, although these<br>are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which<br>are not reflected in adjusted EBITDA; |
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| · | adjusted EBITDA does not reflect changes in, or cash requirements for, working<br>capital needs; |
| --- | --- |
| · | adjusted EBITDA does not reflect the benefit from or provision for income<br>taxes or the cash requirements to pay taxes; |
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| · | adjusted EBITDA does not reflect historical cash expenditures or future requirements<br>for capital expenditures or contractual commitments; |
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| · | we exclude stock-based compensation expense from adjusted EBITDA although:<br>(i) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important<br>part of our compensation strategy; and (ii) if we did not pay out a portion of our compensation in the form of stock-based compensation,<br>the cash salary expense included in operating expenses would be higher, which would affect our cash position; |
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| · | we exclude impairment expenses from adjusted EBITDA and, although these are<br>non-cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected<br>in adjusted EBITDA; |
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| · | we exclude restructuring expenses from adjusted EBITDA. Restructuring expenses<br>primarily include employee severance and contract termination costs that are not related to acquisitions. The amount and/or frequency<br>of these restructuring expenses are not part of our underlying business; |
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| · | we exclude litigation settlements and contingencies that are subject to recovery<br>from adjusted EBITDA, as well as any applicable income items or, credit adjustments, or recoveries due to subsequent changes in estimates.<br>This does not include our legal fees to defend claims, which are expensed as incurred; |
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| · | we exclude acquisition related expenses as the amount and/or frequency of<br>these expenses are not part of our underlying business. Acquisition related expenses include transaction costs, which primarily consisted<br>of financial advisory, banking, legal, and regulatory fees, and other consulting fees, incurred to complete the acquisition, employee-related<br>expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims<br>that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition related expenses incurred; |
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| · | we exclude recognition of the step-up basis in inventory from acquisitions<br>(i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing<br>expense associated with sale of our products as part of our underlying business; |
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| · | we exclude losses on extinguishments of debt as these expenses are episodic<br>in nature and do not directly correlate to the cost of operating our business on an ongoing basis; |
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| · | we exclude executive transition expenses from adjusted EBITDA as the amount<br>and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing<br>basis; and |
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| · | we exclude other expenses, from time to time, that are episodic in nature<br>and do not directly correlate to the cost of operating our business on an ongoing basis. |
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as "predicts," "forecasts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this press release include, among others, statements related to our 2025 and 2026 financial guidance, including projected product revenues, adjusted operating expenses and adjusted EBITDA, statements related to the projected launch of the authorized generic versions of Nucynta and Nucynta ER and anticipated shared net profits following the launch of such authorized generic versions, statements related to current and future market opportunities for our products and our assumptions related thereto, expectations (financial or otherwise) and intentions, and other statements that are not historical facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company's current expectations, including risks relating to, among others: unknown liabilities; risks related to future opportunities and plans for our products, including uncertainty of the expected financial performance of such products; our ability to commercialize and grow sales of our products; our ability to manage our relationships with licensors; the success of competing products that are or become available; our ability to maintain regulatory approval of our products, and any related restrictions, limitations, and/or warnings in the label of our products; the size of the markets for our products, and our ability to service those markets; our ability to obtain reimbursement and third-party payor contracts for our products; the rate and degree of market acceptance of our products; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for our products; the outcome of any patent infringement or other litigation that may be brought by or against us; the outcome of any governmental investigation related to our business; our ability to secure adequate supplies of active pharmaceutical ingredient for each of our products and manufacture adequate supplies of commercially saleable inventory; our ability to obtain funding for our operations and business development; regulatory developments in the U.S.; our expectations regarding our ability to obtain and maintain sufficient intellectual property protection for our products; our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; our customer concentration; and the accuracy of our estimates regarding expenses, revenue, capital requirements and need for additional financing. These and other risks are described under the heading "Risk Factors" in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
**Investor Contacts:**Ian Karp
Head of Investor Relations
ir@collegiumpharma.com
Danielle Jesse
Director, Investor Relations
ir@collegiumpharma.com
Exhibit 99.2
| Investor<br>Presentation<br>January 2026 | Nasdaq: COLL<br>Healthier people.<br>Stronger communities. |
|---|---|
| Forward-Looking Statements<br>This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as "predicts," "forecasts," "believes," "potential," "proposed," "continue," "estimates," "anticipates," "expects," "plans," "intends,"<br>"may," "could," "might," "should" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking statements contained in this presentation include, among others, statements related to our full-year 2025 or 2026<br>financial guidance, including projected product revenue, adjusted operating expenses and adjusted EBITDA, current and future market opportunities for our products and our assumptions related thereto, expectations (financial or otherwise) and intentions, and other statements that are not<br>historical facts. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company's current expectations, including risks relating to, among others: unknown liabilities; risks<br>related to future opportunities and plans for our products, including uncertainty of the expected financial performance of such products; our ability to commercialize and grow sales of our products; our ability to manage our relationships with licensors; the success of competing products that are or<br>become available; our ability to maintain regulatory approval of our products, and any related restrictions, limitations, and/or warnings in the label of our products; the size of the markets for our products, and our ability to service those markets; our ability to obtain reimbursement and third-party<br>payor contracts for our products; the rate and degree of market acceptance of our products; the costs of commercialization activities, including marketing, sales and distribution; changing market conditions for our products; the outcome of any patent infringement or other litigation that may be<br>brought by or against us; the outcome of any governmental investigation related to our business; our ability to secure adequate supplies of active pharmaceutical ingredient for each of our products and manufacture adequate supplies of commercially saleable inventory; our ability to obtain<br>funding for our operations and business development; regulatory developments in the U.S.; our expectations regarding our ability to obtain and maintain sufficient intellectual property protection for our products; our ability to comply with stringent U.S. and foreign government regulation in the<br>manufacture of pharmaceutical products, including U.S. Drug Enforcement Agency compliance; our customer concentration; and the accuracy of our estimates regarding expenses, revenue, capital requirements and need for additional financing. These and other risks are described under the<br>heading "Risk Factors" in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking statements that we make in this presentation speak only as of the date of this presentation. We assume no obligation to update our forward-looking<br>statements whether as a result of new information, future events or otherwise, after the date of this presentation.<br>Non-GAAP Financial Measures<br>To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide<br>analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial<br>measures, primarily Adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.<br>In this presentation, we discuss the following financial measures that are not calculated in accordance with GAAP, to supplement our consolidated financial statements presented on a GAAP basis.<br>Adjusted EBITDA<br>Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that<br>occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.<br>There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:<br>• adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;<br>• adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;<br>• adjusted EBITDA does not reflect the benefit from or provision for income taxes or the cash requirements to pay taxes;<br>• adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;<br>• we exclude stock-based compensation expense from adjusted EBITDA although: (i) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; and (ii) if we did not pay out a portion of our<br>compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;<br>• we exclude impairment expenses from adjusted EBITDA and, although these are non-cash expenses, the asset(s) being impaired may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;<br>• we exclude restructuring expenses from adjusted EBITDA. Restructuring expenses primarily include employee severance and contract termination costs that are not related to acquisitions. The amount and/or frequency of these restructuring expenses are not part of our underlying business;<br>• we exclude litigation settlements and contingencies that are subject to recovery from adjusted EBITDA, as well as any applicable income items, credit adjustments, or recoveries due to subsequent changes in estimates. This does not include our legal fees to defend claims, which are expensed as<br>incurred;<br>• we exclude acquisition related expenses as the amount and/or frequency of these expenses are not part of our underlying business. Acquisition related expenses include transaction costs, which primarily consisted of financial advisory, banking, legal, and regulatory fees, and other consulting<br>fees, incurred to complete the acquisition, employee-related expenses (severance cost and benefits) for terminated employees after the acquisition, legal defense expenses for specific acquired claims that relate to acts that occurred prior to our acquisition, and miscellaneous other acquisition<br>related expenses incurred;<br>• we exclude recognition of the step-up basis in inventory from acquisitions (i.e., the adjustment to record inventory from historic cost to fair value at acquisition) as the adjustment does not reflect the ongoing expense associated with sale of our products as part of our underlying business;<br>• we exclude losses on extinguishments of debt as these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis;<br>• we exclude executive transition expenses from adjusted EBITDA as the amount and/or frequency of these expenses are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis; and<br>• we exclude other expenses, from time to time, that are episodic in nature and do not directly correlate to the cost of operating our business on an ongoing basis.<br>Adjusted Operating Expenses<br>Adjusted operating expenses is a non-GAAP financial measure that represents GAAP operating expenses adjusted to exclude stock-based compensation expense, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations.<br>Adjusted Net Income and Adjusted Earnings Per Share<br>Adjusted net income is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude significant income and expense items that are non-cash or not indicative of ongoing operations, including consideration of the tax effect of the adjustments. Adjusted earnings per<br>share is a non-GAAP financial measure that represents adjusted net income per share. Adjusted weighted-average shares - diluted is calculated in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security.<br>Reconciliations of adjusted EBITDA and adjusted operating expenses to the most directly comparable GAAP financial measures are included in this presentation.<br>The Company has not provided a reconciliation of its full-year 2025 or 2026 guidance for adjusted EBITDA or adjusted operating expenses to the most directly comparable forward-looking GAAP measures, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of<br>Regulation S-K, because the Company is unable to predict, without unreasonable efforts, the timing and amount of items that would be included in such a reconciliation, including, but not limited to, stock-based compensation expense, acquisition related expense and litigation settlements. These<br>items are uncertain and depend on various factors that are outside of the Company’s control or cannot be reasonably predicted. While the Company is unable to address the probable significance of these items, they could have a material impact on GAAP net income and operating expenses for the<br>guidance period. A reconciliation of adjusted EBITDA or adjusted operating expenses would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors. | |
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| 3<br>Building a Leading, Diversified Biopharmaceutical Company<br>1. This financial data is calculated based on data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025. 2025 guidance represents the mid-point of financial guidance ranges.<br>2. Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2.<br>Healthier people.<br>Stronger communities.<br>DIFFERENTIATED MEDICINES<br>$465M<br>2025 Expected<br>Adjusted EBITDA1,2<br>$780M<br>2025 Expected<br>Product Sales1<br>~430<br>Employees<br>2<br>Current focus areas:<br>Severe pain &<br>ADHD<br>BY THE NUMBERS | |
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| Committed to Making a Positive Difference for Patients and<br>the Communities We Serve<br>4<br>Delivering differentiated medicines<br>that uniquely serve patient unmet need<br>Keeping Patients at the<br>Center of Everything We Do<br>Leading with science<br>Operating with integrity<br>Investing in our people<br>Investing in Our<br>People and Communities<br>Fostering an engaging, collaborative,<br>and respectful corporate culture<br>Doing Good as We Do Well<br>4 | |
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| Building a portfolio of diversified<br>and differentiated medicines<br>Path to Building a Leading, Diversified Biopharmaceutical Company<br>5<br>1990s – 2000s<br>Rise of opioid<br>epidemic in the U.S.<br>2016<br>FDA approved<br>Xtampza® ER formulated<br>with proprietary abuse-deterrent technology,<br>DETERx®<br>2018 – 2020<br>In-licensed and acquired the<br>Nucynta Franchise, propelling<br>Collegium into profitability<br>2022<br>Acquired Belbuca®,<br>solidifying leadership in<br>responsible pain<br>management<br>2024<br>Acquired Jornay PM®, expanding<br>commercial presence to neuropsychiatry<br>2015<br>Initial Public Offering<br>2026 and Beyond<br>Founded to address opioid<br>epidemic with abuse-deterrent pain medicines<br>2002<br>History of becoming the leader in<br>responsible pain management<br>Beginning of<br>diversification strategy | |
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| Collegium’s Vision for the Next Phase of Growth<br>6<br>Time<br>Opportunity<br>FUTURE<br>FURTHER EXPANSION<br>Product diversification and capital deployment<br>NEUROPSYCHIATRY<br>PAIN PORTFOLIO<br>FUTURE | |
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| 2026 Guidance Range2 YoY Change3<br>Product Revenues, Net $805 – 825M +4%<br>Jornay PM Revenue, Net $190 – 200M +32%<br>Adjusted EBITDA1 $455 – 475M Flat<br>2026 Financial Guidance<br>7<br>1. Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2.<br>2. This financial data was provided by Collegium in its press release on Form 8-K filed with the SEC on January 8, 2026.<br>3. This financial data is calculated based on data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025, and January 8, 2026. The estimated year-over-year change represents the mid-point of<br>2025 financial guidance ranges compared to the mid-point of 2026 financial guidance ranges. | |
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| Drive significant growth for<br>Jornay PM<br>8<br>Strategic Priorities to Drive Value Creation<br>✓ Grows revenue<br>✓ Extends longevity<br>✓ Increases profitability<br>✓ Generates robust cash flows<br>✓ Diversifies portfolio<br>✓ Strengthens balance sheet<br>VALUE<br>CREATION<br>2026 Strategic Priorities<br>Maximize the durability of the<br>Pain Portfolio<br>Strategically deploy capital<br>• Business development<br>• Debt repayment<br>• Share repurchases | |
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| Successful Track Record of Growth and Strategic Capital Deployment<br>Strong Commercial Execution Robust Financial Results Strategic Capital Deployment<br>$1.6B<br>Invested in business development to date4<br>1. Unless otherwise noted, this financial data was provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025.<br>2. This financial data was calculated based on data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025 and January 8, 2026. Estimates for 2025 and 2026 represent the mid-point of financial<br>guidance ranges.<br>3. Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2.<br>4. Represents the sum of the purchase price consideration paid for the Nucynta acquisition in 2020, the BDSI acquisition in 2022, and the Ironshore acquisition in 2024 as disclosed on Annual Reports on Form 10-K filed with the SEC on<br>February 25, 2021, February 23, 2023, and February 27, 2025, respectively.<br>5. This financial data was provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025.<br>$222M<br>Share repurchases conducted since inception1<br>$150M share repurchase program authorized by<br>Board through December 20265<br>9<br>Adjusted EBITDA1,3<br>$464M<br>$567M<br>$631M<br>$780M2<br>$815M2<br>2022 2023 2024 2025E 2026E<br>$266M<br>$367M<br>$401M<br>$465M2 $465M2<br>2022 2023 2024 2025E 2026E<br>Product Revenues, Net1 | |
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| Recent Business Highlights – Q3 20251<br>1. Unless otherwise noted, this financial data was provided by Collegium in its press release on Form 8-K and Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.<br>2. IQVIA NPA through September 2025.<br>3. Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2.<br>4. Net debt/adjusted EBITDA is calculated based on financial data provided by Collegium in its press release on Form 8-K and Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025.<br>Accelerated<br>Commercial Momentum<br>+20% YoY growth<br>in Q3’25 prescriptions2<br>+11% YoY growth<br>in Q3’25 net revenue<br>Pain Portfolio<br>Strategically Deployed Capital<br>and Strengthened Balance Sheet<br>$78M in cash from operations;<br>$286M in cash, cash equivalents, and marketable<br>securities, up $123M from December 2024<br>~1.2x net debt to adjusted EBITDA<br>at end of Q2’253,4<br>$25M Accelerated Share Repurchase<br>completed in July 2025<br>$150M share repurchase program authorized<br>through December 2026<br>10<br>Achieved Top-and<br>Bottom-line Growth<br>Product Revenues, Net<br>$159M<br>Q3’24<br>$209M<br>Q3’25<br>$105M<br>Q3’24<br>$133M<br>Q3’25<br>+31%<br>+27%<br>Adjusted EBITDA3 | |
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| Driving Significant<br>Growth in Jornay PM | |
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| Methylphenidates<br>~25M<br>annual prescriptions<br>Long-acting vs. short-acting<br>Branded vs. generic<br>Stimulants<br>~90M<br>annual prescriptions<br>Overview of U.S. ADHD Market1<br>12<br>Total ADHD Market<br>~100M<br>annual prescriptions<br>+6%<br>CAGR in total ADHD<br>prescriptions 2019-2024<br>Other treatment options<br>include non-stimulants<br>~20,000<br>HCPs writing 1/3 of prescriptions3<br>Concentrated<br>Prescriber Base<br>2<br>Pediatricians<br>42%<br>Psychiatry<br>34%<br>PCP<br>20%<br>Other<br>4%<br>Top HCP Specialties4<br>Other treatment options<br>include amphetamines<br>ADHD Prevalence ~6.5M Pediatrics & Adolescents ~15.5M Adults<br>1. IQVIA NPA monthly data for full-year 2024 unless otherwise noted.<br>2. Danielson et al. 2024; Staley et al. 2024.<br>3. Long-Acting MPH prescribing, IQVIA Xponent November 2025.<br>4. Represents Collegium targets prescriber count by specialty; IQVIA Xponent December 2025. | |
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| Unmet Need Remains Despite Multiple Treatment Options Available<br>HCP’s cite all-day symptom control without<br>the need for a short-acting stimulant add-on<br>as the most significant challenge2<br>Caregivers and adult patients cite challenges<br>waking up in the morning due to<br>uncontrolled ADHD symptoms3<br>TREATMENT CHALLENGES<br>1<br>2<br>1. Survey conducted by ADDitude Magazine from July through December 2023. The survey included more than 11,000 caregivers and patients who were subscribers to ADDitude Magazine. Source: additudemag.com<br>2. ADHD Long-Acting Stimulant Market ATU (Awareness, Trial, & Usage) Market Research Study, completed Q4 2023.<br>3. ATU (Awareness, Trial, & Usage) Market Research Study, completed Q2 2025.<br>Average ADHD patient tries ~3<br>different medicines before finding<br>the right treatment option1 | |
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| 14<br>Highly Differentiated Medicine in the ADHD Market<br>• Highly differentiated central nervous system (CNS) stimulant prescription<br>medicine for the treatment of ADHD in people six years<br>of age and older in the U.S.<br>• Only stimulant ADHD medication with once-daily evening dosing that<br>provides symptom control upon awakening, eliminating need to dose in<br>the morning and wait for onset of action<br>• Smooth symptom control throughout the day, which may eliminate the<br>need for short-acting stimulant add-ons<br>• Slow absorption in colon, providing smooth onset and offset of effect | |
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| Pediatrics/<br>Adolescents<br>~80%<br>Adults<br>~20%<br>Distribution of Patients<br>Prescribed Jornay PM1<br>New Jornay PM prescriptions are most commonly<br>coming from3<br>:<br>1. Switches from other branded/generic MPH4 medicines +++<br>2. Switches from other branded/generic AMP4 medicines ++<br>3. 1st ADHD medicine prescribed +<br>Jornay PM is Prescribed to a Broad Set of Patients<br>15<br>1. IQVIA NPA Extended Insights data for full-year 2024.<br>2. Represents year-over-year growth for Q3 2025 versus Q3 2024 based on IQVIA NPA through September 2025.<br>3. IQVIA Xponent Prescribing Dynamics data through September 2025.<br>4. Abbreviations for “Methylphenidates” and “Amphetamines.”<br>Q3’25 Prescription Growth2<br>• Adult Rxs +29%<br>• Ped/Ado Rxs +18% | |
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| Product Differentiation and Strong Brand Fundamentals<br>Drive Utilization1<br>1. ATU (Awareness, Trial, & Usage) Market Research Study, completed Q2 2025. 16<br>Jornay PM Considered Highly Differentiated Strong Intent to Increase Prescribing<br>#1 highest rated<br>branded ADHD medicine in terms of<br>product differentiation<br>>60%<br>of surveyed HCPs plan to increase prescribing<br>(highest among all other branded ADHD medicines)<br>>70% of patients/caregivers who request Jornay PM from their physician, receive it | |
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| Q3'24 Q3'25 Q3'24 Q3'25<br>Fastest Growing Stimulant for Treatment of ADHD<br>17<br>STRONG<br>AND GROWING<br>PRESCRIBER BASE2<br>GROWTH<br>IN QUARTERLY<br>PRESCRIPTIONS1<br>MARKET SHARE IN<br>BRANDED LONG-ACTING<br>METHYLPHENIDATE<br>MARKET1<br>Q3'24 Q3'25<br>+20% +22%<br>GROWTH IN AVERAGE<br>WEEKLY PRESCRIPTIONS<br>DURING “BACK-TO-SCHOOL” SEASON1<br>July '25 December '25<br>+20%<br>160K<br>192K<br>23K<br>28K<br>17%<br>23%<br>14K<br>17K<br>+6<br>Percentage<br>Points<br>1. IQVIA NPA through December 2025.<br>2. IQVIA Xponent through September 2025; approximate quarterly prescriber counts. | |
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| Investing in Jornay PM to Drive Additional Momentum<br>18<br>1. Increase awareness and adoption with expanded<br>set of prescribers<br>2. Raise caregiver and patient awareness to drive<br>HCP request<br>3. Maintain broad patient access<br>$145 -150M<br>$190 – 200M<br>2025E 2026E<br>JORNAY PM 2026 REVENUE<br>EXPECTATIONS1<br>COMMERCIAL PRIORITIES<br>FOCUSED ON GROWTH<br>+32%<br>1. This financial data is calculated based on data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025, and January 8, 2026. The estimated year-over-year change represents the mid-point of<br>2025 financial guidance ranges compared to the mid-point of 2026 financial guidance ranges. | |
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| Maximizing the<br>Durability of the<br>Pain Portfolio | |
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| The Leader in Responsible Pain Management: Belbuca<br>• The ONLY long-acting opioid pain<br>medicine that uses buprenorphine<br>buccal film technology<br>• #1 highest rated branded ER<br>opioid in terms of product<br>differentiation and favorability<br>• 74% of surveyed target HCPs<br>plan to increase prescribing<br>STRONG BRAND FUNDAMENTALS1<br>$148M3 $153M4<br>$182M<br>$211M<br>2021 2022 2023 2024<br>PRODUCT REVENUES, NET2<br>+16%<br>+19%<br>+3%<br>Collegium Ownership<br>1. ATU (Awareness, Trial, & Usage) Market Research Study, fielded Q4 2022.<br>2. Disaggregated revenues were provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025.<br>3. This financial data was provided by BioDelivery Sciences International, Inc. in its Annual Report on Form 10-K filed with the SEC on March 9, 2022.<br>4. Collegium acquired Belbuca® as part of the BDSI acquisition on March 22, 2022. Represents pro forma Belbuca net revenue.<br>20<br>Growing 4%<br>YTD through<br>Q3 2025 | |
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| The Leader in Responsible Pain Management: Xtampza ER<br>• The ONLY extended-release<br>oxycodone pain medicine that uses<br>best-in-class abuse deterrent<br>technology (DETERx)<br>• #1 highest rated ER oxycodone in<br>terms of product differentiation and<br>favorability<br>• 48% of surveyed target HCPs<br>plan to increase prescribing<br>STRONG BRAND FUNDAMENTALS1<br>$104M<br>$139M<br>$177M $191M<br>2021 2022 2023 2024<br>PRODUCT REVENUES, NET2<br>+8%<br>+28%<br>+34%<br>21 1. ATU (Awareness, Trial, & Usage) Market Research Study, fielded Q4 2022.<br>2. Disaggregated revenues were provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025.<br>Growing 8%<br>YTD through<br>Q3 2025 | |
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| $173M $185M $191M $177M<br>2021 2022 2023 2024<br>Product Revenues, Net1<br> Nucynta Franchise All other products<br>Nucynta Franchise: Robust Revenue Contributor in 2026 and Beyond<br>Durable Revenue Contributor<br>1. This financial data was provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025. 22<br>Outlook for 2026 and Beyond<br>Authorized Generic agreement with Hikma<br>Pharmaceuticals positions Collegium to maintain<br>meaningful revenues in 2026 and beyond<br>Growing 10%<br>YTD through<br>Q3 2025 | |
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| Strategically<br>Deploying Capital and<br>Creating Shareholder Value | |
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| $277M<br>$464M<br>$567M $631M<br>$780M<br>$104M $124M<br>$275M $205M<br>2021 2022 2023 2024 2025E<br>37%<br>27%<br>48%<br>32%<br>Robust Revenues Generate Significant Cash Flows1<br>$82M of Ironshore<br>acquisition related<br>liabilities and costs<br>that were excluded<br>from operating cash<br>$287M2<br>Acquired<br>March 2022<br>Acquired<br>September 2024<br>24<br>1. Financial data for 2021-2024 was provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025. Total product revenues for 2025 represents the midpoint of guidance provided by Collegium in its press<br>release on Form 8-K filed with the SEC on November 6, 2025. Cash from Operations for 2025 represents a directional representation of expected results which will be finalized by Collegium in its Current Report on Form 8-K and Annual Report on Form 10-K to<br>be filed with the SEC in February 2026..<br>2. Represents operating cash with $60.9M of Ironshore liabilities that were paid off at close but are not included in the accounting “Purchase Price” of Ironshore and $20.7M of acquisition related expenses added back. | |
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| $139M $177M $191M<br>$325M<br>$390M<br>$440M<br>2022 2023 2024 2025E 2026E<br>Track Record of Successful Business Development Driving<br>Top- and Bottom-Line Growth<br>1. Represents the sum of the purchase price consideration paid for the Nucynta acquisition in 2020, the BDSI acquisition in 2022, and the Ironshore acquisition in 2024 as disclosed on Annual Reports on Form 10-K filed with the SEC on<br>February 25, 2021, February 23, 2023, and February 27, 2025, and the Form 8-K filed with the SEC on September 4, 2024, respectively.<br>2. Unless otherwise noted, this financial data was provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025.<br>3. This financial data was calculated based on data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025 and January 8, 2026. Estimates for 2025 and 2026 represent the mid-point of financial<br>guidance ranges.<br>4. Xtampza® ER is the Company’s only internally developed product.<br>5. Represents a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2.<br>25<br>$1.6B Invested in Acquisitions1<br>Nucynta Franchise (February 2020)<br>Impact of Accretive Acquisitions<br>$266M<br>$367M<br>$401M<br>$465M3 $465M3<br>2022 2023 2024 2025E 2026E<br>Revenue from internally<br>developed products4<br>Revenue from acquired<br>products<br>Product Revenues, Net2 Adjusted EBITDA2,5<br>BDSI (March 2022)<br>Ironshore Therapeutics<br>(September 2024)<br>25<br>$464M<br>$567M<br>$780M3<br>$631M<br>$815M3 | |
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| Commercial Capabilities and Financial Firepower Drive Value Creation<br>Efficient Operating Model<br>Expertise in Competitive<br>Specialty Markets<br>Rapid Integration<br>Securing Broad<br>Patient Access<br>Two Specialized Sales Forces<br>Significant Cash Generation<br>Robust Revenues<br>Strong Balance Sheet<br>High Gross Margins Commercial<br>Capabilities<br>Financial<br>Firepower<br>VALUE<br>CREATION<br>BUSINESS DEVELOPMENT FRAMEWORK | |
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| Disciplined Business Development Approach<br>TARGET THERAPEUTIC AREAS<br>• Neuropsychiatry and pediatrics<br>• Other specialty conditions<br>(case-by-case)<br>• Rare diseases<br>(case-by-case)<br>Guiding<br>Framework<br>for Near-term<br>BD Efforts<br>ADDITIONAL FEATURES<br>While maintaining robust cash generation and financial strength<br>27<br>• Commercial or near-commercial<br>• Cost efficient sales and marketing<br>requirements<br>• LOE into 2030’s and beyond | |
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| 2021 2022 2023 2024 2025 YTD<br>ASR program Open market share repurchases<br>Opportunistic Share Repurchases Deliver Value to Shareholders1<br>28<br>$43M<br>$19M<br>$75M<br>$25M<br>$50M<br>$25M<br>Repurchased 8.2M shares at<br>average price of $24.00<br>Board Authorized $150M Share Repurchase Program through December 2026<br>Returned $222M to Shareholders since 2021<br>2021 - 2.2M shares at $19.93<br>2022 - 1.1M shares at $17.57<br>2023 - 3.1M shares at $24.29<br>2024 - 1.9M shares at $31.88<br>2025 - 0.8M shares at $30.41<br>$35M<br>$60M<br>$18M $25M<br>$25M<br>1. This financial data was calculated from data provided by Collegium in its press release on Form 8-K filed with the SEC on November 6, 2025, and its Annual Reports on Form 10-K filed with the SEC on February 22, 2024 and February 27, 2025. 28 | |
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| Capital Allocation Flexibility Driven by Disciplined Debt Management<br>0.6x<br>2.0x<br>1.0x<br>1.8x<br><1.0x<br> -<br> 0.5<br> 1.0<br> 1.5<br> 2.0<br> 2.5<br> -<br> 100<br> 200<br> 300<br> 400<br> 500<br> 600<br> 700<br> 800<br> 900<br> 1,000<br>2021 2022 2023 2024 2025E<br>Principal Debt and Net Leverage1<br>Convertible notes $144M $144M $268M $242M $242M<br>Term loan $113M $575M $413M $630M $580M3<br>Ended Q3 2025 with<br>net leverage of ~1.2x2<br>Expect to end 2025 with<br>net leverage of <1.0x2<br>Net debt to adjusted EBITDA2<br>29<br>1. Represents period end figures. This financial data was provided by Collegium in its Annual Reports on Form 10-K filed with the SEC on February 24, 2022, February 23, 2023, February 22, 2024, and February 27, 2025.<br>2. Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” on slide 2. Net debt/adjusted EBITDA is calculated based on financial data provided by Collegium in its press release on Form 8-K and Quarterly Report<br>on Form 10-Q filed with the SEC on November 6, 2025, and Annual Reports on Form 10-K filed with the SEC on February 24, 2022, February 23, 2023, February 22, 2024, and February 27, 2025. Estimated 2025 net debt/adjusted EBITDA is<br>calculated based on Collegium’s forecast of net debt at year-end 2025, compared to the mid-point of the 2025 guidance ranges provided by Collegium in its press release filed with the SEC on November 6, 2025.<br>3. Represents principal balance of initial Term Loan as disclosed on Form 8-K filed with the SEC on December 30, 2025. | |
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| Strong IP<br>Management | |
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| Strong IP Management of Patent Protected Portfolio<br>Reflects (i) for Xtampza ER, the September 2033 entry date set forth in Collegium’s settlement agreement with Teva; (ii) for Belbuca, the January 2027 entry date set forth in BDSI’s settlement agreement with Teva; (iii) for Jornay PM, which does<br>not have any ANDA filers yet, the March 2032 expiry of its Orange Book-listed patents; (iv) for the Nucynta Franchise, the New Patient Population exclusivity granted to Nucynta, the pediatric exclusivity granted to the Franchise, and based on the<br>2024 settlement between Grünenthal and Teva for an entry date in July 2027, the regulatory status of other filers, and the judgment upholding its Orange-Book listed patents, the July 2027 projected exclusivity termination and 2028 expiries of<br>the last Orange Book-listed patents for Nucynta ER; and (v) for Symproic, which does not have any ANDA filers yet, the November 2031 expiry of its Orange Book-listed patents.<br>1. Under certain circumstances, Hikma may launch authorized generic version of Nucynta prior to December 2026.<br>September 2033<br>Durable Cash Generators<br>2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037<br>January 2027<br>May 2033<br>2036<br>2032<br>Projected<br>exclusivity<br>Latest<br>patent expiry<br>For the pain portfolio, no potential generic entrant has achieved all 3 criteria (legal, regulatory, manufacturing) necessary to launch future generics<br>Lead<br>Growth<br>Driver<br>31<br>March 2032<br>Authorized Generic Launch<br>December 20261<br>Authorized Generic Launch<br>Q1 2026 | |
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| Summary | |
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| Creating Value for Shareholders<br>33<br>33<br>2026 STRATEGIC PRIORITIES<br>VALUE CREATION<br>1. Drive significant<br> growth for Jornay PM<br>2. Maximize the durability<br> of the Pain Portfolio<br>3. Strategically deploy capital<br>• Business Development<br>• Debt repayment<br>• Share repurchases<br>Grow<br>Revenue<br>Extend<br>longevity<br>Increase<br>profitability<br>Generate<br>robust cash flow<br>Diversify<br>portfolio<br>Strengthen<br>balance sheet | |
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| Important<br>Safety Information | |
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| Important Safety Information about Jornay PM<br>(methylphenidate HCI extended-release capsules)<br>WARNING: ABUSE, MISUSE, AND ADDICTION<br>JORNAY PM has a high potential for abuse and misuse, which can lead to the development of a substance use disorder, including addiction. Misuse and<br>abuse of CNS stimulants, including JORNAY PM, can result in overdose and death, and this risk is increased with higher doses or unapproved methods of<br>administration, such as snorting or injection.<br>Before prescribing JORNAY PM, assess each patient’s risk for abuse, misuse, and addiction. Educate patients and their families about these risks, proper<br>storage of the drug, and proper disposal of any unused drug. Throughout JORNAY PM treatment, reassess each patient’s risk of abuse, misuse, and<br>addiction and frequently monitor for signs and symptoms of abuse, misuse and addiction.<br>CONTRAINDICATIONS<br>• Known hypersensitivity to methylphenidate or other components of JORNAY PM. Hypersensitivity reactions such as angioedema and anaphylactic reactions have<br>been reported in patients treated with methylphenidate products.<br>• Concurrent treatment with a monoamine oxidase inhibitor (MAOI), or use of an MAOI within the preceding 14 days because of the risk of hypertensive crisis.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at https://ironshorepharma.com/jornay-pm-label. 35<br>JORNAY PM<br>(methylphenidate HCI<br>extended-release<br>capsules) | |
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| Important Safety Information about Jornay PM<br>(methylphenidate HCI extended-release capsules)<br>WARNINGS AND PRECAUTIONS<br>JORNAY PM can cause serious adverse reactions and patients should be monitored for the following:<br>• Risks to Patients with Serious Cardiac Disease: Sudden death has been reported in patients with structural cardiac abnormalities or other serious cardiac disease who were treated with CNS<br>stimulants at the recommended ADHD dosage. Avoid use in patients with known structural cardiac abnormalities, cardiomyopathy, serious cardiac arrhythmia, coronary artery disease, or other<br>serious cardiac disease.<br>• Increased Blood Pressure and Heart Rate.<br>• Psychiatric Adverse Reactions: Including exacerbation of behavior disturbance and thought disorder in patients with a pre-existing psychotic disorder, induction of a manic episode in patients with<br>bipolar disorder, and new psychotic or manic symptoms. Prior to initiating treatment, screen patients for risk factors for psychiatric adverse reactions. If such symptoms occur, consider<br>discontinuing JORNAY PM.<br>• Priapism: Patients should seek immediate medical attention.<br>• Peripheral Vasculopathy, including Raynaud’s Phenomenon: Observe patients for digital changes during treatment.<br>• Weight Loss and Long-Term Suppression of Growth in Pediatric Patients: Monitor height and weight.<br>• Increased Intraocular Pressure (IOP) and Glaucoma: Patients at risk for acute angle closure glaucoma should be evaluated by an ophthalmologist. Closely monitor patients with a history of<br>abnormally increased IOP or open angle glaucoma.<br>• Onset or Exacerbation of Motor and Verbal Tics, and Worsening of Tourette’s Syndrome.<br>ADVERSE REACTIONS<br>• The most common (≥5% and twice the rate of placebo) adverse reactions with methylphenidate are decreased appetite, insomnia, nausea, vomiting, dyspepsia, abdominal pain, decreased weight,<br>anxiety, dizziness, irritability, affect lability, tachycardia, and increased blood pressure.<br>• Additional adverse reactions (≥5% and twice the rate of placebo) in JORNAY PM-treated pediatric patients 6 to 12 years are headache, psychomotor hyperactivity, and mood swings.<br>DRUG INTERACTIONS<br>• Antihypertensive drugs: Monitor blood pressure data. Adjust dosage of antihypertensive drug as needed.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at https://ironshorepharma.com/jornay-pm-label. 36<br>JORNAY PM<br>(methylphenidate HCI<br>extended-release<br>capsules) | |
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| Important Safety Information about XTAMPZA ER<br>(oxycodone) extended-release capsules<br>WARNING: SERIOUS AND LIFE-THREATENING RISKS FROM USE OF XTAMPZA ER<br>Addiction, Abuse, and Misuse<br>Because the use of XTAMPZA ER exposes patients and other users to the risks of opioid addiction, abuse, and misuse, which can lead to overdose and death, assess each patient’s risk prior to prescribing<br>and reassess all patients regularly for the development of these behaviors and conditions.<br>Life-Threatening Respiratory Depression<br>Serious, life-threatening, or fatal respiratory depression may occur with use of XTAMPZA ER, especially during initiation or following a dosage increase. To reduce the risk of respiratory depression, proper<br>dosing and titration of XTAMPZA ER are essential.<br>Accidental Ingestion<br>Accidental ingestion of even one dose of XTAMPZA ER, especially by children, can result in a fatal overdose of oxycodone.<br>Risks From Concomitant Use With Benzodiazepines Or Other CNS Depressants<br>Concomitant use of opioids with benzodiazepines or other central nervous system (CNS) depressants, including alcohol, may result in profound sedation, respiratory depression, coma, and death.<br>Reserve concomitant prescribing of XTAMPZA ER and benzodiazepines or other CNS depressants for use in patients for whom alternative treatment options are inadequate.<br>Neonatal Opioid Withdrawal Syndrome (NOWS)<br>If opioid use is required for an extended period of time in a pregnant woman, advise the patient of the risk of NOWS, which may be life-threatening if not recognized and treated. Ensure that<br>management by neonatology experts will be available at delivery.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at XtampzaER.com/PI. 37<br>XTAMPZA ER<br>(Oxycodone) extended-release capsules | |
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| Important Safety Information about XTAMPZA ER<br>(oxycodone) extended-release capsules<br>Opioid Analgesic Risk Evaluation and Mitigation Strategy (REMS)<br>Healthcare providers are strongly encouraged to complete a REMS-compliant education program and to counsel patients and caregivers on serious risks, safe use, and<br>the importance of reading the Medication Guide with each prescription.<br>Cytochrome P450 3A4 Interaction<br>The concomitant use of XTAMPZA ER with all cytochrome P450 3A4 inhibitors may result in an increase in oxycodone plasma concentrations, which could increase or<br>prolong adverse drug effects and may cause potentially fatal respiratory depression. In addition, discontinuation of a concomitantly used cytochrome P450 3A4 inducer<br>may result in an increase in oxycodone plasma concentration. Regularly evaluate patients receiving XTAMPZA ER and any CYP3A4 inhibitor or inducer.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at XtampzaER.com/PI. 38<br>XTAMPZA ER<br>(Oxycodone) extended-release capsules | |
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| Important Safety Information about BELBUCA<br>(buprenorphine buccal film)<br>WARNING: SERIOUS AND LIFE-THREATENING RISKS FROM USE OF BELBUCA<br>Addiction, Abuse, and Misuse<br>BELBUCA exposes patients and other users to the risks of opioid addiction, abuse, and misuse, which can lead to overdose and death, assess each patient’s risk prior to prescribing and reassess all<br>patients regularly for the development of these behaviors and conditions.<br>Life-Threatening Respiratory Depression<br>Serious, life-threatening, or fatal respiratory depression may occur with use of BELBUCA, especially during initiation or following a dosage increase. To reduce the risk of respiratory depression, proper<br>dosing and titration of BELBUCA are essential. Misuse or abuse of BELBUCA by chewing, swallowing, snorting, or injecting buprenorphine extracted from the buccal film will result in the uncontrolled<br>delivery of buprenorphine and poses a significant risk of overdose and death.<br>Accidental Exposure<br>Accidental exposure of even one dose of BELBUCA, especially in children, can result in a fatal overdose of buprenorphine.<br>Risks from Concomitant Use with Benzodiazepines Or Other CNS Depressants<br>Concomitant use of opioids with benzodiazepines or other central nervous system (CNS) depressants, including alcohol, may result in profound sedation, respiratory depression, coma, and death. Reserve<br>concomitant prescribing of BELBUCA and benzodiazepines or other CNS depressants for use in patients for whom alternative treatment options are inadequate.<br>Neonatal Opioid Withdrawal Syndrome (NOWS)<br>If opioid use is required for an extended period of time in a pregnant woman, advise the patient of the risk of NOWS, which may be life-threatening if not recognized and treated. Ensure that<br>management by neonatology experts will be available at delivery.<br>Opioid Analgesic Risk Evaluation and Mitigation Strategy (REMS)<br>Healthcare providers are strongly encouraged to complete a REMS-compliant education program and to counsel patients and caregivers on serious risks, safe use, and the importance of reading the<br>Medication Guide with each prescription.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and Other Serious Risks at Belbuca.com/#isi-block. 39<br>BELBUCA<br>(buprenorphine buccal<br>film) | |
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| Important Safety Information about NUCYNTA ER<br>(tapentadol) extended-release tablets<br>WARNING: SERIOUS AND LIFE-THREATENING RISKS FROM USE OF NUCYNTA ER<br>Addiction, Abuse, and Misuse<br>Because the use of NUCYNTA ER exposes patients and other users to the risks of opioid addiction, abuse, and misuse, which can lead to overdose and death, assess each patient’s risk prior to prescribing<br>and reassess all patients regularly for the development of these behaviors and conditions.<br>Life-Threatening Respiratory Depression<br>Serious, life-threatening, or fatal respiratory depression may occur with use of NUCYNTA ER, especially during initiation or following a dosage increase. To reduce the risk of respiratory depression, proper<br>dosing and titration of NUCYNTA ER are essential. Instruct patients to swallow NUCYNTA ER tablets whole; crushing, chewing, or dissolving NUCYNTA ER tablets can cause rapid release and absorption of<br>a potentially fatal dose of tapentadol.<br>Accidental Ingestion<br>Accidental ingestion of even one dose of NUCYNTA ER, especially by children, can result in a fatal overdose of tapentadol.<br>Interaction with Alcohol<br>Instruct patients not to consume alcoholic beverages or use prescription or nonprescription products that contain alcohol while taking NUCYNTA ER. The co-ingestion of alcohol with NUCYNTA ER may<br>result in increased plasma tapentadol levels and a potentially fatal overdose of tapentadol.<br>Risks From Concomitant Use With Benzodiazepines Or Other CNS Depressants<br>Concomitant use of opioids with benzodiazepines or other central nervous system (CNS) depressants, including alcohol, may result in profound sedation, respiratory depression, coma, and death. Reserve<br>concomitant prescribing of NUCYNTA ER and benzodiazepines or other CNS depressants for use in patients for whom alternative treatment options are inadequate.<br>40<br>NUCYNTA ER<br>(tapentadol) extended-release tablets<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at Nucynta.com/erPI. | |
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| Important Safety Information about NUCYNTA ER<br>(tapentadol) extended-release tablets<br>Neonatal Opioid Withdrawal Syndrome<br>If opioid use is required for an extended period of time in a pregnant woman, advise the patient of the risk of NOWS, which may be life-threatening if not recognized and treated. Ensure that<br>management by neonatology experts will be available at delivery.<br>Opioid Analgesic Risk Evaluation and Mitigation Strategy (REMS)<br>Healthcare providers are strongly encouraged to complete a REMS-compliant education program and to counsel patients and caregivers on serious risks, safe use, and the importance of reading the<br>Medication Guide with each prescription.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse, and other serious risks at Nucynta.com/erPI. 41<br>NUCYNTA ER<br>(tapentadol) extended-release tablets | |
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| Important Safety Information about NUCYNTA<br>(Tapentadol) tablets<br>WARNING: SERIOUS AND LIFE-THREATENING RISKS FROM USE OF NUCYNTA TABLETS<br>Addiction, Abuse, and Misuse<br>Because the use of NUCYNTA tablets exposes patients and other users to the risks of opioid addiction, abuse, and misuse, which can lead to overdose and death, assess each patient’s risk prior to<br>prescribing and reassess all patients regularly for the development of these behaviors and conditions.<br>Life-Threatening Respiratory Depression<br>Serious, life-threatening, or fatal respiratory depression may occur with use of NUCYNTA tablets, especially during initiation or following a dosage increase. To reduce the risk of respiratory depression,<br>proper dosing and titration of NUCYNTA tablets are essential.<br>Accidental Ingestion<br>Accidental ingestion of even one dose of NUCYNTA tablets, especially by children, can result in a fatal overdose of tapentadol.<br>Risks From Concomitant Use With Benzodiazepines Or Other CNS Depressants<br>Concomitant use of opioids with benzodiazepines or other central nervous system (CNS) depressants, including alcohol, may result in profound sedation, respiratory depression, coma, and death. Reserve<br>concomitant prescribing of NUCYNTA tablets and benzodiazepines or other CNS depressants for use in patients for whom alternative treatment options are inadequate.<br>Neonatal Opioid Withdrawal Syndrome (NOWS)<br>If opioid use is required for an extended period of time in a pregnant woman, advise the patient of the risk of NOWS, which may be life-threatening if not recognized and treated. Ensure that<br>management by neonatology experts will be available at delivery.<br>Opioid Analgesic Risk Evaluation and Mitigation Strategy (REMS)<br>Healthcare providers are strongly encouraged to complete a REMS-compliant education program and to counsel patients and caregivers on serious risks, safe use, and the importance of reading the<br>Medication Guide with each prescription.<br>See full prescribing information, including Boxed Warning on Addiction, Abuse and Misuse and other serious risks at Nucynta.com/irPI. 42<br>NUCYNTA<br>(tapentadol) tablets | |
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| Important Safety Information about SYMPROIC<br>(naldemedine) tablets<br>SYMPROIC may cause serious side effects, including:<br>– Tear in your stomach or intestinal wall (perforation). Stomach pain that is severe can be a sign of a serious medical condition. If you get stomach pain that does not go away, stop taking SYMPROIC<br>and get emergency medical help right away<br>– Opioid withdrawal. You may have symptoms of opioid withdrawal during treatment with SYMPROIC including sweating, chills, tearing, warm or hot feeling to your face (flush), sneezing, fever, feeling<br>cold, abdominal pain, diarrhea, nausea, and vomiting. Tell your healthcare provider if you have any of these symptoms<br>Do not take SYMPROIC if you:<br>– Have a bowel blockage (intestinal obstruction) or have a history of bowel blockage<br>– Are allergic to SYMPROIC or any of the ingredients in SYMPROIC. See the Medication Guide for a complete list of ingredients in SYMPROIC. Tell your healthcare provider or pharmacist before you<br>start or stop any medicines during treatment with SYMPROIC<br>Before you take SYMPROIC, tell your healthcare provider about all of your medical conditions, including if you:<br>– Have any stomach or bowel (intestines) problems, including stomach ulcer, Crohn’s disease, diverticulitis, cancer of the stomach or bowel, or Ogilvie’s syndrome<br>– Have liver problems<br>– Are pregnant or plan to become pregnant. Taking SYMPROIC during pregnancy may cause opioid withdrawal symptoms in your unborn baby. Tell your healthcare provider right away if you become<br>pregnant during treatment with SYMPROIC<br>– Are breastfeeding or plan to breastfeed. It is not known if SYMPROIC passes into your breast milk. You should not breastfeed during treatment with SYMPROIC and for 3 days after your last dose.<br>Taking SYMPROIC while you are breastfeeding may cause opioid withdrawal symptoms in your baby. You and your healthcare provider should decide if you will take SYMPROIC or breastfeed. You<br>should not do both<br>– The most common side effects of SYMPROIC include stomach (abdomen) pain, diarrhea, nausea and vomiting (gastroenteritis)<br>– Tell your healthcare provider if you have any side effect that bothers you or that does not go away. These are not all the possible side effects of SYMPROIC. Call your doctor for medical advice about<br>side effects. You may report side effects to FDA at 1-800-FDA-1088<br>See full prescribing Information and other serious risks at Symproic.com/#isi. 43<br>SYMPROIC<br>(naldemedine) tablets | |
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| Important Safety Information about SYMPROIC<br>(naldemedine) tablets<br>INDICATIONS AND USAGE<br>SYMPROIC is indicated for the treatment of opioid-induced constipation (OIC) in adult patients with chronic non-cancer pain, including patients with chronic pain related to prior cancer or its treatment who do not<br>require frequent (e.g., weekly) opioid dosage escalation.<br>CONTRAINDICATIONS<br>SYMPROIC is contraindicated in:<br>– Patients with known or suspected gastrointestinal obstruction and patients at increased risk of recurrent obstruction, due to the potential for gastrointestinal perforation<br>– Patients with a history of a hypersensitivity reaction to Naldemedine. Reactions have included bronchospasm and rash<br>WARNINGS AND PRECAUTIONS<br>Gastrointestinal Perforation: Cases of gastrointestinal perforation have been reported with use of another peripherally acting opioid antagonist in patients with conditions that may be associated with localized or<br>diffuse reduction of structural integrity in the wall of the gastrointestinal tract (e.g., peptic ulcer disease, Ogilvie’s syndrome, diverticular disease, infiltrative gastrointestinal tract malignancies, or peritoneal<br>metastases). Take into account the overall risk-benefit profile when using SYMPROIC in patients with these conditions or other conditions which might result in impaired integrity of the gastrointestinal tract wall<br>(e.g., Crohn’s disease). Monitor for the development of severe, persistent, or worsening abdominal pain; discontinue SYMPROIC in patients who develop this symptom.<br>Opioid Withdrawal: Clusters of symptoms consistent with opioid withdrawal, including hyperhidrosis, chills, increased lacrimation, hot flush/flushing, pyrexia, sneezing, feeling cold, abdominal pain, diarrhea,<br>nausea, and vomiting have occurred in patients treated with SYMPROIC. Patients having disruptions to the blood-brain barrier may be at increased risk for opioid withdrawal or reduced analgesia. Take into account<br>the overall risk-benefit profile and monitor for symptoms of opioid withdrawal when using SYMPROIC in such patients.<br>ADVERSE REACTIONS<br>– The most common adverse reactions with SYMPROIC compared to placebo in two pooled 12-week studies were: abdominal pain (8% vs 2%), diarrhea (7% vs 2%), nausea (4% vs 2%), and<br>gastroenteritis (2% vs 1%).<br>– The incidence of adverse reactions of opioid withdrawal in two pooled 12-week studies was 1% (8/542) for SYMPROIC and 1% (3/546) for placebo. In a 52-week study, the incidence was 3%<br>(20/621) for SYMPROIC and 1% (9/619) for placebo.<br>OVERDOSAGE<br>Single doses of Naldemedine up to 100 mg (500 times the recommended dose) and multiple doses of up to 30 mg (150 times the recommended dose) for 10 days have been administered to healthy subjects in<br>clinical studies. Dose-dependent increases in gastrointestinal-related adverse reactions, including abdominal pain, diarrhea, and nausea, were observed. Single doses of Naldemedine up to 3 mg (15 times the<br>recommended dose) and multiple doses of 0.4 mg (twice the recommended dose) for 28 days have been administered to patients with OIC in clinical studies. Dose dependent increases in gastrointestinal-related<br>adverse reactions, including abdominal pain, diarrhea, nausea, and vomiting, were observed. Also, chills, hyperhidrosis, and dizziness were reported more frequently at 1 and 3 mg doses and hyperhidrosis at the 0.4<br>mg dose. No antidote for Naldemedine is known. Hemodialysis is not an effective means to remove Naldemedine from the blood.<br>See full prescribing Information and other serious risks at Symproic.com/#isi. 44<br>SYMPROIC<br>(naldemedine) tablets | |
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| Important Safety Information about SYMPROIC<br>(naldemedine) tablets<br>USE IN SPECIFIC POPULATIONS<br> Pregnancy:<br> There are no available data with Naldemedine in pregnant women to inform a drug-associated risk of major birth defects and miscarriage. There is a potential for opioid withdrawal in a fetus<br> when SYMPROIC is used in pregnant women. SYMPROIC should be used during pregnancy only if the potential benefit justifies the potential risk.<br>Fetal/Neonatal Adverse Reactions<br>Naldemedine crosses the placenta and may precipitate opioid withdrawal in a fetus due to the immature fetal blood-brain barrier.<br>Lactation<br>There is no information regarding the presence of Naldemedine in human milk, the effects on the breastfed infant, or the effects on milk production. Because of the potential for serious adverse reactions,<br>including opioid withdrawal in breastfed infants, a decision should be made to discontinue breastfeeding or discontinue the drug, taking into account the importance of the drug to the mother. If drug is<br>discontinued in order to minimize drug exposure to a breastfed infant, advise women that breastfeeding may be resumed 3 days after the final dose of SYMPROIC.<br>Pediatric Use<br>The safety and effectiveness of SYMPROIC have not been established in pediatric patients.<br>Geriatric Use<br>Of the 1163 patients exposed to SYMPROIC in clinical studies, 183 (16%) were 65 years of age and over, while 37 (3%) were 75 years and over. No overall differences in safety or effectiveness between<br>these and younger patients were observed, but greater sensitivity of some older individuals cannot be ruled out. In a population pharmacokinetic analysis, no age-related alterations in the<br>pharmacokinetics of Naldemedine were observed.<br>Hepatic Impairment<br>The effect of severe hepatic impairment (Child-Pugh Class C) on the pharmacokinetics of Naldemedine has not been evaluated. Avoid use of SYMPROIC in patients with severe hepatic impairment. No<br>dose adjustment of SYMPROIC is required in patients with mild or moderate hepatic impairment.<br>See full prescribing Information and other serious risks at Symproic.com/#isi. 45<br>SYMPROIC<br>(naldemedine) tablets | |
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| Non-GAAP<br>Reconciliations | |
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| Reconciliation of GAAP Net Income to Adjusted EBITDA<br>(in thousands, unaudited)<br>47<br>GAAP net income $ 31,507 $ 9,335 $ 45,907 $ 56,654<br>Adjustments:<br>Interest expense 21,767 18,394 63,020 51,320<br>Interest income (3,116) (3,280) (7,724) (12,164)<br>Loss on extinguishment of debt — 4,145 — 11,329<br>Provision for income taxes 11,929 6,245 17,676 24,645<br>Depreciation 1,033 946 3,259 2,815<br>Amortization 55,473 40,801 166,419 109,833<br>Stock-based compensation 9,811 7,317 32,153 24,804<br>Litigation settlements and contingencies 3,058 — 3,058 —<br>Recognition of step-up basis in inventory — 1,301 5,431 1,301<br>Executive transition expense — — 1,397 3,051<br>Acquisition related expenses 1,552 19,886 3,776 19,886<br>Gain on fair value remeasurement of contingent consideration (19) — (1,163) —<br>Total adjustments $ 101,488 $ 95,755 $ 287,302 $ 236,820<br>Adjusted EBITDA $ 132,995 $ 105,090 $ 333,209 $ 293,474<br>2025<br>Three Months Ended September 30,<br>2024<br>Nine Months Ended September 30,<br>2025 2024 | |
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| Reconciliation of GAAP Operating Expenses to Adjusted Operating Expenses<br>(in thousands, unaudited)<br>48<br>GAAP operating expenses $ 67,084 $ 61,955 $ 216,000 $ 147,272<br>Adjustments:<br>Stock-based compensation 9,811 7,317 32,153 24,804<br>Executive transition expense — — 1,397 3,051<br>Acquisition related expenses 1,552 19,886 3,776 19,886<br>Gain on fair value remeasurement of contingent consideration (19) — (1,163) —<br>Total adjustments $ 11,344 $ 27,203 $ 36,163 $ 47,741<br>Adjusted operating expenses $ 55,740 $ 34,752 $ 179,837 $ 99,531<br>2025 2024<br>Three Months Ended September 30, Nine Months Ended September 30,<br>2025 2024 | |
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| Reconciliation of GAAP Net Income to Adjusted Net Income and Adjusted<br>Earnings Per Share<br>(in thousands, except share and per share amounts, unaudited)<br>49<br>1. The income tax effect of the adjustments was calculated by applying our blended federal and state statutory rate to the items that have a tax effect. The blended federal and state statutory rate for the three months ended September 30, 2025 and 2024 were 21.8% and 28.1%,<br>respectively; and the blended federal and state statutory rate for the nine months ended September 30, 2025 and 2024 were 24.5% and 27.1%, respectively. As such, the non-GAAP effective tax rates for the three months ended September 30, 2025 and 2024 were 21.7% and<br>27.9%, respectively; and the non-GAAP effective tax rates for the nine months ended September 30, 2025 and 2024 were 24.2% and 26.0%, respectively.<br>2. Adjusted weighted-average shares - diluted were calculated using the “if-converted” method for our convertible notes in accordance with ASC 260, Earnings per Share. As such, adjusted weighted-average shares – diluted includes shares related to the assumed conversion of<br>our convertible notes and the associated cash interest expense is added-back to non-GAAP adjusted net income. For the three and nine months ended September 30, 2025 and 2024, adjusted weighted-average shares – diluted includes 6,606,305 shares attributable to our<br>convertible notes. In addition, adjusted earnings per share includes other potentially dilutive securities to the extent that they are not antidilutive.<br>GAAP net income $ 31,507 $ 9,335 $ 45,907 $ 56,654<br>Adjustments:<br>Non-cash interest expense 1,343 1,681 4,065 5,065<br>Loss on extinguishment of debt — 4,145 — 11,329<br>Amortization 55,473 40,801 166,419 109,833<br>Stock-based compensation 9,811 7,317 32,153 24,804<br>Litigation settlements and contingencies 3,058 — 3,058 —<br>Recognition of step-up basis in inventory — 1,301 5,431 1,301<br>Executive transition expense — — 1,397 3,051<br>Acquisition related expenses 1,552 19,886 3,776 19,886<br>Gain on fair value remeasurement of contingent consideration (19) — (1,163) —<br>Income tax effect of above adjustments (1)<br> (15,453) (20,974) (52,061) (45,635)<br>Total adjustments $ 55,765 $ 54,157 $ 163,075 $ 129,634<br>Non-GAAP adjusted net income $ 87,272 $ 63,492 $ 208,982 $ 186,288<br>Adjusted weighted-average shares — diluted (2)<br> 39,439,890 40,163,266 39,386,071 40,400,483<br>Adjusted earnings per share (2) $ 2.25 $ 1.61 $ 5.41 $ 4.71<br>Three Months Ended September 30,<br>2025 2024<br>Nine Months Ended September 30,<br>2025 2024 | |
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