Urges Stockholders to Vote “FOR” Pacira’s Highly Qualified Nominees on the BLUE Proxy Card Today
Strongly Opposes the Election of Each of DOMA’s Underqualified Nominees
In connection with the filing of the Company’s definitive proxy statement, the Company has mailed a letter to its stockholders recommending they vote for the Company’s three highly qualified board nominees on the BLUE proxy card –
- Pacira is well positioned to accelerate growth and continue executing its long-term plan for stockholder value creation beyond 2030. The Company entered 2026 stronger than at any point in its history.
- Pacira has successfully delivered measurable operational progress across the five pillars of its 5x30 strategy and the Company’s stock is up over 35%1 since the launch of 5x30.
- Pacira is protected from multiple directions by a strong patent portfolio. The Company remains confident in the strength of its growing patent estate and is simultaneously building a complementary and diversified portfolio through disciplined capital deployment and targeted investments.
- DOMA has opted to pursue a disruptive, misguided proxy contest. None of DOMA’s nominees have experience serving on public company boards or operating within the biopharmaceutical industry, nor do they have the relevant industry and governance expertise that Pacira’s highly qualified nominees possess.
- Pacira is guided by a strong and refreshed board. The board’s current composition and profile includes the best and most qualified directors with expertise in key areas important to oversee the strategic direction of the business, including executive leadership, mergers and acquisitions, research and development, operations, commercialization, manufacturing and supply chain.
The full text of the letter follows:
Dear Fellow Pacira Stockholder,
You have an important choice to make regarding the future of
Our board and executive leadership team are committed to taking actions that are in the best interests of the Company and all stockholders, and we remain confident that Pacira is well positioned to accelerate growth and continue executing our long-term plan for stockholder value creation. We believe that our 5x30 strategy to drive long-term value for all stockholders and transition into an innovative biopharmaceutical company is working, and we are encouraged by the significant progress made thus far.
Despite our focused execution of this transformative strategy, alongside our other value creation initiatives, one of our stockholders,
DOMA has nominated three director candidates for election at the Annual Meeting, none of whom have additive skillsets to help guide Pacira’s strategy and operations, and none of whom have any prior experience serving on the board of a public company or operating within the biopharmaceutical industry.
Consistent with its established processes and corporate governance guidelines, our board offered to interview all three of DOMA’s nominees.
- Following the interviews of
Christopher Dennis and Oliver Benton Curtis III by members of the board, the board determined that both were not only underqualified candidates, but they would not be additive to our already strong and refreshed board, nor would they operate in the best interests of the Company or all its stockholders. - Despite multiple requests sent by Pacira’s outside legal counsel for members of the board to interview
Eric de Armas , he did not provide his availability for an interview.
In contrast, members of our board and leadership team have met with DOMA 17 times since
We strongly recommend you vote using the BLUE proxy card today “FOR” each of Pacira’s three highly qualified board nominees –
PACIRA IS SUCCESSFULLY EXECUTING ITS 5x30 STRATEGY TO DRIVE VALUE
2025 was a transformative year for Pacira, during which we built renewed momentum and strategic clarity, and delivered meaningful progress across our business through the execution of our 5x30 strategy for stockholder value creation. We entered 2026 stronger than at any point in our history, guided by our mission to deliver innovative, non-opioid pain management therapies to transform the lives of patients.
Since
In
One year into execution, we have definitive results that show the 5x30 strategy – intended to deliver stockholder value in both the near- and long-term – is working. Pacira’s stock is up over 35%2 since the launch of the 5x30 strategy, and we believe there is further, significant upside potential given our strong fundamentals and robust trajectory for growth.
Pacira has delivered measurable operational progress across its five 5x30 pillars: patients served, product revenue, profitability, pipeline advancement and partnerships, building value and driving durable revenue growth into and beyond 2030.
- Patients Served: We treated over 2.5 million patients in 2025, reinforcing our trajectory toward helping 3 million patients annually by 2030.
- Product Revenue: EXPAREL achieved year-over-year volume growth of 6.2% in 2025, up from 3.6% in 2024. Of note, we saw a meaningful lift in the second half of 2025 with volume growth of 8% over the prior year period. This momentum marks tangible progress toward our goal of double-digit compounded annual topline growth. We also strengthened the long-term durability of the franchise through key intellectual property (IP) milestones that significantly extend the EXPAREL exclusivity runway against current and potential future generic challengers.
- Profitability: We delivered record-high 2025 GAAP and non-GAAP gross margins of 79% and 81%3, respectively, reflecting continued execution of our manufacturing strategy and are continually improving operations to yield cost savings. We also transitioned to an enhanced, larger, 200-liter EXPAREL manufacturing process at our Science Center Campus in
San Diego, California , and remain on track to achieve a five-percentage point gross margin improvement, from our 2024 non-GAAP baseline of 76%, by 20302. - Pipeline Advancement: We are advancing two promising Phase 2 clinical programs – PCRX-201 (enekinragene inzadenovec), our novel locally administered gene therapy for osteoarthritis (OA), and our recently in-licensed asset PCRX-2002, a complementary, long-acting, ropivacaine-based local analgesic for postsurgical pain. These programs place us on course for our goal of five novel programs in development by 2030, and each has the potential to deliver topline accretion as we move beyond 2030. We are now entering a data-rich period, with key 2026 readouts expected from Part A of our Phase 2 study of PCRX-201 in knee OA, as well as from our registrational studies for ZILRETTA, in shoulder OA and iovera° in spasticity.
- Partnerships: We expanded our commercial reach both inside and outside the
U.S. by signing strategic collaborations with Johnson & Johnson MedTech and LG Chem, advancing us toward our goal of five partnerships by 2030.
As part of this strategy, we are focused on realizing value across all our products to bring new sources of revenue online. We have made meaningful progress diversifying our portfolio beyond the
In addition to EXPAREL’s leadership in postsurgical pain control, ZILRETTA and iovera°’s roles in early intervention OA pain management are expanding. ZILRETTA continues to deliver meaningful benefits for patients with OA of the knee with an extended-release formulation of triamcinolone, which provides OA pain relief for up to three months. With 15 million patients in the
As for iovera°, we saw steady growth following implementation of the C-9809 reimbursement code and started to see accelerated growth in the second half of 2025 following our buildout of a dedicated medical device sales team for a focused promotional impact. We anticipate important 2026 catalysts, including a topline readout for our registrational spasticity study. There are an estimated 6.3 million patients with spasticity in the
We are also focused on building strategic partnerships that will help protect and expand the reach of our products. For instance, our partnership with LG Chem positions EXPAREL to reach key
PACIRA IS PROTECTED FROM MULTIPLE DIRECTIONS BY A STRONG PATENT PORTFOLIO
Looking beyond 2030, we recognize the potential for additional generic competition, which is a dynamic common to successful products like EXPAREL. Based on industry data, products with annual sales greater than
Accordingly, while our 5x30 strategy for long-term stockholder value creation is intentionally structured to protect and maximize the value of the EXPAREL franchise, we are simultaneously looking to reduce our exposure by building a complementary and diversified portfolio through disciplined capital deployment and targeted investment in new assets expected to be accretive to our financial profile.
We are confident in the strength of EXPAREL’s patent estate, which was expanded to 21 “Orange-Book” listed patents across two families, which provide exclusivity through the mid-2040s, a significant evolution from the single patent,
Another aspect of our work to protect our IP and invest for future growth has been submitting additional information to the
WE ARE COMMITTED TO DELIVERING VALUE AND CAPITAL TO STOCKHOLDERS AND ARE WELL POSITIONED TO CONTINUE BEYOND 2030
As evidenced by the board and leadership team’s strategic and operational priorities, we are committed to enhancing stockholder value and positioning our Company for long-term growth. We continue to believe the best way to do that is by executing our 5x30 strategy, protecting and expanding our patent portfolio and investing in future growth opportunities through our development stage portfolio, which includes targeting selective business development investments. As outlined above, in just over one year into the execution of 5x30, Pacira’s stock is up over 35%4 and we have delivered tangible results demonstrating we are on the right strategic path.
We also recognize the importance of, and remain committed to, finding opportunities to return capital to stockholders. As part of that commitment, Pacira returned
At the board level, all our directors are well aware of the pharmaceutical industry data and potential risks around IP litigation. The board takes its fiduciary duty seriously, and we regularly engage with outside advisors to evaluate potential options for Pacira’s future as part of our effort to ensure we have the best strategy in place and can execute on behalf of stockholders to drive value for all stockholders.
PACIRA IS GUIDED BY A STRONG AND REFRESHED BOARD
The quality and composition of our board is a top priority, so that the Company’s strategy is overseen by highly engaged and qualified directors whose expertise is closely aligned with Pacira’s priorities. The board is confident that our current composition and profile includes the best and most qualified directors with expertise in key areas important to oversee the strategic direction of the business — including executive leadership, mergers and acquisitions, research and development, operations, commercialization, manufacturing and supply chain.
Governor
Dr.
Mr.
We believe all three nominees are highly qualified to serve on the board and bring significant experience and expertise that is relevant to overseeing Pacira’s strategy and operations throughout this transformational period.
OUR BOARD AND LEADERSHIP TEAM HAVE A TRACK RECORD OF RESPONSIVENESS TO STOCKHOLDERS’ PERSPECTIVES
The Pacira board and leadership team regularly engage with stockholders to hear and better understand their perspectives. To that end, members of our board and leadership team have met with DOMA 17 times since
We have repeatedly demonstrated our commitment to stockholder engagement, evidenced by the actions we took following our 2025 Annual Meeting of Stockholders, between July and
- Contacting 41 stockholders, representing 97.4% of shares outstanding;
- Engaging 11 stockholders, representing 56.7% of shares outstanding; and
- Shifting the structure of our stockholder meetings, 73% (8/11) of which were led by an independent director.
In addition, we have consistently shown our responsiveness to stockholder feedback as exhibited by the following actions:
- Adding five independent directors since 2023 (and nominating a sixth for election at the Annual Meeting) to bring fresh perspectives and directly address stockholder preferences;
- Separating board Chair and CEO roles in
January 2024 to instill greater accountability; - Encouraging a board member to resign from an outside board to address stockholder concerns regarding overboarding;
- Amending our bylaws to reflect the adoption of a majority voting standard for uncontested director elections, with a plurality voting standard for contested elections; and
- Evolving our executive compensation program, including introducing performance share units, refining peer group alignment, enhancing proxy statement disclosure and reinforcing a disciplined approach to one-time awards.
DOMA’S NOMINEES DO NOT POSSESS THE KNOWLEDGE AND EXPERIENCE NECESSARY TO BE VALUE ADDITIVE TO OUR BOARD
In stark contrast to Pacira’s highly qualified, experienced and skilled nominees, DOMA has nominated three director candidates – Oliver Benton Curtis III,
Consistent with its established processes and corporate governance guidelines, the board offered to interview all three of DOMA’s nominees. Following the interviews with Oliver Benton Curtis III and
Furthermore, and interviews aside, it’s crucial to note that none of these nominees have experience serving on public company boards or operating within the biopharmaceutical industry, nor do they have the relevant industry and governance expertise necessary to effectively oversee a publicly traded company like Pacira. DOMA has repeatedly called for the sale of Pacira, yet each nominee lacks relevant public company mergers and acquisitions experience, meaningful business development skills or the ability to provide any differentiated perspectives relative to Pacira’s current board.
Moreover, the potential election of DOMA’s CFO raises significant conflict of interest concerns, particularly given the risk of misalignment between DOMA’s agenda and the long-term interests of Pacira and all its stockholders. In this context, stockholders should realize that their investments would be put at serious risk. The board therefore reaffirms its recommendation of each of Pacira’s highly qualified director nominees –
Our board does NOT endorse any of DOMA’s nominees and recommends that you use the BLUE proxy card or BLUE voting instruction form to vote “FOR” the election of ONLY the three highly qualified Pacira director nominees recommended by the board.
VOTE “FOR” PACIRA’S HIGHLY QUALIFIED DIRECTOR NOMINEES -
We believe our three highly qualified nominees are superior to those nominated by DOMA, as all three of our candidates have public company board experience along with relevant industry expertise that positions them well to advise on a variety of topics pertinent to Pacira’s strategy and operations.
We are confident that Pacira’s directors continuing in office and the director nominees represent the necessary mix of skills and experience to oversee the Company’s strategic direction and deliver consistent value for stockholders. Your board recommends that you vote “FOR” the election of each of the three highly qualified nominees proposed by your board —
Thank you for your continued support of Pacira.
Sincerely,
The Pacira Board of Directors
Your vote is extremely important no matter how many shares you own.
Whether or not you expect to attend the Annual Meeting, please promptly follow the easy instructions on your BLUE proxy card or BLUE voting instruction form to vote by proxy, over the Internet, by telephone or by mail.
Please simply DISREGARD any white proxy card you may receive from DOMA.
If you have questions or require assistance with voting your shares, please contact Pacira’s proxy solicitor:
Advisors
About Pacira
Pacira delivers innovative, non-opioid pain therapies to transform the lives of patients. Pacira has three commercial-stage non-opioid treatments: EXPAREL® (bupivacaine liposome injectable suspension), a long-acting local analgesic currently approved for infiltration, fascial plane block, and as an interscalene brachial plexus nerve block, an adductor canal nerve block, and a sciatic nerve block in the popliteal fossa for postsurgical pain management; ZILRETTA® (triamcinolone acetonide extended-release injectable suspension), an extended-release, intra-articular injection indicated for the management of osteoarthritis knee pain; and iovera®°, a novel, handheld device for delivering immediate, long-acting, drug-free pain control using precise, controlled doses of cold temperature to a targeted nerve. The company is also advancing a pipeline of clinical-stage assets for musculoskeletal pain and adjacencies, its most advanced product candidate, PCRX-201 (enekinragene inzadenovec), a novel locally administered gene therapy, is in Phase 2 clinical development for osteoarthritis of the knee. To learn more about Pacira, visit www.pacira.com
Forward-Looking Statements
Any statements in this document about Pacira’s future expectations, plans, trends, outlook, projections and prospects, and other statements containing the words “believes,” “anticipates,” “plans,” “estimates,” “expects,” “intends,” “may,” “will,” “would,” “could,” “can” and similar expressions, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to: the Annual Meeting; Pacira’s board of directors and the contributions of new directors and director nominees; ‘5x30’, our growth and business strategy, our future outlook, the strength and efficacy of our intellectual property protection and patent terms, our future growth potential and future financial and operating results and trends, our plans, objectives, expectations (financial or otherwise) and intentions, including our plans with respect to the repayment of our indebtedness, anticipated product portfolio and product development programs, strategic alliances, plans with respect to the Non-Opioids Prevent Addiction in the Nation (“NOPAIN”) Act and any other statements that are not historical facts. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We cannot assure you that our estimates, assumptions and expectations will prove to have been correct. Actual results may differ materially from these indicated by such forward-looking statements as a result of various important factors, including risks relating to, among others: risks associated with acquisitions, such as the risk that the acquired businesses and/or assets will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; our manufacturing and supply chain, global and
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Pacira’s actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed and referenced in the “Risk Factors” of Pacira’s most recent Annual Report on Form 10-K and in other filings that Pacira periodically makes with the
Important Additional Information Regarding Proxy Solicitation
On
Participants in the Solicitation
Pacira, its directors, director nominees, certain of its executive officers, and other employees may be deemed participants in the solicitation of proxies from stockholders in respect of the 2026 Annual Meeting. Information regarding the names of such persons and their respective interests in Pacira by security holdings or otherwise is set forth in the 2026 Proxy Statement. Please refer to the sections captioned “Director Compensation,” “Executive Compensation,” “Stock Ownership Information” and “Appendix D—Supplemental Information Regarding Participants in the Solicitation” in the 2026 Proxy Statement. To the extent holdings of Pacira’s directors, director nominees, and executive officers who may be deemed to be participants in the solicitation in Pacira’s securities have changed since the amounts described in the 2026 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the
Additional information can also be found in Pacira’s Annual Report on Form 10-K for the year ended
Non-GAAP Financial Information
This document contains a financial measure that does not comply with
This measure supplements Pacira’s financial results prepared in accordance with GAAP. Pacira management uses this measure to better analyze its financial results, estimate its future gross margin and to help make managerial decisions. In management’s opinion, this non-GAAP measure is useful to investors and other users of Pacira’s financial statements by providing greater transparency into the ongoing operating performance of Pacira and its future outlook. Such measure should not be deemed to be an alternative to GAAP requirements. The non-GAAP measure presented here is also unlikely to be comparable with non-GAAP disclosures released by other companies. See the table below for a reconciliation of GAAP gross margin to Non-GAAP Gross Margin.
| RECONCILIATION OF | ||||||
| (in Thousands, except percentages) | ||||||
| (Unaudited) | 2025 | 2024 | ||||
| GAAP Total Revenues | $ | 726,411 | $ | 700,966 | ||
| GAAP Gross Margin | $ | 576,662 | $ | 530,538 | ||
| GAAP Gross Margin Percentage | 79.4 | % | 75.7 | % | ||
| Adjustments to GAAP Gross Margin: | ||||||
| Stock-Based Compensation | $ | 6,448 | $ | 5,331 | ||
| Decommissioning of Manufacturing Suite(1) | $ | 6,521 | $ | — | ||
| Non-GAAP Gross Margin | $ | 589,631 | $ | 535,869 | ||
| Non-GAAP Gross Margin Percentage | 81.2 | % | 76.4 | % | ||
(1) In
Our long-term target for Non-GAAP Gross Margin is also a non-GAAP financial measure that excludes or otherwise has been adjusted for non-GAAP adjustment items from our
______________________________________
1 As of closing stock price on
2 As of closing stock price on
3 Non-GAAP Gross Margin is a non-GAAP financial measure. See “Non-GAAP Financial Information” for the definition of non-GAAP Gross Margin and a reconciliation to the most directly comparable GAAP measure.
4 As of closing stock price on
5 Share ownership figures based on 13F filings and 44.9 million shares of common stock outstanding as of
Investor Contact:Susan Mesco , (973) 451-4030susan.mesco@pacira.comMedia Contact:Kim Hamilton , (908) 391-0131kim.hamilton@pacira.com
