What triggered the vesting of 32,734 COLL performance share units?

The Compensation Committee determined that performance-vesting criteria were met for 32,734 performance share units on February 10, 2026. These PSUs were granted over the issuer’s three prior fiscal years, and meeting those criteria resulted in the shares becoming earned and subject to related tax withholding.

[Form 4] COLLEGIUM PHARMACEUTICAL, INC Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pharmaceutical, Inc. Executive Vice President and Chief Financial Officer Colleen Tupper reported equity compensation activity in common stock. On February 10, 2026, she acquired 26,421 restricted stock units and 32,734 performance share units at no cost, reflecting new stock-based awards and vesting.

To cover tax withholding on these vestings, 11,861 shares and 26,679 shares were withheld at a price of $46.75 per share rather than sold in the open market. After these grant, vesting, and withholding transactions, she directly beneficially owned 147,282 shares of common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Tupper Colleen

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	26,421	$0.00	--
Grant/Award	Common Stock	32,734	$0.00	--
Tax Withholding	Common Stock	11,861	$46.75	$555K
Tax Withholding	Common Stock	26,679	$46.75	$1.25M

Holdings After Transaction: Common Stock — 153,088 shares (Direct)

Footnotes (1)

Reflects the grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. One-third (33%) of the RSUs shall vest on February 10, 2027, with the balance of the RSUs vesting in equal annual installments over the following two-year period, subject to the Reporting Person's continued service with the Issuer. The RSUs will be settled on each applicable vesting date in shares of the Issuer's common stock. Effective February 10, 2026, the Compensation Committee of the Board of Directors of the Issuer determined that performance-vesting criteria were met with regard to an aggregate of 32,734 performance share units ("PSUs") granted in the Issuer's three prior fiscal years. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of PSUs. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of RSUs.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tupper Colleen

(Last)

(First)

(Middle)

C/O COLLEGIUM PHARMACEUTICAL, INC.

100 TECHNOLOGY CENTER DRIVE

(Street)

STOUGHTON

02072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COLLEGIUM PHARMACEUTICAL, INC [ COLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		A		26,421⁽¹⁾	A	$0	153,088	D
Common Stock	02/10/2026		A		32,734⁽²⁾	A	$0	185,822	D
Common Stock	02/10/2026		F		11,861⁽³⁾	D	$46.75	173,961	D
Common Stock	02/10/2026		F		26,679⁽⁴⁾	D	$46.75	147,282	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. One-third (33%) of the RSUs shall vest on February 10, 2027, with the balance of the RSUs vesting in equal annual installments over the following two-year period, subject to the Reporting Person's continued service with the Issuer. The RSUs will be settled on each applicable vesting date in shares of the Issuer's common stock.

2. Effective February 10, 2026, the Compensation Committee of the Board of Directors of the Issuer determined that performance-vesting criteria were met with regard to an aggregate of 32,734 performance share units ("PSUs") granted in the Issuer's three prior fiscal years.

3. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of PSUs.

4. Shares withheld by the Issuer to satisfy applicable withholding taxes upon the vesting of RSUs.

	/s/ Colleen Tupper	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did COLL executive Colleen Tupper report?

Colleen Tupper reported equity compensation activity, including new stock-based awards and tax-related share withholdings. She received 26,421 restricted stock units and 32,734 performance share units, with 11,861 and 26,679 shares withheld at $46.75 each to satisfy tax obligations tied to the vesting.

How many COLL shares does Colleen Tupper beneficially own after these transactions?

After the reported transactions, Colleen Tupper directly beneficially owns 147,282 shares of COLL common stock. This figure reflects the net result of new grants, performance share vesting, and shares withheld by the company to cover applicable withholding taxes on those equity awards.

What type of equity awards did COLL grant to Colleen Tupper?

Colleen Tupper received 26,421 restricted stock units and 32,734 performance share units. Each restricted stock unit and performance share unit represents a contingent right to receive one share of common stock, subject to vesting schedules, performance criteria, and continued service conditions defined by Pharmaceutical, Inc.

How do the new RSUs for COLL’s CFO vest over time?

One-third of the 26,421 restricted stock units vest on February 10, 2027. The remaining units vest in equal annual installments over the following two years, contingent on Colleen Tupper’s continued service, with settlement in shares of Pharmaceutical, Inc. common stock at each vesting date.

Were COLL shares actually sold by Colleen Tupper in the market?

The filing shows shares were disposed of through code F transactions, meaning shares were withheld to pay taxes. Specifically, 11,861 and 26,679 shares were withheld at $46.75 per share, indicating tax-settlement transactions rather than open-market sales initiated by Colleen Tupper.