Pharmaceutical Inc. (COLL) CEO awarded RSUs and vested PSUs

Rhea-AI Filing Summary

Pharmaceutical, Inc.'s President, CEO and director Vikram Karnani reported equity compensation transactions in the company’s common stock. On February 10, 2026, he received a grant of 79,264 restricted stock units, each representing one future share, at a price of $0 per share.

On the same date, 32,531 performance share units from the 2025 fiscal year vested after performance criteria were met, increasing his direct holdings. The company withheld 11,296 shares at $46.75 per share to cover tax obligations tied to the vesting, leaving Karnani with 197,864 shares of common stock owned directly after these transactions.

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

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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^*

Karnani Vikram

(Last) (First) (Middle)

C/O COLLEGIUM PHARMACEUTICAL, INC.

100 TECHNOLOGY CENTER DRIVE

(Street)

STOUGHTON MA 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		A		79,264(1)	A	$0	176,629(2)	D
Common Stock	02/10/2026		A		32,531(3)	A	$0	209,160	D
Common Stock	02/10/2026		F		11,296(4)	D	$46.75	197,864	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. Includes 376 shares acquired on July 18, 2025 under the Issuer's employee stock purchase plan.

3. 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 32,531 performance share units ("PSUs") granted in the Issuer's 2025 fiscal year.

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

	/s/ Colleen Tupper as Attorney-In-Fact For Vikram Karnani	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did COLL Pharmaceutical, Inc. report for Vikram Karnani?

Vikram Karnani reported receiving 79,264 restricted stock units and 32,531 performance share units that vested, both at $0 per share. The company also withheld 11,296 shares at $46.75 per share to cover tax obligations related to the vesting.

How many COLL Pharmaceutical, Inc. shares does Vikram Karnani own after these Form 4 transactions?

After the reported transactions, Vikram Karnani directly owns 197,864 shares of COLL Pharmaceutical, Inc. common stock. This reflects the combination of new restricted and performance-based share awards minus shares withheld by the company to satisfy related tax obligations.

What are the terms of the 79,264 RSUs granted to COLL’s CEO Vikram Karnani?

The 79,264 restricted stock units grant vests over three years. One-third vests on February 10, 2027, with the remaining units vesting in equal annual installments over the following two years, contingent on Karnani’s continued service with the company.

What triggered the vesting of 32,531 performance share units at COLL Pharmaceutical, Inc.?

The 32,531 performance share units vested after the Compensation Committee determined, effective February 10, 2026, that performance-vesting criteria for awards granted in the 2025 fiscal year were satisfied. These vested units are settled in shares of the company’s common stock.

Why were 11,296 COLL shares disposed of in Vikram Karnani’s Form 4 filing?

The 11,296 shares were withheld by the company at $46.75 per share to cover applicable withholding taxes due upon the vesting of performance share units. This tax-withholding disposition reduced the gross shares received from equity awards to a net ownership increase.

How do RSUs reported for COLL’s CEO convert into common stock?

Each restricted stock unit reported for the CEO represents a contingent right to receive one share of COLL’s common stock. The RSUs are settled in shares on each applicable vesting date, assuming Vikram Karnani continues to serve the company through those vesting dates.