[8-K] Pacira BioSciences, Inc. Reports Material Event

Rhea-AI Filing Summary

Pacira BioSciences, Inc. expanded its Board of Directors from nine to ten members and appointed Dr. Samit Hirawat as a Class III director, effective immediately on January 27, 2026. He will also serve on the Board’s Science and Technology Committee.

Dr. Hirawat will receive Pacira’s standard compensation for non-employee directors. The Board determined that he qualifies as an independent director under Nasdaq’s listing standards. The company later issued a press release on January 28, 2026 to publicly announce his appointment.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

1/27/20260001396814false00013968142026-01-272026-01-27

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 27, 2026

PACIRA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35060

51-0619477

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2000 Sierra Point Parkway, Suite 900

Brisbane, California 94005

(Address and Zip Code of Principal Executive Offices)

(650) 242-8052

(Registrant’s Telephone Number, Including Area Code)

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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

PCRX

Nasdaq Global Select Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2026, the Board of Directors (the “Board”) of Pacira BioSciences, Inc. (the “Company”), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Third Amended and Restated Bylaws of the Company, approved an increase of the size of the Board from nine directors to 10 directors, and appointed Dr. Samit Hirawat to the Board, to serve as a Class III director, effective immediately. The Board also concurrently appointed Dr. Hirawat to the Science and Technology Committee of the Board.

As compensation for service on the Board, Dr. Hirawat will receive the Company’s standard compensation for non-employee directors. There are no understandings or arrangements with any person pursuant to which Dr. Hirawat was selected as a director, nor is Dr. Hirawat a party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The Board considered the independence of Dr. Hirawat under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards and concluded that Dr. Hirawat is an independent director under the applicable Nasdaq standards.

Item 7.01. Regulation FD Disclosure.

On January 28, 2026, the Company issued a press release announcing the appointment of Dr. Hirawat to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
99.1						Press Release dated January 28, 2026.
104						Cover Page Interactive Data File (Formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									PACIRA BIOSCIENCES, INC. (REGISTRANT)
Dated:			January 28, 2026			By:			/s/ KRISTEN WILLIAMS
									Kristen Williams
									Chief Administrative Officer and Secretary

FAQ

What board change did Pacira BioSciences (PCRX) disclose in this 8-K?

Pacira BioSciences expanded its Board of Directors from nine to ten members and appointed Dr. Samit Hirawat as a Class III director. This change increases board capacity and adds additional expertise at the board and committee levels.

Who is the new director appointed to Pacira BioSciences (PCRX)?

Pacira BioSciences appointed Dr. Samit Hirawat as a Class III director and member of the Science and Technology Committee. He joins as a non-employee director and will receive the company’s standard compensation for non-employee board members under existing policies.

Is the new Pacira (PCRX) director considered independent under Nasdaq rules?

Yes, Pacira’s Board concluded that Dr. Samit Hirawat is an independent director under applicable Nasdaq listing standards. This means he meets Nasdaq’s criteria for independence, supporting stronger corporate governance and oversight by non-management board members.

Did Pacira BioSciences (PCRX) change director compensation with this appointment?

No, Pacira stated that Dr. Hirawat will receive its standard compensation for non-employee directors. The filing does not describe any special arrangements, indicating he will be paid under the same program as other outside directors.

Are there any related party transactions involving Pacira (PCRX) and Dr. Hirawat?

Pacira reported that Dr. Hirawat is not involved in any related party transaction that must be disclosed under Item 404(a) of Regulation S-K. This signals there are no reportable conflicts of interest tied to his board appointment.

How did Pacira BioSciences (PCRX) publicly announce the new director appointment?

Pacira issued a press release on January 28, 2026 announcing Dr. Hirawat’s appointment to the Board. That press release is included as Exhibit 99.1 and is furnished, rather than filed, under securities law provisions in the current report.