DOMA Perpetual (NASDAQ: PCRX) Seeks Board Seats and Pushes Pacira Sale

Rhea-AI Filing Summary

DOMA Perpetual Capital Management LLC, which says it beneficially owns approximately 6.83% of Pacira BioSciences, Inc. common stock, plans to run a dissident slate of three independent director candidates at Pacira’s 2026 annual shareholder meeting. DOMA states that Pacira’s board should pursue an immediate sale of the company and criticizes current executive compensation and general spending as “exorbitant and unmerited,” while also questioning whether the board has provided appropriate fiduciary oversight.

DOMA and affiliated entities, including DOMA Perpetual LO Equity Master Fund LP, DOMA Perpetual Partners GP LLC, Reliability LLC and Pedro Escudero, intend to solicit votes using a WHITE proxy card and will file a detailed proxy statement with the SEC. The group collectively may be deemed to beneficially own several million Pacira shares through various entities, and it urges Pacira stockholders to review its forthcoming proxy materials when available.

Insights

Corporate governance and activism analyst

Activist investor plans proxy contest at Pacira and urges a sale.

DOMA Perpetual Capital Management and affiliated entities disclose beneficial ownership of Pacira shares and state an intent to nominate three independent directors at the 2026 annual meeting. They also say the board should undertake an immediate sale of the company and criticize executive pay and spending, signaling a classic activist campaign focused on strategy, costs and governance.

The group’s plan to file a proxy statement and use a WHITE proxy card indicates a potential contested election rather than a negotiated engagement. Outcomes will depend on how other shareholders assess DOMA’s arguments about compensation, spending and oversight versus the incumbent board’s positions, which are not described in this excerpt.

Future company and DOMA proxy materials around the 2026 annual meeting are likely to provide more detail on the proposed nominees, DOMA’s strategic ideas, and any board responses.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ¨

Filed by a Party other than the Registrant x

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

x Soliciting Material Under § 240.14a-12

PACIRA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

DOMA PERPETUAL CAPITAL MANAGEMENT LLC

DOMA PERPETUAL LO EQUITY MASTER FUND LP

DOMA PERPETUAL PARTNERS GP LLC

PEDRO ESCUDERO

RELIABILITY LLC

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DOMA Perpetual Capital Management Announces Intent to Nominate Three Highly Qualified, Independent Director Candidates at 2026 Annual Meeting of Pacira BioSciences, Inc.

Restates Position that Pacira’s Board Should Conduct Formal Sales Process of the Business

Considers Current Executive Compensation and Spending Exorbitant and Unmerited

Questions Whether the Board Has Exercised Appropriate Fiduciary Oversight

MIAMI, FLORIDA – December 30, 2025 – DOMA Perpetual Capital Management LLC (together with its affiliates, “DOMA”), which beneficially owns approximately 6.83% of the outstanding shares of Common Stock of Pacira BioSciences, Inc. (NASDAQ: PCRX) (“Pacira” or the “Company”), today announced that it intends to nominate three highly-qualified, independent director candidates at the Company’s 2026 annual meeting of stockholders. DOMA further asserts the Company’s Board of Directors should pursue an immediate sale of the Company. DOMA considers the current level of Executive Compensation and General Spending to be exorbitant and unmerited and questions whether the Board has exercised appropriate fiduciary oversight.

About DOMA Perpetual Capital Management LLC:

DOMA Perpetual Capital Management LLC is an asset management firm based in Miami, Florida. DOMA Perpetual strives to achieve great investment results by identifying attractive, uncorrelated companies with sustainable competitive advantages, while limiting exposure to downside risks. It employs an opportunistic, fundamentals-based strategy that invests in companies across a variety of sectors and market caps throughout the globe.

Contact:

DOMA Perpetual Capital Management LLC

ir@domaperpetual.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

DOMA Perpetual Capital Management LLC, a Delaware limited liability company (“DOMA”), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of Pacira BioSciences, Inc., a Delaware corporation (the “Company”).

DOMA STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be DOMA, DOMA Perpetual LO Equity Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands (“DOMA LO Master”), DOMA Perpetual Partners GP LLC, a Delaware limited liability company (“DOMA GP”), Reliability LLC, an investment holding company wholly-owned by the John Templeton Foundation (“JTF”), Pedro Escudero and the individuals to be nominated by DOMA as director candidates at the Company, who have not yet been identified.

As of the date hereof, DOMA LO Master directly beneficially owns 1,965,775 shares of Common Stock, par value $0.001 par value per share, of the Company (the “Common Stock”). As of the date hereof, JTF directly beneficially owns 812,019 shares of Common Stock.¹ As of the date hereof, Mr. Escudero directly beneficially owns 159,000 shares of Common Stock. As Investment Manager of DOMA LO Master and JTF, DOMA may be deemed to beneficially own the 2,936,794 shares of Common Stock beneficially owned by DOMA LO Master. As general partner of DOMA LO Master, DOMA GP may be deemed to beneficially own the 2,124,775 shares of Common Stock beneficially owned by DOMA LO Master. As Founder and Chief Investment Officer of DOMA and Managing Member of DOMA GP, Mr. Escudero may be deemed to beneficially own the 2,936,794 shares of Common Stock beneficially owned by DOMA, and DOMA GP.

___________________________

¹ DOMA is acting as investment manager with respect to the shares beneficially owned by JTF which DOMA exercises discretionary investment and voting authority. JTF is not making or sponsoring the director nominations.

FAQ

What action is DOMA Perpetual Capital Management taking at Pacira BioSciences (PCRX)?

DOMA Perpetual Capital Management LLC plans to nominate three independent director candidates for election to the Pacira BioSciences board at the Company’s 2026 annual meeting of stockholders, and will solicit votes via a WHITE proxy card.

How large is DOMA Perpetual Capital Management’s reported ownership stake in Pacira BioSciences (PCRX)?

DOMA states that it beneficially owns approximately 6.83% of Pacira BioSciences’ outstanding common stock through affiliated investment entities and related holdings.

What changes is DOMA urging at Pacira BioSciences (PCRX)?

DOMA says Pacira’s board should pursue an immediate sale of the Company. It also characterizes current executive compensation and general spending as “exorbitant and unmerited” and questions whether the board has exercised appropriate fiduciary oversight.

Who are the key participants in DOMA’s proxy solicitation related to Pacira BioSciences (PCRX)?

The anticipated participants include DOMA Perpetual Capital Management LLC, DOMA Perpetual LO Equity Master Fund LP, DOMA Perpetual Partners GP LLC, Reliability LLC (an investment holding company wholly-owned by the John Templeton Foundation), Pedro Escudero, and the director nominees to be identified.

How many Pacira BioSciences (PCRX) shares are reported as beneficially owned by DOMA-related entities?

As disclosed, DOMA Perpetual LO Equity Master Fund LP directly beneficially owns 1,965,775 shares, the John Templeton Foundation (via Reliability LLC) directly beneficially owns 812,019 shares, and Pedro Escudero directly beneficially owns 159,000 shares of Pacira common stock.

Where can Pacira BioSciences (PCRX) shareholders find DOMA’s proxy materials?

DOMA says its preliminary proxy statement and related materials will be filed with the SEC and available for free at http://www.sec.gov. Participants in the solicitation will also provide copies of the proxy statement without charge upon request.