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Indivior CFO acquires 14,059 shares in merger

The merger provided no cash consideration apart from cash paid in lieu of a fractional share.

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Form Type
4

Rhea-AI Filing Summary

Indivior Pharmaceuticals, Inc. (INDV) recorded Timothy C. Dec, SVP, Chief Financial Officer, acquiring 14,059 common shares on November 2, 2026, in the merger exchange. Each outstanding Supernus Pharmaceuticals common share was converted into the right to receive 1.5401 Indivior common shares. His options and restricted stock units were assumed and converted into corresponding awards, with substantially the same terms and vesting; exercise prices were adjusted using the exchange ratio.

Insider DEC TIMOTHY C
Role SVP, Chief Financial Officer
Type Security Shares Price Value
Other Employee Stock Option (right to buy) F2, F3 130,908 $0.00 $0.00
Other Employee Stock Option (right to buy) F2, F3 38,502 $0.00 $0.00
Other Employee Stock Option (right to buy) F2, F3 61,604 $0.00 $0.00
Other Employee Stock Option (right to buy) F2, F3 77,005 $0.00 $0.00
Other Employee Stock Option (right to buy) F2, F3 61,604 $0.00 $0.00
Other Employee Stock Option (right to buy) F2, F3 26,951 $0.00 $0.00
Other Restricted Stock Units F2, F4 3,850 $0.00 $0.00
Other Restricted Stock Units F2, F5 9,240 $0.00 $0.00
Other Restricted Stock Units F2, F6 5,197 $0.00 $0.00
Other Restricted Stock Units F2, F7 4,620 $0.00 $0.00
Other Restricted Stock Units F2, F8 107,807 $0.00 $0.00
Other Restricted Stock Units F2, F9 1,925 $0.00 $0.00
Other Restricted Stock Units F2, F10 1,925 $0.00 $0.00
Other Restricted Stock Units F2, F10 1,925 $0.00 $0.00
Other Restricted Stock Units F2, F9 1,886 $0.00 $0.00
Other Restricted Stock Units F2, F10 1,886 $0.00 $0.00
Other Restricted Stock Units F2, F11 1,617 $0.00 $0.00
Other Common Stock F1 14,059 $0.00 $0.00
Holdings After Transaction: Employee Stock Option (right to buy) — 396,574 contracts (Direct); Restricted Stock Units — 141,878 contracts (Direct); Common Stock — 14,059 shares (Direct)
Footnotes (11)
  1. F1. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/26, Artemis Merger Sub Inc. merged with and into Supernus Pharmaceuticals, with Supernus Pharmaceuticals surviving as a wholly-owned subsidiary of Indivior. At the effective time, each outstanding share of Supernus Pharmaceuticals common stock was cancelled and automatically converted into the right to receive 1.5401 shares of Indivior common stock. In connection with the merger, Indivior changed its name to "Supernus, Inc." The reporting person's shares of Supernus Pharmaceuticals common stock were disposed of, and the shares of Supernus, Inc. common stock received in exchange were acquired, pursuant to the merger. The reporting person received no cash consideration other than cash in lieu of a fractional share.
  2. F2. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/2026, each outstanding Supernus Pharmaceuticals equity award was assumed by Indivior (renamed Supernus, Inc.) and automatically converted into a corresponding Supernus, Inc. equity award covering the number of Supernus, Inc. shares equal to the number of Supernus Pharmaceuticals shares subject to the award multiplied by the 1.5401 exchange ratio (rounded down), with the per-share exercise price divided by the exchange ratio and rounded up to the nearest whole cent. Each converted award is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time, except performance stock unit awards were converted into time-vesting restricted stock units.
  3. F3. The option vests in four equal annual installments beginning on the specified date.
  4. F4. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.
  5. F5. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.
  6. F6. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.
  7. F7. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.
  8. F8. These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in four installments. 50% of the RSUs vest upon the closing of the merger-of-equals transaction between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. (the "Closing"). 15% of the RSUs vest upon the one-year anniversary of the Closing. 15% of the RSUs vest upon the two-year anniversary of the Closing. 20% of the RSUs vest upon the three-year anniversary of the Closing.
  9. F9. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2027.
  10. F10. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2026.
  11. F11. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2028.
Common shares acquired 14,059 shares Merger exchange on November 2, 2026
Common shares held after transaction 14,059 shares Direct holdings reported after the November 2, 2026 transaction
Converted option award exercise price $16.30 per share Option award covering 130,908 common shares
Converted option award exercise price $20.91 per share Option award covering 38,502 common shares
Restricted stock units 107,807 units Converted award reported November 2, 2026
exchange ratio technical
"multiplied by the 1.5401 exchange ratio"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Employee Stock Option (right to buy) financial
"Employee Stock Option (right to buy)"
Restricted Stock Units financial
"These restricted stock units are settled in common stock upon vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-vesting restricted stock units financial
"performance stock unit awards were converted into time-vesting restricted stock units"
cash in lieu of a fractional share financial
"cash in lieu of a fractional share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many INDV shares did CFO Timothy C. Dec receive in the merger?

Timothy C. Dec, SVP, Chief Financial Officer, acquired 14,059 common shares on November 2, 2026, in exchange for his Supernus Pharmaceuticals common shares. Each outstanding share was converted into the right to receive 1.5401 Indivior common shares; he received no cash consideration other than cash in lieu of a fractional share.

How were INDV options and restricted stock units adjusted in the merger?

Outstanding equity awards were assumed and converted into corresponding awards covering a number of shares based on the 1.5401 exchange ratio, rounded down. Per-share exercise prices were divided by that ratio and rounded up to the nearest whole cent. Converted awards remained subject to substantially the same terms and conditions, including vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
DEC TIMOTHY C

(Last)(First)(Middle)
C/O SUPERNUS, INC., 9715 KEY WEST AVENUE

(Street)
ROCKVILLE MARYLAND 20850

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Supernus, Inc. [ SUPN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026J(1)14,059A$0.00(1)14,059D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$16.311/02/2026J(2)130,90808/23/2022(3)08/23/2031Common Stock130,908$0.00130,908D
Employee Stock Option (right to buy)$20.9111/02/2026J(2)38,50202/22/2023(3)02/22/2032Common Stock38,502$0.0038,502D
Employee Stock Option (right to buy)$25.0711/02/2026J(2)61,60402/23/2024(3)02/23/2033Common Stock61,604$0.0061,604D
Employee Stock Option (right to buy)$18.1511/02/2026J(2)77,00502/22/2025(3)02/22/2034Common Stock77,005$0.0077,005D
Employee Stock Option (right to buy)$21.7711/02/2026J(2)61,60402/19/2026(3)02/19/2035Common Stock61,604$0.0061,604D
Employee Stock Option (right to buy)$32.611/02/2026J(2)26,95102/18/2027(3)02/18/2036Common Stock26,951$0.0026,951D
Restricted Stock Units$0.0011/02/2026J(2)3,85002/23/2024(4) (4)Common Stock3,850$0.003,850D
Restricted Stock Units$0.0011/02/2026J(2)9,24002/22/2025(5) (5)Common Stock9,240$0.009,240D
Restricted Stock Units$0.0011/02/2026J(2)5,19702/19/2026(6) (6)Common Stock5,197$0.005,197D
Restricted Stock Units$0.0011/02/2026J(2)4,62002/18/2027(7) (7)Common Stock4,620$0.004,620D
Restricted Stock Units$0.0011/02/2026J(2)107,80711/02/2026(8) (8)Common Stock107,807$0.00107,807D
Restricted Stock Units$0.0011/02/2026J(2)1,92512/31/2027(9) (9)Common Stock1,925$0.001,925D
Restricted Stock Units$0.0011/02/2026J(2)1,92512/31/2026(10) (10)Common Stock1,925$0.001,925D
Restricted Stock Units$0.0011/02/2026J(2)1,92512/31/2026(10) (10)Common Stock1,925$0.001,925D
Restricted Stock Units$0.0011/02/2026J(2)1,88612/31/2027(9) (9)Common Stock1,886$0.001,886D
Restricted Stock Units$0.0011/02/2026J(2)1,88612/31/2026(10) (10)Common Stock1,886$0.001,886D
Restricted Stock Units$0.0011/02/2026J(2)1,61712/31/2028(11) (11)Common Stock1,617$0.001,617D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/26, Artemis Merger Sub Inc. merged with and into Supernus Pharmaceuticals, with Supernus Pharmaceuticals surviving as a wholly-owned subsidiary of Indivior. At the effective time, each outstanding share of Supernus Pharmaceuticals common stock was cancelled and automatically converted into the right to receive 1.5401 shares of Indivior common stock. In connection with the merger, Indivior changed its name to "Supernus, Inc." The reporting person's shares of Supernus Pharmaceuticals common stock were disposed of, and the shares of Supernus, Inc. common stock received in exchange were acquired, pursuant to the merger. The reporting person received no cash consideration other than cash in lieu of a fractional share.
2. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/2026, each outstanding Supernus Pharmaceuticals equity award was assumed by Indivior (renamed Supernus, Inc.) and automatically converted into a corresponding Supernus, Inc. equity award covering the number of Supernus, Inc. shares equal to the number of Supernus Pharmaceuticals shares subject to the award multiplied by the 1.5401 exchange ratio (rounded down), with the per-share exercise price divided by the exchange ratio and rounded up to the nearest whole cent. Each converted award is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time, except performance stock unit awards were converted into time-vesting restricted stock units.
3. The option vests in four equal annual installments beginning on the specified date.
4. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.
5. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.
6. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.
7. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.
8. These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in four installments. 50% of the RSUs vest upon the closing of the merger-of-equals transaction between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. (the "Closing"). 15% of the RSUs vest upon the one-year anniversary of the Closing. 15% of the RSUs vest upon the two-year anniversary of the Closing. 20% of the RSUs vest upon the three-year anniversary of the Closing.
9. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2027.
10. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2026.
11. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2028.
/s/ Timothy C. Dec11/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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