SUPERNUS PHARMACEUTICALS, INC. SEC Filings

SUPERNUS PHARMACEUTICALS, INC. senior vice president and chief medical officer Jonathan Rubin reported equity award activity involving Performance Share Units and common stock. On August 12, 2026, 750 Performance Share Units were exercised and converted into 750 shares of common stock at a conversion price of $0.00 per share, following the achievement of individual performance objectives described in an award granted on February 19, 2025 and performance objectives established on May 3, 2025.

Of the common shares underlying this vesting, 363 shares of common stock were withheld by the company at a price of $46.57 per share to satisfy tax withholding requirements related to the vesting. Footnote disclosure also states that the reporting person’s direct holdings include an aggregate of 251 shares acquired through the issuer’s Employee Stock Purchase Plan.

SUPERNUS PHARMACEUTICALS, INC. executive Padmanabh P. Bhatt, Sr. VP of IP and CSO, reported equity compensation activity involving Performance Share Units. On August 12, 2026, he exercised 2,500 Performance Share Units, converting them into 2,500 shares of common stock.

On the same date, 1,158 common shares were disposed of at $46.57 per share, representing shares withheld by the company to satisfy tax withholding requirements related to the vesting of these Performance Share Units. After the exercise, no Performance Share Units from this award remained outstanding.

SUPERNUS PHARMACEUTICALS, INC. executive Frank Mottola, SVP and Chief Technical Operations Officer, exercised 1,650 Performance Share Units into an equal number of common shares on August 12, 2026. In connection with this vesting, 797 common shares were withheld by the company at $46.57 per share to satisfy tax withholding requirements. The performance share units were granted on February 19, 2025 and vested based on individual performance objectives established on May 3, 2025. Mottola’s common stock holdings include 251 shares acquired through the company’s Employee Stock Purchase Plan.

SUPERNUS PHARMACEUTICALS, INC. reported that Senior Vice-President & CFO Timothy C. Dec exercised 1,250 Performance Share Units into 1,250 shares of common stock on August 12, 2026. The related derivative position was reduced to 0 units. Of the shares received, 604 shares were withheld by the company at $46.57 per share to satisfy tax withholding requirements tied to the vesting of these Performance Share Units. The filing also notes that Mr. Dec’s holdings include 251 shares acquired through the issuer’s Employee Stock Purchase Plan.

Supernus Pharmaceuticals, Inc. is the issuer of common stock reported in this Schedule 13G/A Amendment No. 2. A group including Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander reported historical beneficial ownership positions as of the close of business on June 30, 2026. Integrated Core Strategies (US) LLC reported 3,605,227 shares, representing 6.2% of the common stock, with shared voting and dispositive power over all such shares. Millennium Management LLC, Millennium Group Management LLC and Mr. Englander each reported 3,853,212 shares, representing 6.6% of the class, all with shared voting and dispositive power. The filing states that, as of the date of the amendment, the reporting persons have ceased to beneficially own more than 5% of this class of securities.

Supernus Pharmaceuticals and Indivior plan an all‑stock, tax‑free merger of equals to create a CNS‑focused biopharmaceutical company. Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share. Before closing, Indivior will pay a $1 billion aggregate dividend to its pre‑closing stockholders. At closing, Indivior holders are expected to own 56.5% of the combined company and Supernus holders 43.5% on a fully diluted basis, with about 250 million pro forma shares outstanding.

The combined company, to be named Supernus and headquartered in Rockville, Maryland, had trailing 12‑month pro forma net revenue of $2.2 billion and pro forma adjusted EBITDA of $888 million as of June 30 2026, including $125 million of expected annual cost synergies, largely from G&A and operational efficiencies. Pro forma adjusted EBITDA margin is about 41%, with pro forma net debt of $878 million and net leverage of roughly 1x.

The portfolio will span 11 medicines across addiction, ADHD, depression and Parkinson’s disease, with Sublocade contributing about 44% of pro forma net revenue and five highlighted growth products (Sublocade, Qelbree, Zurzuvae, Gocovri and Onapgo). Management emphasizes strong balance‑sheet capacity to pursue additional mid‑ to late‑stage CNS and women’s health business development. Closing is targeted for the fourth quarter of 2026, subject to shareholder and regulatory approvals and customary conditions.

Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. plan to combine in a tax‑free, all‑stock merger of equals to create a U.S. biopharmaceutical company focused on central nervous system (CNS) diseases. The combined company is expected to be headquartered in Rockville, Maryland, with Supernus CEO Jack A. Khattar serving as CEO after closing, while Indivior’s current CEO continues to lead Indivior until completion.

Indivior plans to file a Form S‑4 registration statement with the SEC containing a joint proxy statement/prospectus for both companies, and the transaction remains subject to stockholder approvals, regulatory clearances, satisfaction of closing conditions, and other customary risks, including integration challenges and uncertainty around realizing expected synergies.

Supernus Pharmaceuticals, Inc. describes recent communications about a proposed merger of equals between Supernus and Indivior Pharmaceuticals Inc. The company posted about the transaction on its LinkedIn account and distributed an internal email and presentation to employees; these materials are furnished as exhibits.

The disclosure explains that Indivior plans to file a registration statement on Form S-4, containing a joint proxy statement/prospectus for both companies’ stockholders, who will receive definitive materials before any vote. It emphasizes that this communication is not an offer to sell or buy securities and outlines numerous forward‑looking risks that could cause the merger not to close or to differ from current expectations.

Supernus Pharmaceuticals describes communications about a proposed all-stock merger of equals with Indivior Pharmaceuticals to create a diversified U.S. CNS biopharmaceutical company. A joint investor presentation cites combined net revenue of $2,162 million for the twelve months ended June 30, 2026, from 11 commercial products spanning addiction, psychiatry and neurology, including SUBLOCADE, Qelbree, GOCOVRI and ZURZUVAE.

Management indicates the transaction is expected to close in Q4, subject to stockholder approvals, regulatory clearances and other customary conditions, with Indivior preparing a Form S-4 and joint proxy statement/prospectus. Internal messages tell employees it is business as usual, with roles and employment status unchanged for now and Supernus leadership joining the combined leadership team. Extensive forward-looking disclosures outline risks such as the merger not closing, fixed exchange-ratio exposure, additional indebtedness to fund a Special Dividend, integration and retention challenges, possible termination fees and stockholder litigation, and broader macroeconomic and regulatory uncertainties.