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[8-K] SUPERNUS PHARMACEUTICALS, INC. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Supernus Pharmaceuticals, Inc. has become obligated to pay a milestone under its Contingent Value Rights Agreement after Milestone 1 was achieved on March 18, 2026. The payment is equal to $0.50 per Contingent Value Right (CVR), for an aggregate of approximately $33.4 million.

The milestone payment will be made in cash, without interest and subject to applicable withholding taxes. Supernus will deposit the funds with the rights agent within 20 business days of May 17, 2026, and the rights agent will distribute payments to CVR holders under the terms of the CVR Agreement.

Positive

  • None.

Negative

  • None.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Milestone payment per CVR $0.50 per CVR Amount owed for Milestone 1 under CVR Agreement
Aggregate milestone obligation approximately $33.4 million Total cash milestone payment triggered by Milestone 1
Milestone 1 achievement date March 18, 2026 Date Milestone 1 under CVR Agreement was achieved
Notice Date May 17, 2026 Date Supernus notified rights agent of Milestone 1 achievement
Funding deadline 20 business days Time from Notice Date to deposit milestone funds with rights agent
CVR Agreement date July 30, 2025 Date Contingent Value Rights Agreement was entered into
Contingent Value Right financial
"an amount equal to $0.50 per Contingent Value Right ("CVR"), payable in cash"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
CVR Agreement financial
"pursuant to the Contingent Value Right Agreement (the "CVR Agreement") entered into as of July 30, 2025"
A CVR agreement is a contract that gives holders the right to receive a future payment or other benefit if specific milestones or outcomes are met after a corporate deal, such as regulatory approval, sales targets, or trial results. For investors it matters because a CVR can add potential upside or create extra risk separate from the stock itself—like holding a coupon that only pays out if a promised event actually happens—so its terms and likelihood of payout affect valuation and investment decisions.
Off-Balance Sheet Arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.
forward-looking statements regulatory
"contains "forward-looking statements" that do not convey historical information, but relate to predicted or potential future events"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"including those set forth in Item 1A, "Risk Factors," in Supernus’ Annual Report on Form 10-K"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
Understanding 8-K Material Events →
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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): May 17, 2026
 
Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)
Delaware
001-3551820-2590184
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
9715 Key West Ave
Rockville
MD
20850
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (301) 838-2500
 
Not Applicable
(Former name or former address, if changed since last report.)

  Securities registered pursuant to Section 12(b) of the Exchange Act
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par value per shareSUPNThe Nasdaq Stock Market LLC

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 (see General Instruction A.2. below):
 
☐ 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))
 
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). ☐
 
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 17, 2026 (the “Notice Date”), pursuant to the Contingent Value Right Agreement (the “CVR Agreement”) entered into as of July 30, 2025, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent, the Company notified the Rights Agent that Milestone 1, as defined in the CVR Agreement, was achieved on March 18, 2026. Accordingly, the Company has become obligated to pay the associated milestone payment, an amount equal to $0.50 per Contingent Value Right ("CVR"), payable in cash, without interest thereon and subject to reduction for any applicable withholding taxes in respect thereof, in the aggregate amount of approximately $33.4 million. The Company will deposit with the Rights Agent the amount necessary to pay the associated milestone payment within 20 business days of the Notice Date. Payment to holders of the CVR will be distributed pursuant to the terms and conditions of the CVR Agreement.

The foregoing description of certain terms of the CVR Agreement and the CVRs issued thereunder is not complete and is qualified in its entirety by reference to the full text of the CVR Agreement, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2025 (File No. 001-35518).

The information in this Item 2.03 (including Exhibit 10.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” that do not convey historical information, but relate to predicted or potential future events, such as statements of our plans, strategies and intentions. These statements can often be identified by the use of forward-looking terminology such as “believe,” “expect,” “intend,” “may,” “will,” “should,” or “anticipate” or similar terminology. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except for Supernus’ ongoing obligations to disclose material information under the federal securities laws, Supernus undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and the markets in which Supernus competes, the forward-looking statements of Supernus contained in this Current Report on Form 8-K are also subject to various risks and uncertainties, including those set forth in Item 1A, “Risk Factors,” in Supernus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025 which the Company filed on March 2, 2026, and other risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission made pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
ExhibitDescription
10.1*
Exhibit 10.1* - Contingent Value Rights Agreement, dated as of July 30, 2025, by and among Supernus Pharmaceuticals, Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 31, 2026, File No. 001-35518).
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Previously filed.

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

 SUPERNUS PHARMACEUTICALS, INC.
  
DATED: May 20, 2026By:/s/ Timothy C. Dec
  Timothy C. Dec
Senior Vice President and Chief Financial Officer
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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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