Supernus (NASDAQ: SUPN) amends 2018 merger milestone terms

Rhea-AI Filing Summary

Supernus Pharmaceuticals, Inc. reported that on January 22, 2026 it entered into a First Amendment to its September 12, 2018 Agreement and Plan of Merger, with Reich Consulting Group, Inc. acting as Securityholder Representative.

The amendment changes the timing and payment of certain merger-related milestones. Supernus is filing the amendment as Exhibit 10.1, with limited portions omitted as confidential under Regulation S-K Item 601(b)(10)(iv), which the company states are not material and would be competitively harmful if publicly disclosed.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 →

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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): January 28, 2026

Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-35518						20-2590184
(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 class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.001 par value per share			SUPN			The 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 1.01 Entry into a Material Definitive Agreement.

On January 22, 2026, Supernus Pharmaceuticals, Inc. (the “Company”) entered into a First Amendment (the “Amendment”) to the Agreement and Plan of Merger dated September 12, 2018 (the “Merger Agreement”), with Reich Consulting Group, Inc. as the Securityholder Representative.

The Amendment relates to the timing and payment of certain milestones under the Merger Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit			Description
10.1*			First Amendment to Agreement and Plan of Merger, dated as of January 22, 2026, by and among Supernus Pharmaceuticals, Inc. and Reich Consulting Group, Inc.
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Certain portions of this exhibit that constitute confidential information have been omitted in accordance with Regulation S-K, Item 601(b)(10)(iv) because it (i) is not material and (ii) would be competitively harmful if publicly disclosed

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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: January 28, 2026			By:			/s/ Timothy C. Dec
						Timothy C. Dec Senior Vice President and Chief Financial Officer

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FAQ

What did Supernus Pharmaceuticals (SUPN) disclose in this Form 8-K?

Supernus Pharmaceuticals disclosed that it entered into a First Amendment to its September 12, 2018 Agreement and Plan of Merger. The filing explains that this amendment adjusts the timing and payment of certain milestones originally set under the merger agreement with Reich Consulting Group, Inc.

What is the First Amendment to Supernus Pharmaceuticals' 2018 merger agreement?

The First Amendment is a contractual change dated January 22, 2026 that modifies the existing 2018 Agreement and Plan of Merger. It specifically addresses when certain milestones are due and how they will be paid, updating terms originally agreed with Reich Consulting Group, Inc.

Who is the securityholder representative in Supernus Pharmaceuticals' amended merger agreement?

Reich Consulting Group, Inc. serves as the Securityholder Representative under the amended merger agreement. This means Reich Consulting Group, Inc. represents the former securityholders of the acquired business in connection with milestone payments and other post-closing matters governed by the merger agreement and its amendment.

Which exhibit did Supernus Pharmaceuticals file with this 8-K related to the merger amendment?

Supernus Pharmaceuticals filed the First Amendment to the Agreement and Plan of Merger as Exhibit 10.1. The company notes that certain portions of this exhibit have been omitted as confidential information in accordance with Regulation S-K Item 601(b)(10)(iv).

Why were portions of Supernus Pharmaceuticals' merger amendment filed confidentially?

Supernus stated that some parts of the First Amendment contain confidential information. These portions were omitted under Regulation S-K Item 601(b)(10)(iv) because the company considers them immaterial and believes public disclosure would be competitively harmful to its business operations and negotiating position.

Who signed the Supernus Pharmaceuticals (SUPN) Form 8-K covering the merger amendment?

The Form 8-K was signed on behalf of Supernus Pharmaceuticals by Timothy C. Dec. He is identified in the filing as the company’s Senior Vice President and Chief Financial Officer, acting as the duly authorized officer for this report under the Securities Exchange Act of 1934.