Supernus shareholders approve Indivior merger

The merger structure would leave Supernus as the surviving corporation and a wholly owned subsidiary of Indivior, subject to the agreement’s terms and conditions.

Rhea-AI Filing Summary

Supernus Pharmaceuticals, Inc. (SUPN) stockholders voted on adoption of the Merger Agreement at a special meeting on October 15, 2026. The proposal received 48,249,532 votes for, 235,601 against and 67,004 abstentions.

Under the agreement, and subject to its terms and conditions, Indivior Pharmaceuticals Inc.’s wholly owned subsidiary, Merger Sub, will merge with and into Supernus. Supernus will continue as the surviving corporation and a wholly owned subsidiary of Indivior. A separate, non-binding executive-compensation proposal received 32,688,410 votes for, 15,847,350 against and 16,377 abstentions.

As of September 4, 2026, 58,224,143 shares of common stock were outstanding and entitled to vote.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares outstanding and entitled to vote: 58,224,143 shares Merger Agreement votes for: 48,249,532 votes Merger Agreement votes against: 235,601 votes +4 more

7 metrics

Common shares outstanding and entitled to vote 58,224,143 shares As of September 4, 2026

Merger Agreement votes for 48,249,532 votes October 15, 2026 special meeting

Merger Agreement votes against 235,601 votes October 15, 2026 special meeting

Merger Agreement abstentions 67,004 votes October 15, 2026 special meeting

Executive-compensation proposal votes for 32,688,410 votes Non-binding proposal at the October 15, 2026 special meeting

Executive-compensation proposal votes against 15,847,350 votes Non-binding proposal at the October 15, 2026 special meeting

Executive-compensation proposal abstentions 16,377 votes Non-binding proposal at the October 15, 2026 special meeting

Key Terms

Merger Agreement, non-binding basis, surviving corporation, wholly-owned subsidiary

4 terms

Merger Agreement technical

"entered into by and among the Company, Indivior and Merger Sub"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

non-binding basis regulatory

"approve, on a non-binding basis, the compensation"

surviving corporation technical

"with the Company continuing as the surviving corporation"

The surviving corporation is the company entity that continues to exist after a merger, consolidation, or similar reorganization; it absorbs the assets, liabilities, contracts, and business of the combining firms and remains on the legal books while the other entities cease to exist. For investors, it matters because ownership, shareholder rights, outstanding securities, and regulatory or listing obligations move into that single continuing company—think of it as the ship that all passengers board after two boats are joined together.

wholly-owned subsidiary technical

"a wholly-owned subsidiary of Indivior"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

FAQ

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

How did SUPN shareholders vote on the merger agreement?

The adoption proposal received 48,249,532 votes for, 235,601 against and 67,004 abstentions at the October 15, 2026 special meeting. As of September 4, 2026, 58,224,143 common shares were outstanding and entitled to vote.

How did SUPN shareholders vote on merger-related executive compensation?

The separate proposal received 32,688,410 votes for, 15,847,350 against and 16,377 abstentions. It sought approval, on a non-binding basis, of compensation that will become payable to, and may become payable upon termination of, named executive officers in connection with the merger.

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

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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): October 15, 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 5.07           Submission of Matters to a Vote of Security Holders.

On October 15, 2026 Supernus Pharmaceuticals, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). The definitive proxy statement pertaining to the Special Meeting was previously filed by the Company with the Securities and Exchange Commission on September 11, 2026. As of the close of business on September 4, 2026, there were 58,224,143 shares of common stock outstanding and entitled to vote.

The proposals voted upon by stockholders at the Special Meeting pertained to the Merger Agreement (the “Merger Agreement”) entered into by and among the Company, Indivior Pharmaceuticals Inc., a Delaware corporation (“Indivior”), and Artemis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Indivior.

The tabulation of votes for each proposal voted on by the Company’s stockholders was as follows:

Proposal 1: Adoption of the Merger Agreement (such proposal, the “Supernus Merger Proposal”).

Votes For						Votes Against						Abstain						Broker Non-Votes
48,249,532						235,601						67,004						—

Proposal 2: To approve, on a non-binding basis, the compensation that (i) will become payable to, and (ii) may become upon a termination of, the Company’s named executive officers in connection with the Merger.

Votes For						Votes Against						Abstain						Broker Non-Votes
32,688,410						15,847,350						16,377						—

Item 9.01                                           Financial Statements and Exhibits.

(d)                                Exhibits

Exhibit 104 — The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

2

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: October 15, 2026			By:			/s/ Timothy C. Dec
						Timothy C. Dec
						Senior Vice President and Chief Financial Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB