Supernus (NASDAQ: SUPN) CEO exercises performance units, withholds shares for taxes

Rhea-AI Filing Summary

Supernus Pharmaceuticals President and CEO Jack A. Khattar reported routine equity compensation activity involving Performance Share Units that converted into common stock. He exercised derivative awards covering 38,640 Performance Share Units, receiving the same number of shares of common stock.

To cover tax withholding triggered by this vesting, 16,574 shares of common stock were withheld by the company at $54.73 per share, as described in the footnotes. After these transactions, Khattar held 1,228,644 shares of common stock directly and 1,005,600 shares indirectly through the KBT Trust, reflecting a substantial ongoing ownership position.

SEC Form 4

FORM 4

UNITED 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

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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^*

Khattar Jack A.

(Last) (First) (Middle)

C/O SUPERNUS PHARMACEUTICALS INC.

9715 KEY WEST AVENUE

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUPERNUS PHARMACEUTICALS, INC. [ SUPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		M		38,640	A	$0	1,245,218	D
Common Stock	03/06/2026		F(1)		16,574	D	$54.73	1,228,644	D
Common Stock								1,005,600	I	By the KBT Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Unit	$0	03/06/2026		M			38,640	(2)	(2)	Common Stock	38,640	$0	0	D

Explanation of Responses:

1. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the vesting of Performance Share Units.

2. On February 22, 2024, the Reporting Person was awarded Performance Share Units, a portion of which vested upon the achievement of individual performance objectives within a defined performance period, which objectives were established on June 24, 2024.

Remarks:

	/s/ Timothy C. Dec, as attorney-in-fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SUPN CEO Jack Khattar report on this Form 4?

Jack Khattar reported exercising Performance Share Units into common stock and related tax withholding. He converted 38,640 Performance Share Units into 38,640 common shares, and 16,574 of those shares were withheld by the company to satisfy tax obligations tied to the vesting.

How many Supernus (SUPN) shares did Jack Khattar acquire through derivative exercises?

Khattar acquired 38,640 shares of Supernus common stock through the exercise of Performance Share Units. These units were part of an award granted on February 22, 2024, with vesting tied to individual performance objectives established on June 24, 2024, as described in the footnotes.

Why were 16,574 SUPN shares withheld in Jack Khattar’s Form 4 filing?

The 16,574 shares of Supernus common stock were withheld by the company to cover tax withholding requirements. This occurred in connection with the vesting of Performance Share Units and is classified as a tax-withholding disposition, not an open-market sale, at a price of $54.73 per share.

What are Jack Khattar’s direct and indirect SUPN shareholdings after these transactions?

Following the reported transactions, Khattar directly owned 1,228,644 shares of Supernus common stock. He also indirectly held 1,005,600 additional shares through the KBT Trust, giving him significant combined ownership as reflected in the direct and indirect holding entries.

Were Jack Khattar’s SUPN transactions open-market buys or sales?

The filing shows no open-market purchases or sales. Instead, it reports a derivative exercise converting Performance Share Units into common stock and a tax-withholding disposition, where 16,574 shares were withheld by the company to satisfy tax obligations related to the vesting event.

What performance-based award underlies the SUPN shares in this Form 4?

The transactions relate to Performance Share Units awarded to Khattar on February 22, 2024. A portion of these units vested after he achieved individual performance objectives within a defined performance period, with those objectives established on June 24, 2024, according to the disclosed footnote.