Supernus CEO exercises PSUs, withholds shares for tax

Supernus Pharmaceuticals President and CEO Jack A. Khattar reported routine equity compensation activity involving Performance Share Units that converted into common stock.

Accepted by SEC EDGAR 03/10/2026 - 04:13 PM EDT

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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.

Insider Trade Summary

38,640 shares exercised/converted

Exercise 3 txns

Insider Khattar Jack A.

Role President, CEO

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit	38,640	$0.00	$0.00
Exercise	Common Stock	38,640	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	16,574	$54.73	$907K
Holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Unit — 0 contracts (Direct); Common Stock — 1,228,644 shares (Direct); Common Stock — 1,005,600 shares (Indirect, By the KBT Trust)

Holdings Before and After: Performance Share Unit, 38,640 to 0 contracts (Direct); Common Stock, 1,206,578 to 1,228,644 shares (Direct)

Footnotes (2)

F1. 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.
F2. 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.

FAQ

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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.

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Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR