Supernus CFO Dec exchanges shares at 1.5401 ratio
Converted equity awards are subject to substantially the same terms, while performance awards became time-vesting restricted stock units.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Supernus Pharmaceuticals, Inc. reported that Senior Vice-President & CFO Timothy C. Dec disposed of 9,129 common shares in the merger effective November 2, 2026. Each outstanding Supernus Pharmaceuticals common share was canceled and converted into the right to receive 1.5401 shares of Indivior common stock; Indivior changed its name to Supernus, Inc. Dec acquired successor-company shares in the exchange and received no cash consideration other than cash in lieu of a fractional share.
His equity awards were assumed by Indivior, renamed Supernus, Inc., and automatically converted into corresponding awards. The converted awards are subject to substantially the same terms and conditions, including vesting, except performance share unit awards ceased and were converted into time-vesting restricted stock units.
Insider Trade Summary
Other: 358,754 shares
Other
14 txns
Insider
DEC TIMOTHY C
Role
Senior Vice-President & CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Restricted Stock Unit F2, F3 | 70,000 | $0.00 | $0.00 |
| Other | Performance Share Unit F4, F2, F5 | 3,750 | $0.00 | $0.00 |
| Other | Performance Share Unit F4, F2, F6 | 3,500 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F7, F2, F8 | 2,500 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F7, F2, F9 | 6,000 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F7, F2, F10 | 3,375 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F7, F2, F11 | 3,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F12 | 85,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F13 | 25,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F14 | 40,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F15 | 50,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F16 | 17,500 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F17 | 40,000 | $0.00 | $0.00 |
| Other | Common Stock F1 | 9,129 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Performance Share Unit — 0 contracts (Direct);
Employee Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Restricted Stock Unit, 84,875 to 0 contracts (Direct);
Performance Share Unit, 7,250 to 0 contracts (Direct);
Employee Stock Option (Right to Buy), 257,500 to 0 contracts (Direct);
Common Stock, 9,129 to 0 shares (Direct)
Footnotes (17)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/26, Artemis Merger Sub Inc. merged with and into Supernus Pharmaceuticals, with Supernus Pharmaceuticals surviving as a wholly-owned subsidiary of Indivior. At the effective time, each outstanding share of Supernus Pharmaceuticals common stock was cancelled and automatically converted into the right to receive 1.5401 shares of Indivior common stock. In connection with the merger, Indivior changed its name to "Supernus, Inc." The reporting person's shares of Supernus Pharmaceuticals common stock were disposed of, and the shares of Supernus, Inc. common stock received in exchange were acquired, pursuant to the merger. The reporting person received no cash consideration other than cash in lieu of a fractional share.
- F2. Pursuant to the Agreement and Plan of Merger, dated as of August 1, 2026, by and among Indivior Pharmaceuticals, Inc. ("Indivior"), Artemis Merger Sub Inc. and Supernus Pharmaceuticals, Inc. ("Supernus Pharmaceuticals"), at the effective time of the merger on 11/2/2026, each outstanding Supernus Pharmaceuticals equity award was assumed by Indivior (renamed Supernus, Inc.) and automatically converted into a corresponding Supernus, Inc. equity award covering the number of Supernus, Inc. shares equal to the number of Supernus Pharmaceuticals shares subject to the award multiplied by the 1.5401 exchange ratio (rounded down), with the per-share exercise price divided by the exchange ratio and rounded up to the nearest whole cent. Each converted award is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time, except performance stock unit awards ceased were converted into time-vesting restricted stock units.
- F3. These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in four installments. 50% of the RSUs vest upon the closing of the merger-of-equals transaction between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. (the "Closing"). 15% of the RSUs vest upon the one-year anniversary of the Closing. 15% of the RSUs vest upon the two-year anniversary of the Closing. 20% of the RSUs vest upon the three-year anniversary of the Closing.
- F4. Each performance share unit represents the right to receive one share of Supernus common stock upon vesting.
- F5. On February 19, 2025, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on May 3, 2025.
- F6. On February 18, 2026, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on July 15, 2026.
- F7. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
- F8. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.
- F9. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.
- F10. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.
- F11. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.
- F12. The option vests in four equal installments beginning on August 23, 2022.
- F13. The option vests in four equal annual installments beginning on February 22, 2023.
- F14. The option vests in four equal annual installments beginning on February 19, 2026.
- F15. The option vests in four equal annual installments beginning on February 22, 2025.
- F16. The option vests in four equal annual installments beginning on February 18, 2027.
- F17. The option vests in four equal annual installments beginning on February 23, 2024.
Key Figures
Supernus Pharmaceuticals common shares disposed: 9,129 shares
Original common shares held after transaction: 0 shares
Merger exchange ratio: 1.5401 shares
+4 more
7 metrics
Supernus Pharmaceuticals common shares disposed
9,129 shares
Merger effective November 2, 2026
Original common shares held after transaction
0 shares
After the November 2, 2026 transaction
Merger exchange ratio
1.5401 shares
Indivior common shares for each Supernus Pharmaceuticals common share
Restricted stock units before conversion
70,000 shares
Award converted in the merger effective November 2, 2026
Performance share units before conversion
3,750 shares
Award converted in the merger effective November 2, 2026
Employee stock options before conversion
85,000 shares at $25.09 per share
Option award converted in the merger effective November 2, 2026
Employee stock options before conversion
25,000 shares at $32.20 per share
Option award converted in the merger effective November 2, 2026
Key Terms
exchange ratio, Restricted Stock Unit, Performance Share Unit, exercise price
4 terms
exchange ratio financial
"multiplied by the 1.5401 exchange ratio"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Restricted Stock Unit financial
"These restricted stock units ("RSUs") are settled in common stock upon vesting"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
exercise price financial
"with the per-share exercise price divided by the exchange ratio"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were SUPN equity awards converted in the merger?
Indivior, renamed Supernus, Inc., assumed outstanding Supernus Pharmaceuticals equity awards and converted them into corresponding awards using the 1.5401 exchange ratio. The share count was rounded down and the per-share exercise price was divided by the ratio and rounded up to the nearest whole cent. Converted awards kept substantially the same terms and conditions, including vesting, except performance stock unit awards became time-vesting restricted stock units.
AI-generated analysis. How Rhea-AI works. Not financial advice.
