Supernus Pharmaceuticals (SUPN) CFO exercises 1,250 performance share units, withholds shares for tax

Rhea-AI Filing Summary

SUPERNUS PHARMACEUTICALS, INC. reported that Senior Vice-President & CFO Timothy C. Dec exercised 1,250 Performance Share Units into 1,250 shares of common stock on August 12, 2026. The related derivative position was reduced to 0 units. Of the shares received, 604 shares were withheld by the company at $46.57 per share to satisfy tax withholding requirements tied to the vesting of these Performance Share Units. The filing also notes that Mr. Dec’s holdings include 251 shares acquired through the issuer’s Employee Stock Purchase Plan.

Insider Trade Summary

Net Buyer: 646 shares

Net Buy 3 txns

Insider DEC TIMOTHY C

Role Senior Vice-President & CFO

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit F3	1,250	$0.00	$0.00
Exercise	Common Stock F1	1,250	$0.00	$0.00
Tax Withholding	Common Stock F2	604	$46.57	$28K

Holdings After Transaction: Performance Share Unit — 0 shares (Direct); Common Stock — 9,129 shares (Direct)

Footnotes (3)

1. F1. Includes an aggregate of 251 shares acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan.
2. F2. 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.
3. F3. On February 19, 2025, 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 May 3, 2025.

Key Figures

Performance Share Units Exercised: 1,250 units Common Shares Acquired: 1,250 shares Shares Withheld for Taxes: 604 shares +2 more

5 metrics

Performance Share Units Exercised 1,250 units Performance Share Units converted into common stock on August 12, 2026

Common Shares Acquired 1,250 shares Shares of common stock received upon PSU exercise by CFO

Shares Withheld for Taxes 604 shares Common stock withheld to satisfy tax withholding requirements

Withholding Price $46.57 per share Price used for shares withheld to cover tax liability

ESPP Shares Included 251 shares Shares acquired through the Employee Stock Purchase Plan included in holdings

Key Terms

Performance Share Unit, Employee Stock Purchase Plan, tax withholding requirements, Exercise or conversion of derivative security

4 terms

Performance Share Unit financial

"On February 19, 2025, the Reporting Person was awarded Performance Share Units"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

Employee Stock Purchase Plan financial

"Includes an aggregate of 251 shares acquired ... through the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax withholding requirements financial

"shares of common stock withheld by the Company to satisfy tax withholding requirements"

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

FAQ

What insider transaction did SUPN CFO Timothy C. Dec report on August 12, 2026?

Timothy C. Dec exercised 1,250 Performance Share Units, receiving 1,250 shares of Supernus Pharmaceuticals common stock. The underlying performance share award had been granted in February 2025 and vested based on specified individual performance objectives established in May 2025.

How many SUPN shares were withheld for taxes in this Form 4 filing?

The company withheld 604 shares of common stock at $46.57 per share to satisfy tax withholding requirements. These shares relate to the vesting of Performance Share Units awarded to the CFO and are reported under transaction code F.

Did the SUPN CFO buy or sell shares on the open market in this Form 4?

The filing shows no open-market purchases or sales. Reported activity consists of a derivative exercise of Performance Share Units into common stock and company share withholding to cover tax obligations arising from the vesting.

What do the Performance Share Units represent in the SUPN Form 4?

The Performance Share Units represent a compensation award granted on February 19, 2025. A portion vested upon achievement of individual performance objectives set on May 3, 2025, and their vesting resulted in the issuance of 1,250 shares of common stock to the CFO.

How many SUPN shares does the Form 4 say were acquired through the Employee Stock Purchase Plan?

The filing footnotes state that the CFO’s holdings include 251 shares acquired through Supernus Pharmaceuticals’ Employee Stock Purchase Plan. This amount is part of his reported direct ownership position following the transactions.

Were the SUPN insider transactions under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes do not reference a trading plan. The transactions are reported as compensation-related vesting, exercise, and tax withholding rather than pre-planned market trades.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 05:10 PM Accepted by SEC EDGAR 08/14/2026 - 05:09 PM Learn about SEC filing dates

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^*

DEC TIMOTHY C

(Last) (First) (Middle)

C/O SUPERNUS PHARMACEUTICALS, INC.

9715 KEY WEST AVENUE

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice-President & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

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

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

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

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	08/12/2026		M		1,250	A	$0	9,733(1)	D
Common Stock	08/12/2026		F(2)		604	D	$46.57	9,129	D

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	08/12/2026		M			1,250	(3)	(3)	Common Stock	1,250	$0	0	D

Explanation of Responses:

1. Includes an aggregate of 251 shares acquired by the Reporting Person through the Issuer's Employee Stock Purchase Plan.

2. 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.

3. On February 19, 2025, 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 May 3, 2025.

Remarks:

	/s/ Timothy C. Dec	08/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)