Supernus (NASDAQ: SUPN) CFO logs RSU vesting, stock awards and tax withholdings

Rhea-AI Filing Summary

SUPERNUS PHARMACEUTICALS, INC. Senior Vice-President & CFO Timothy C. Dec reported multiple equity compensation transactions on February 24, 2026. Restricted stock units were disposed back to the issuer as they vested, and related common stock was acquired. Some common shares were then delivered to cover tax withholding obligations at prices around $51 per share. Footnotes explain that each restricted stock unit converts into one common share and that various RSU grants vest in four equal annual installments beginning on February 19, 2026, February 22, 2023, and February 22, 2025.

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^*

DEC TIMOTHY C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		1,125	A	$0	2,763	D
Common Stock	02/24/2026		F		603(1)	D	$51.35	2,160	D
Common Stock	02/24/2026		A		500	A	$0	2,660	D
Common Stock	02/24/2026		F		242(1)	D	$50.86	2,418	D
Common Stock	02/24/2026		A		3,000	A	$0	5,418	D
Common Stock	02/24/2026		F		1,524(1)	D	$50.86	3,894	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
Restricted Stock Unit	(2)	02/24/2026		D			1,125	(3)	(3)	Common Stock	1,125	$0	3,375	D
Restricted Stock Unit	(2)	02/24/2026		D			500	(4)	(4)	Common Stock	500	$0	0	D
Restricted Stock Unit	(2)	02/24/2026		D			3,000	(5)	(5)	Common Stock	3,000	$0	6,000	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 RSU vesting.

2. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.

3. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.

4. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2023.

5. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.

Remarks:

	/s/ Timothy C. Dec	02/25/2026
	** 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.
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FAQ

What did SUPN executive Timothy C. Dec report in this Form 4?

Timothy C. Dec reported RSU-related equity compensation activity and related tax share withholdings. Restricted stock units were disposed back to the issuer upon vesting, corresponding common shares were acquired, and a portion of those shares was delivered to satisfy tax withholding obligations at stated per-share prices.

Were the SUPN Form 4 transactions open-market stock sales?

The filing shows no open-market sales. Dispositions are classified as issuer dispositions of restricted stock units and tax-withholding dispositions, where shares are delivered to cover tax liabilities in connection with vesting, rather than discretionary sales of shares into the open market.

What types of securities are involved in Timothy Dec’s SUPN Form 4?

The Form 4 covers Restricted Stock Units and Common Stock. RSUs are derivative awards that convert into common shares upon vesting, while the common stock entries reflect shares received from awards and shares delivered to satisfy tax withholding requirements tied to those RSU vestings.

How are the restricted stock units for SUPN’s CFO structured to vest?

Footnotes state that certain restricted stock units are settled in common stock upon vesting in four equal annual installments. Different grants begin vesting on February 19, 2026, February 22, 2023, and February 22, 2025, providing a staggered equity compensation schedule for the executive.

What do the tax-withholding dispositions in the SUPN Form 4 mean?

Tax-withholding dispositions, coded “F,” reflect shares delivered to cover tax obligations from equity vesting. The filing shows common stock used for this purpose at prices of $51.35 and $50.86 per share, rather than cash being paid separately to satisfy those tax liabilities.

Does the SUPN Form 4 indicate how many shares the CFO holds after these transactions?

For each reported transaction, the Form 4 lists the number of shares of the relevant security beneficially owned following that transaction. These line-item figures show updated holdings in both restricted stock units and common stock after each award, disposition to the issuer, and tax-withholding event.