Supernus CEO Khattar's shares convert at 1.5401 ratio
SUPN's president and CEO received Indivior common stock rights in the merger; outstanding equity awards were also converted under the exchange ratio.
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Form Type
4
Rhea-AI Filing Summary
Supernus Pharmaceuticals, Inc. (SUPN) President and CEO Jack A. Khattar reported merger-related dispositions on November 2, 2026. His 1,258,351 directly held common shares and 958,100 common shares held through the KBT Trust were canceled and converted into the right to receive 1.5401 shares of Indivior common stock per Supernus Pharmaceuticals share.
At the merger’s effective time, Indivior assumed and converted outstanding equity awards under the exchange ratio; performance stock unit awards became time-vesting restricted stock units. Indivior changed its name to Supernus, Inc., and Supernus Pharmaceuticals became its wholly owned subsidiary. Khattar received no cash consideration other than cash in lieu of a fractional share.
Insider Trade Summary
Other: 5,566,404 shares
Other
15 txns
Insider
Khattar Jack A.
Role
President, CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Restricted Stock Unit F2, F3 | 400,000 | $0.00 | $0.00 |
| Other | Performance Share Unit F4, F2, F5 | 19,320 | $0.00 | $0.00 |
| Other | Performance Share Unit F4, F2, F6 | 169,147 | $0.00 | $0.00 |
| Other | Performance Share Unit F4, F2, F7 | 204,966 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F8 | 250,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F9 | 300,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F10 | 281,250 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F11 | 200,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F12 | 250,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F13 | 280,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F14 | 322,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F15 | 331,660 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F16 | 341,610 | $0.00 | $0.00 |
| Other | Common Stock F1 | 1,258,351 | $0.00 | $0.00 |
| Other | Common Stock F1 | 958,100 | $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);
Common Stock — 0 shares (Indirect, By the KBT Trust)
Holdings Before and After:
Restricted Stock Unit, 400,000 to 0 contracts (Direct);
Performance Share Unit, 393,433 to 0 contracts (Direct);
Employee Stock Option (Right to Buy), 2,556,520 to 0 contracts (Direct);
Common Stock, 1,258,351 to 0 shares (Direct);
Common Stock, 958,100 to 0 shares (Indirect, By the KBT Trust)
Footnotes (16)
- 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 22, 2024, the Reporting Person was awarded Performance Share Units with individual performance objectives and a defined performance period established on June 24, 2024.
- F6. 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.
- F7. 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.
- F8. The option vests in four equal installments beginning on February 14, 2019
- F9. The option vests in four equal installments beginning on February 22, 2020
- F10. The option vests in four equal installments beginning on February 21, 2021.
- F11. The option vested in four equal installments beginning on February 19, 2022.
- F12. The option vests in four equal annual installments beginning on February 22, 2023.
- F13. The option vests in four equal annual installments beginning on February 23, 2024.
- F14. The option vests in four equal annual installments beginning on February 22, 2025.
- F15. The option vests in four equal annual installments beginning on February 20, 2026.
- F16. The option vests in four equal annual installments beginning on February 18, 2027.
Key Figures
Direct common shares disposed: 1,258,351 shares
KBT Trust common shares disposed: 958,100 shares
Merger exchange ratio: 1.5401 Indivior shares per Supernus Pharmaceuticals share
+2 more
5 metrics
Direct common shares disposed
1,258,351 shares
Merger effective November 2, 2026
KBT Trust common shares disposed
958,100 shares
Merger effective November 2, 2026
Merger exchange ratio
1.5401 Indivior shares per Supernus Pharmaceuticals share
Right to receive Indivior common stock
Restricted stock units
400,000 shares subject to the award
Award assumed and converted in the merger
Restricted stock units vesting at closing
50%
Vesting schedule described for the reported RSUs
Key Terms
effective time, restricted stock units, Performance Share Unit, exchange ratio
4 terms
effective time technical
"at the effective time of the merger"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
restricted stock units technical
"settled in common stock upon vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
exchange ratio technical
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Jack A. Khattar's equity awards treated in the SUPN merger?
Indivior assumed and converted the outstanding awards under the merger terms, with substantially the same terms and conditions, including vesting. Performance stock unit awards became time-vesting restricted stock units. The reported restricted stock units vest in installments: 50% at closing, then 15%, 15%, and 20% on the first, second, and third anniversaries.
AI-generated analysis. How Rhea-AI works. Not financial advice.
