Supernus director exchanges 124,119 shares in merger
The merger also converted Newhall’s outstanding stock options and restricted stock units into corresponding awards under the stated exchange formula.
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Form Type
4
Rhea-AI Filing Summary
Supernus Pharmaceuticals, Inc. director Charles W. Newhall III reported that 124,119 common shares were disposed of in the November 2, 2026 merger. Each outstanding Supernus Pharmaceuticals common share was cancelled and converted into the right to receive 1.5401 shares of Indivior common stock. Newhall received no cash consideration other than cash in lieu of a fractional share. Indivior changed its name to Supernus, Inc., and Supernus Pharmaceuticals survived as its wholly owned subsidiary.
Newhall’s outstanding restricted stock units and stock options were assumed and converted into corresponding awards under the exchange formula: award share counts were rounded down, and exercise prices were divided by the exchange ratio and rounded up to the nearest cent. His 2,989 restricted stock units are to settle in common stock upon vesting on February 18, 2027.
Insider Trade Summary
Other: 212,424 shares
Other
13 txns
Insider
NEWHALL CHARLES W III
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Restricted Stock Unit F2, F3, F4 | 2,989 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 7,905 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 6,036 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 8,613 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 12,427 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 9,305 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 7,365 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3 | 6,847 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3, F5 | 6,293 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3, F6 | 8,252 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3, F7 | 7,296 | $0.00 | $0.00 |
| Other | Director Stock Option (Right to Buy) F3, F8 | 4,977 | $0.00 | $0.00 |
| Other | Common Stock F1 | 124,119 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Director Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Restricted Stock Unit, 2,989 to 0 contracts (Direct);
Director Stock Option (Right to Buy), 85,316 to 0 contracts (Direct);
Common Stock, 124,119 to 0 shares (Direct)
Footnotes (8)
- 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. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
- F3. 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.
- F4. These restricted stock units will be settled in common stock upon vesting, which will occur on February 18, 2027.
- F5. The option vests on February 23, 2024.
- F6. The option vests on February 22, 2025.
- F7. The option vests on February 19, 2026.
- F8. Each option vests on February 18, 2027.
Key Figures
Common shares disposed: 124,119 shares
Merger exchange ratio: 1.5401 Indivior common shares per Supernus Pharmaceuticals common share
Restricted stock units: 2,989 units
+2 more
5 metrics
Common shares disposed
124,119 shares
Disposed in the November 2, 2026 merger
Merger exchange ratio
1.5401 Indivior common shares per Supernus Pharmaceuticals common share
Common-stock conversion in the merger
Restricted stock units
2,989 units
To settle in common stock upon vesting on February 18, 2027
Pre-merger option award and exercise price
7,905 shares; $25.30 per share
Director stock option award converted in the merger
Pre-merger option award and exercise price
4,977 shares; $50.20 per share
Director stock option award converted in the merger
Key Terms
restricted stock unit, exchange ratio, effective time, cash in lieu of a fractional share
4 terms
restricted stock unit financial
"Each restricted stock unit represents the right to receive one share"
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.
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were SUPN director Charles W. Newhall III’s options and restricted stock units treated?
Indivior assumed and converted each outstanding Supernus Pharmaceuticals equity award into a corresponding Supernus, Inc. award. The conversion applied the 1.5401 exchange ratio to award shares, rounded down, and divided exercise prices by the ratio, rounded up to the nearest cent. Newhall’s 2,989 restricted stock units are to settle in common stock upon vesting on February 18, 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
