Supernus CMO Rubin exchanges 13,979 shares in merger
Converted equity awards remained subject to substantially the same terms and vesting, while performance share units became time-vesting restricted stock units.
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Form Type
4
Rhea-AI Filing Summary
Supernus Pharmaceuticals, Inc. (SUPN) reports that on November 2, 2026, Jonathan Rubin, SVP, Chief Medical Officer, disposed of 13,979 common shares in the merger. Each share was converted into the right to receive 1.5401 shares of Indivior common stock; Indivior changed its name to Supernus, Inc. Rubin received no cash consideration other than cash in lieu of a fractional share. His equity awards were assumed and converted, with performance share units becoming time-vesting restricted stock units.
Insider Trade Summary
Other: 245,354 shares
Other
15 txns
Insider
Rubin Jonathan
Role
SVP, Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Employee Stock Option (Right to Buy) F2, F3 | 15,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F4 | 25,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F5 | 25,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F6 | 20,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F7 | 25,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F8 | 20,000 | $0.00 | $0.00 |
| Other | Employee Stock Option (Right to Buy) F2, F9 | 13,500 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F2, F10 | 70,000 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F11, F2, F12 | 3,000 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F11, F2, F13 | 3,375 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F11, F2, F14 | 2,500 | $0.00 | $0.00 |
| Other | Restricted Stock Unit F11, F2, F15 | 1,250 | $0.00 | $0.00 |
| Other | Performance Share Unit F16, F2, F17 | 4,250 | $0.00 | $0.00 |
| Other | Performance Share Unit F16, F2, F18 | 3,500 | $0.00 | $0.00 |
| Other | Common Stock F1 | 13,979 | $0.00 | $0.00 |
Holdings After Transaction:
Employee Stock Option (Right to Buy) — 0 contracts (Direct);
Restricted Stock Unit — 0 contracts (Direct);
Performance Share Unit — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Employee Stock Option (Right to Buy), 143,500 to 0 contracts (Direct);
Restricted Stock Unit, 80,125 to 0 contracts (Direct);
Performance Share Unit, 7,750 to 0 contracts (Direct);
Common Stock, 13,979 to 0 shares (Direct)
Footnotes (18)
- 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. The options vest in four equal installments beginning February 21, 2021.
- F4. The option vests in four equal annual installments beginning on February 19, 2022.
- F5. The option vests in four equal annual installments beginning on February 22, 2023.
- F6. The option vests in four equal annual installments beginning on February 23, 2024.
- F7. The option vests in four equal annual installments beginning on February 22, 2025.
- F8. The option vests in four equal annual installments beginning on February 19, 2026.
- F9. The option vests in four equal annual installments beginning on February 18, 2027.
- F10. 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.
- F11. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
- F12. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.
- F13. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.
- F14. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.
- F15. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.
- F16. Each performance share unit represents the right to receive one share of Supernus common stock upon vesting.
- F17. 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.
- F18. 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.
Key Figures
Supernus Pharmaceuticals common shares disposed: 13,979 shares
Merger exchange ratio: 1.5401 Indivior shares per Supernus Pharmaceuticals common share
Option award shares and exercise price: 15,000 shares; $23.99 per share
+2 more
5 metrics
Supernus Pharmaceuticals common shares disposed
13,979 shares
Merger transaction on November 2, 2026
Merger exchange ratio
1.5401 Indivior shares per Supernus Pharmaceuticals common share
Merger effective November 2, 2026
Option award shares and exercise price
15,000 shares; $23.99 per share
Option award terms before merger conversion
Option award shares and exercise price
25,000 shares; $29.61 per share
Option award terms before merger conversion
Restricted stock units
70,000 units
Award amount reported in the merger conversion
Key Terms
exchange ratio, Performance Share Units, time-vesting restricted stock units, cash in lieu of a fractional share
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.
time-vesting restricted stock units financial
"converted into time-vesting restricted stock units"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Jonathan Rubin's SUPN equity awards treated in the merger?
His outstanding equity awards were assumed by Indivior, renamed Supernus, Inc., and converted into corresponding awards. Award share amounts were multiplied by the 1.5401 exchange ratio and rounded down; option exercise prices were divided by the ratio and rounded up to the nearest whole cent. Performance share units became time-vesting restricted stock units.
AI-generated analysis. How Rhea-AI works. Not financial advice.
