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Supernus director Gemayel’s 27,277 shares convert

The merger converted his outstanding equity awards into replacement awards, with option exercise prices adjusted by the exchange ratio.

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Form Type
4

Rhea-AI Filing Summary

Supernus Pharmaceuticals, Inc. director Georges Gemayel reported disposing of 27,277 common shares on November 2, 2026, under the merger. Each outstanding share was cancelled and converted into the right to receive 1.5401 shares of Supernus, Inc. common stock; he received no cash consideration other than cash in lieu of a fractional share. His outstanding restricted stock units and options were assumed by Indivior, renamed Supernus, Inc., and converted into corresponding awards. The converted options’ per-share exercise prices were divided by the exchange ratio and rounded up to the nearest whole cent.

Insider GEMAYEL GEORGES
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 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 27,277 $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), 77,411 to 0 contracts (Direct); Common Stock, 27,277 to 0 shares (Direct)
Footnotes (8)
  1. 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.
  2. F2. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
  3. 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.
  4. F4. These restricted stock units will be settled in common stock upon vesting, which will occur on February 18, 2027.
  5. F5. The option vests on February 23, 2024.
  6. F6. The option vests on February 22, 2025.
  7. F7. The option vests on February 19, 2026.
  8. F8. Each option vests on February 18, 2027.
Common shares disposed 27,277 shares Supernus Pharmaceuticals common stock; November 2, 2026
Merger exchange ratio 1.5401 shares of Supernus, Inc. common stock per Supernus Pharmaceuticals share At the effective time of the merger
Restricted stock units 2,989 units Scheduled to vest February 18, 2027
Director stock options 6,036 options; $38.60 exercise price per share Expiration June 13, 2027
Director stock options 8,613 options; $39.40 exercise price per share Expiration February 23, 2028
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.
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.
cash in lieu of a fractional share financial
"cash in lieu of a fractional share"
assumed financial
"each outstanding Supernus Pharmaceuticals equity award was assumed by Indivior"

FAQ

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What happened to Georges Gemayel's SUPN shares in the merger?

Georges Gemayel's 27,277 Supernus Pharmaceuticals common shares were cancelled and converted into the right to receive 1.5401 shares of Supernus, Inc. common stock per share. He received no cash consideration other than cash in lieu of a fractional share.

What happened to Georges Gemayel's SUPN stock options and restricted stock units?

The outstanding awards were assumed by Indivior, renamed Supernus, Inc., and converted into corresponding Supernus, Inc. awards. The number of shares subject to each award was multiplied by the exchange ratio and rounded down; the per-share exercise price was divided by the ratio and rounded up to the nearest whole cent. Performance stock units were converted into time-vesting restricted stock units.

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SEC Form 4
FORM 4UNITED 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
X
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*
GEMAYEL GEORGES

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026J(1)27,277D$0(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)11/02/2026J(3)2,989 (4) (4)Common Stock2,989$00D
Director Stock Option (Right to Buy)$38.611/02/2026J(3)6,03606/13/201806/13/2027Common Stock6,036$00D
Director Stock Option (Right to Buy)$39.411/02/2026J(3)8,61302/23/201902/23/2028Common Stock8,613$00D
Director Stock Option (Right to Buy)$36.7511/02/2026J(3)12,42702/22/202002/22/2029Common Stock12,427$00D
Director Stock Option (Right to Buy)$23.9911/02/2026J(3)9,30502/21/202102/21/2030Common Stock9,305$00D
Director Stock Option (Right to Buy)$29.6111/02/2026J(3)7,36502/19/202202/19/2031Common Stock7,365$00D
Director Stock Option (Right to Buy)$32.211/02/2026J(3)6,84702/22/202302/22/2032Common Stock6,847$00D
Director Stock Option (Right to Buy)$38.611/02/2026J(3)6,293 (5)02/23/2033Common Stock6,293$00D
Director Stock Option (Right to Buy)$27.9411/02/2026J(3)8,252 (6)02/22/2034Common Stock8,252$00D
Director Stock Option (Right to Buy)$33.5211/02/2026J(3)7,296 (7)02/19/2035Common Stock7,296$00D
Director Stock Option (Right to Buy)$50.211/02/2026J(3)4,977 (8)02/18/2036Common Stock4,977$00D
Explanation of Responses:
1. 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.
2. Each restricted stock unit represents the right to receive one share of Supernus common stock upon vesting.
3. 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.
4. These restricted stock units will be settled in common stock upon vesting, which will occur on February 18, 2027.
5. The option vests on February 23, 2024.
6. The option vests on February 22, 2025.
7. The option vests on February 19, 2026.
8. Each option vests on February 18, 2027.
Remarks:
/s/ Timothy C. Dec, as attorney-in-fact11/04/2026
** Signature of Reporting PersonDate
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)

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