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Supernus Pharmaceuticals, Inc. reports that, together with Indivior Pharmaceuticals Inc., it is holding a conference call and webcast on August 3, 2026 at 8:30 a.m. Eastern Time to present information regarding a proposed merger of the two companies. An investor presentation, furnished as Exhibit 99.1, will be used during the call.
Indivior plans to file a registration statement on Form S-4 with the SEC, containing a joint proxy statement/prospectus for both Indivior and Supernus stockholders, and each company expects to file additional related documents. Stockholders are urged in the materials to read the joint proxy statement/prospectus and other SEC filings when available, as they will contain important information about the proposed transaction.
The report clarifies that it does not constitute an offer to sell or buy securities or a solicitation of any vote, and that any offer of securities will be made only by a prospectus meeting Securities Act requirements. It also includes extensive forward-looking statement disclosures outlining risks that could cause actual outcomes of the proposed merger of equals, including timing and anticipated benefits, to differ materially from current expectations.
Supernus Pharmaceuticals, Inc. is presenting information on a proposed merger of equals with Indivior Pharmaceuticals Inc., supported by a conference call and webcast at 8:30 a.m. Eastern Time on August 3, 2026. The slides used for this presentation are filed as Exhibit 99.1.
Indivior intends to file a registration statement on Form S-4 that will include a joint proxy statement/prospectus to be sent to both companies’ stockholders. The disclosure includes extensive forward-looking statements highlighting that completion of the merger depends on stockholder and regulatory approvals, satisfaction of closing conditions, potential additional indebtedness to fund a Special Dividend, integration challenges, possible competing proposals, and the risk the transaction may not be completed.
Supernus Pharmaceuticals reported strong second quarter 2026 growth, with total revenues of $219.1 million, a 32% increase from $165.5 million a year earlier. Growth was driven by CNS products including Qelbree, GOCOVRI, ZURZUVAE and ONAPGO, which together generated $175.7 million, up 52% year over year.
Despite higher revenue, Supernus recorded an operating loss of $58.0 million and a net loss of $58.4 million, or $1.01 per share, largely due to a non-cash $54.9 million impairment charge related to APOKYN and higher selling, general and administrative expenses. Adjusted operating earnings were $31.2 million versus $40.9 million in 2025. Cash, cash equivalents and current marketable securities rose to $372.1 million as of June 30, 2026.
Management raised full-year 2026 guidance, targeting total revenues of $860–$890 million and adjusted operating earnings of $150–$180 million. Supernus also highlighted a previously announced all-stock merger of equals with Indivior Pharmaceuticals to create a larger diversified CNS biopharmaceutical company, subject to stockholder and regulatory approvals.
Supernus Pharmaceuticals entered into a merger-of-equals Agreement and Plan of Merger with Indivior Pharmaceuticals, under which Artemis Merger Sub will merge into Supernus, leaving Supernus as a wholly owned subsidiary of Indivior. Each Supernus share will convert at closing into 1.5401 Indivior shares, with Indivior stockholders expected to own 56.5% and Supernus stockholders 43.5% of the combined company on a fully diluted basis. The combined company will be renamed Supernus, Inc. and is expected to continue trading on Nasdaq under the symbol SUPN.
Indivior plans to declare a $1.0 billion Special Dividend to its shareholders, supported by a $650 million senior secured term loan commitment from Citibank, N.A., subject to conditions. Closing requires stockholder approvals, antitrust clearance, effectiveness of an S-4, Nasdaq listing approval for new Indivior shares, financing availability, and absence of a material adverse effect. Mutual termination fees apply in certain circumstances ($101 million if payable by Supernus; $174 million if payable by Indivior). CEO Jack A. Khattar signed an amended employment agreement effective only upon closing, providing a $1,115,000 base salary, performance-based bonus opportunity, defined severance protections and full vesting of equity upon qualifying terminations.
Supernus Pharmaceuticals agreed to a tax-free, all-stock merger of equals with Indivior Pharmaceuticals. Each Supernus share will convert into 1.5401 Indivior shares, with Indivior stockholders owning about 56.5% of the combined company and Supernus stockholders about 43.5%. The combined company will be renamed Supernus, Inc. and its stock is expected to continue trading on Nasdaq under the ticker SUPN.
Indivior will declare a pre-closing special cash dividend of $1.0 billion, funded by a committed $650 million senior secured term loan and available cash. The businesses report approximately $2.2 billion of combined annual revenues and expect $125 million in annual cost synergies. Closing is targeted for the fourth quarter of 2026, subject to stockholder approvals, regulatory clearances, effectiveness of an S-4 registration, Nasdaq listing of new shares, and financing. The agreement includes reciprocal termination fees of $101 million (Supernus) and $174 million (Indivior) and a new employment agreement under which Jack Khattar will serve as CEO of the combined company.
Supernus Pharmaceuticals reported that President and CEO Jack A. Khattar acquired 29,849 Performance Share Units on July 29, 2026, at $0.00 per unit. Each unit corresponds to one share of common stock, leaving him holding 29,849 such units from this award after the transaction.
The Performance Share Units were originally awarded on February 19, 2025, with a portion vesting upon the achievement of individual performance objectives that were established on May 3, 2025.
SUPERNUS PHARMACEUTICALS, INC. reported that Senior Vice-President & CFO Timothy C. Dec acquired 1,250 Performance Share Units on July 29, 2026, representing 1,250 shares of common stock held directly at a per-unit price of $0.00. These units were originally awarded on February 19, 2025, with a portion vesting upon achievement of individual performance objectives set within a defined performance period and established on May 3, 2025.
Supernus Pharmaceuticals, Inc. executive Frank Mottola, SVP and Chief Technical Operations Officer, reported the acquisition of 1,650 Performance Share Units on July 29, 2026.
The units relate to an award granted on February 19, 2025 that vests upon achievement of individual performance objectives established on May 3, 2025. Following this transaction he holds 1,650 units directly, each corresponding to one share of common stock.
SUPERNUS PHARMACEUTICALS, INC. reported that Sr. VP of IP, CSO Padmanabh P. Bhatt acquired 2,500 Performance Share Units on July 29, 2026. These units, each tied to one share of Common Stock and granted at $0.00, relate to an award made on February 19, 2025 that vested upon achieving individual performance objectives established on May 3, 2025. Following this award, Bhatt holds 2,500 Performance Share Units directly.