SEC Filing - Supernus Pharmaceuticals

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SEC FORM 4SEC Form 4

FORM 4

UNITED 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

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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^*

Horich William Todd

(Last)

(First)

(Middle)

C/O SUPERNUS, INC., 9715 KEY WEST AVENUE

(Street)

ROCKVILLE

20850

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Supernus, Inc. [ SUPN ]
Foreign Trading Symbol

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
SVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$25.59	11/02/2026		J⁽¹⁾		20,021		02/14/2019⁽²⁾	02/14/2028	Common Stock	20,021	$0.00	20,021	D
Employee Stock Option (right to buy)	$23.87	11/02/2026		J⁽¹⁾		21,561		02/22/2020⁽²⁾	02/22/2029	Common Stock	21,561	$0.00	21,561	D
Employee Stock Option (right to buy)	$19.23	11/02/2026		J⁽¹⁾		26,181		02/19/2022⁽²⁾	02/19/2031	Common Stock	26,181	$0.00	26,181	D
Employee Stock Option (right to buy)	$20.91	11/02/2026		J⁽¹⁾		27,721		02/22/2023⁽²⁾	02/22/2032	Common Stock	27,721	$0.00	27,721	D
Employee Stock Option (right to buy)	$25.07	11/02/2026		J⁽¹⁾		30,802		02/23/2024⁽²⁾	02/23/2033	Common Stock	30,802	$0.00	30,802	D
Employee Stock Option (right to buy)	$18.15	11/02/2026		J⁽¹⁾		38,502		02/22/2025⁽²⁾	02/22/2034	Common Stock	38,502	$0.00	38,502	D
Employee Stock Option (right to buy)	$21.77	11/02/2026		J⁽¹⁾		30,802		02/19/2026⁽²⁾	02/19/2035	Common Stock	30,802	$0.00	30,802	D
Employee Stock Option (right to buy)	$32.6	11/02/2026		J⁽¹⁾		20,791		02/18/2027⁽²⁾	02/18/2036	Common Stock	20,791	$0.00	20,791	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		9,625		02/23/2024⁽³⁾	⁽³⁾	Common Stock	9,625	$0.00	9,625	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		3,850		02/22/2025⁽⁴⁾	⁽⁴⁾	Common Stock	3,850	$0.00	3,850	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		5,197		02/19/2026⁽⁵⁾	⁽⁵⁾	Common Stock	5,197	$0.00	5,197	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		4,620		02/18/2027⁽⁶⁾	⁽⁶⁾	Common Stock	4,620	$0.00	4,620	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		154,010		11/02/2026⁽⁷⁾	⁽⁷⁾	Common Stock	154,010	$0.00	154,010	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		1,155		12/31/2026⁽⁸⁾	⁽⁸⁾	Common Stock	1,155	$0.00	1,155	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		2,695		12/31/2026⁽⁸⁾	⁽⁸⁾	Common Stock	2,695	$0.00	2,695	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		3,850		12/31/2026⁽⁸⁾	⁽⁸⁾	Common Stock	3,850	$0.00	3,850	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		808		12/31/2028⁽⁹⁾	⁽⁹⁾	Common Stock	808	$0.00	808	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		1,886		12/31/2028⁽⁹⁾	⁽⁹⁾	Common Stock	1,886	$0.00	1,886	D
Restricted Stock Units	$0.00	11/02/2026		J⁽¹⁾		2,695		12/31/2028⁽⁹⁾	⁽⁹⁾	Common Stock	2,695	$0.00	2,695	D

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 11/2/2026, 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 were converted into time-vesting restricted stock units.

2. The option vests in four equal annual installments beginning on the specified date.

3. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 23, 2024.

4. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 22, 2025.

5. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 19, 2026.

6. These restricted stock units are settled in common stock upon vesting, which occurs in four equal annual installments, beginning on February 18, 2027.

7. These restricted stock units ("RSUs") are settled in common stock upon vesting, which occurs in five installments. 40% 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. 15% of the RSUs vest upon the three-year anniversary of the Closing. 15% of the RSUs vest upon the four-year anniversary of the Closing.

8. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2026.

9. These restricted stock units are settled in common stock upon vesting, which occurs on December 31, 2028.

	/s/ Timothy C. Dec, as attorney-in-fact	11/04/2026
	** Signature of Reporting Person	Date
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