SUPERNUS PHARMACEUTICALS, INC.

false 0001356576 0001356576 2026-08-01 2026-08-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2026 Supernus Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35518 20-2590184 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 9715 Key West Ave Rockville MD 20850 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: ( 301 ) 838-2500 Not Applicable (Former name or former address, if changed since last report.) Securities registered pursuant to Section 12(b) of the Exchange Act Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value per share SUPN The Nasdaq Stock Market LLC Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 1, 2026 (the “Signing Date”), Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Supernus”), entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, Indivior Pharmaceuticals Inc., a Delaware corporation (“Indivior”), and Artemis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Indivior. The Merger Agreement provides for a strategic combination of the Company and Indivior in a merger of equals. Following the completion of the Merger, the combined company will be renamed “Supernus, Inc.” (the “Combined Company”) and its shares of common stock are expected to continue trading on the Nasdaq Stock Market under the ticker symbol “SUPN.” Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5% of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5% of the Combined Company on a fully diluted basis. The Merger and the other transactions contemplated by the Merger Agreement are referred to collectively as the “Transactions.” At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of the Company (each, a “Company Share”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.5401 shares of common stock, par value $0.001 per share, of Indivior (each, an “Indivior Share” and, such ratio, the “Exchange Ratio,” and the Indivior Shares issuable in the Merger, the “Merger Consideration”). The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either the Company Shares or the Indivior Shares. No fractional Indivior Shares will be issued in the Merger; instead, each holder of Company Shares who would otherwise be entitled to a fractional Indivior Share will receive cash in lieu thereof, without interest and subject to applicable withholding, based on the volume weighted average trading price of the Indivior Shares over a specified period prior to the Effective Time, as provided in the Merger Agreement. The issuance of Indivior Shares as Merger Consideration (the “Share Issuance”) requires the approval of Indivior’s stockholders, and the adoption of the Merger Agreement requires the approval of the Company’s stockholders. Each of the Company and Indivior has agreed to hold a meeting of its respective stockholders to obtain these approvals. In connection with the Merger, and subject to applicable law and the satisfaction or waiver of the conditions to Closing, prior to the Effective Time Indivior will declare a cash dividend in an aggregate amount of $1,000,000,000 (the “Special Dividend”), payable to holders of record of Indivior Shares, and to holders of Indivior equity awards with respect to the Indivior Shares underlying such awards, in each case as of a record date immediately prior to the Effective Time and as more fully described in the Merger Agreement. In connection with the Merger Agreement and the Special Dividend, Indivior entered into a commitment letter with Citibank, N.A. pursuant to which Citibank, N.A. has committed to provide, subject to the terms and conditions thereof, a senior secured term loan facility in an aggregate principal amount of $650 million. The parties have agreed to cooperate and use their respective reasonable best efforts to obtain such financing prior to closing. Under the Merger Agreement, at the Effective Time, outstanding Company equity awards will be assumed by Indivior and converted into corresponding awards with respect to Indivior Shares, with the number of underlying shares (and, for options, the exercise price) adjusted based on the Exchange Ratio. Each Company restricted stock unit award will be converted into an Indivior restricted stock unit award; each Company performance stock unit award will be converted into an Indivior restricted stock unit award subject solely to time-based vesting (with performance-vesting conditions ceasing to apply); and each Company stock option will be converted into an option to acquire Indivior Shares. 2 Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the “Combined Company Board”) will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iv) Timonthy C. Dec will serve as Chief Financial Officer. The Merger Agreement contains customary representations, warranties and covenants made by each of the Company and Indivior. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, each of the Company and Indivior has agreed to use reasonable efforts to conduct its business in the ordinary course consistent with past practice in all material respects and has agreed to certain other operating covenants, as set forth more fully in the Merger Agreement. Consummation of the Merger is subject to customary closing conditions, including, among others, (i) the receipt of the required approvals of the