Short answer
SUPERNUS PHARMACEUTICALS, INC. (SUPN) filed an 8-K current report with the SEC on August 3, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors or Officers), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Merger-of-equals with Indivior; Supernus shareholders receive 1.5401 Indivior shares per SUPN share.
SUPERNUS PHARMACEUTICALS, INC. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Merger-of-equals with Indivior; Supernus shareholders receive 1.5401 Indivior shares per SUPN share
- Post-closing ownership split: Indivior holders 56.5%, Supernus holders 43.5%; SUPN ticker expected to continue on Nasdaq
- Indivior to fund a $1 billion special dividend using a committed $650 million senior secured term loan facility
- Closing requires both shareholder approvals, antitrust clearance, Form S-4 effectiveness, Nasdaq listing approval, and financing
- Termination fees of $101 million for Supernus or $174 million for Indivior create meaningful deal-break protections
Item 5.02 · Departure/Election of Directors or Officers
- CEO Jack Khattar retained post-merger as President, CEO, and board member of the combined company
- Employment agreement contingent on merger closing; void if merger fails
- $1.115M annual salary with target bonus of 100% and maximum bonus of 200% of base salary
- 18-month severance for qualifying termination, extending to 24 months around change in control
- Full vesting of outstanding equity awards upon qualifying termination; board approval required for termination during three years post-closing
Item 8.01 · Other Events
- Supernus and Indivior executed a merger agreement for a proposed merger of equals
- Transaction remains subject to stockholder, regulatory, and other closing approvals
- Fixed exchange ratio exposes shareholders to market-price changes before closing
- Additional indebtedness to fund a Special Dividend could increase combined-company leverage
- Form S-4 and joint proxy statement/prospectus will provide definitive terms and voting information
Item EX-99.1 · Exhibit EX-99.1
- Proposed tax-free all-stock merger creates a CNS company with approximately $2.2B combined annual revenue and 11 commercial medicines
- Expected annual cost synergies of $125M support projected adjusted EBITDA of $888M, though savings and integration benefits remain unproven
- Indivior shareholders receive a $1.0B special cash dividend funded partly by a $650M Citibank term loan
- Ownership shifts to approximately 56.5% Indivior and 43.5% Supernus shareholders; fixed 1.5401 exchange ratio creates market-price exposure
- Closing targeted for fourth quarter 2026, subject to shareholder and regulatory approvals; combined company to retain SUPN ticker and Supernus leadership
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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