# Indivior Pharmaceuticals, Inc. (INDV) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_237e09fecae2f24ef2c5 · retrieved 2026-08-11T15:48:43.184Z

## Overview
Supernus Pharmaceuticals is a CNS-focused biopharmaceutical company with a commercial portfolio including Qelbree for ADHD, Zurzuvae for postpartum depression, and Gocovri and Onapgo for Parkinson's disease, along with a mid- to late-stage CNS pipeline.

Supernus Pharmaceuticals and Indivior Pharmaceuticals announced an all-stock, tax-free merger of equals. Under the agreement, Supernus shareholders will receive 1.5401 shares of Indivior common stock for each Supernus share held. Prior to closing, Indivior will declare a $1 billion dividend to pre-closing Indivior stockholders. Upon closing, Indivior shareholders are expected to own approximately 56.5% of the combined company on a fully diluted basis, with Supernus shareholders owning approximately 43.5%. The combined company will retain the Supernus name, be headquartered in Rockville, Maryland, and is expected to close in the fourth quarter of 2026, subject to shareholder approval and regulatory approvals. The transaction is expected to generate $125 million in annual cost synergies within the first 12 months following closing.

## Terms
- Counterparty: Indivior Pharmaceuticals, Inc. · Consideration: stock · Stake: 43.5% · Price/share: $1.5401

## Key dates
- Announced 2026-08-03 · Expected close 2026-12-31

## Timeline
- 2026-08-03 · 8-K (0001193125-26-329513): 8-K - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals, Inc. is a pharmaceutical company that develops and commercializes medications, including treatments for opioid use disorder and other therapeutic areas.* On August 1, 2026, Indivior Pharmaceuticals, Inc. and its wholly owned subsidiary Artemis Merger Sub Inc. entered into an Agreement and Plan of Merger with Supernus Pharmaceuticals, Inc. Under the merger agreement, Merger Sub will merge with and into Supernus, with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior. Following the transaction, Indivior will be renamed Supernus, Inc. Each outstanding Supernus share will be converted into 1.5401 Indivior shares. Upon completion, 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%. Indivior will declare a special cash dividend of $1,000,000,000 payable to Indivior shareholders prior to the effective time of the merger. Indivior has obtained a commitment letter from Citibank, N.A. for a senior secured term loan facility of $650 million to fund the special dividend.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-329513.txt
- 2026-08-03 · 425 (0001193125-26-329517): 425 - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals, Inc. is a pharmaceutical company that develops and commercializes medications, including treatments for opioid use disorder and other therapeutic areas.* On August 1, 2026, Indivior Pharmaceuticals and Supernus Pharmaceuticals entered into a merger agreement whereby Indivior's wholly owned subsidiary Artemis Merger Sub will merge with and into Supernus, with Supernus as the surviving company and a wholly owned subsidiary of Indivior. Each Supernus share will convert into 1.5401 Indivior shares (the Exchange Ratio). Upon completion, Indivior stockholders will own approximately 56.5% of the combined company on a fully diluted basis, and Supernus stockholders will own approximately 43.5%. The combined company will be renamed Supernus, Inc. and trade under Supernus' existing ticker symbol. Indivior will declare a special cash dividend of $1,000,000,000 payable to Indivior shareholders and certain equity award holders prior to the Effective Time. Indivior has obtained a commitment letter from Citibank, N.A. for a senior secured term loan facility of $650 million to fund the Special Dividend.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-329517.txt
- 2026-08-03 · 425 (0001193125-26-329521): 425 - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals, Inc. is the leader in long-acting injectable treatments for opioid use disorder (OUD), with SUBLOCADE as its flagship product generating record quarterly net revenue of $253 million in Q2 2026.* Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. announced a definitive agreement to combine in an all-stock merger of equals transaction. The transaction is expected to close in the fourth quarter of 2026. Upon closing, the combined company will create a leading, diversified, scaled, CNS-focused biopharmaceutical company. The merger represents Phase III of Indivior's Action Agenda strategy.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-329521.txt
- 2026-08-03 · 8-K (0001193125-26-329618): 8-K - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals develops and commercializes treatments for opioid use disorder, including SUBLOCADE (monthly long-acting injectable) and Suboxone products, and operates a diversified CNS portfolio.* Indivior Pharmaceuticals and Supernus Pharmaceuticals announced execution of a merger agreement dated August 1, 2026, whereby Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share held. The transaction is structured as a 100% tax-free stock-for-stock merger. Prior to closing, Indivior will declare a $1 billion dividend to pre-closing stockholders. Post-closing ownership is expected to be 56.5% Indivior shareholders and 43.5% Supernus shareholders. The combined company will be named Supernus, Inc., headquartered in Rockville, Maryland, with Jack Khattar as President and CEO. The transaction is targeted to close in Q4 2026, subject to shareholder approvals and customary closing conditions. The combined entity will have pro-forma combined net revenues of approximately $2.162 billion (LTM as of June 30, 2026) and anticipated annual cost synergies of at least $125 million.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-329618.txt
- 2026-08-03 · 425 (0001193125-26-329620): 425 - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals develops and commercializes treatments for opioid use disorder, including SUBLOCADE (monthly long-acting injectable) and Suboxone Film, and operates a diversified CNS portfolio.* Indivior Pharmaceuticals and Supernus Pharmaceuticals announced execution of a merger agreement dated August 1, 2026, whereby Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share held in a 100% stock-for-stock transaction. Prior to closing, Indivior will declare and pay a $1 billion special dividend in the aggregate to pre-closing stockholders. The combined company will be named Supernus, Inc., headquartered in Rockville, Maryland, with Jack Khattar as President and CEO. Post-closing ownership will be 56.5% Indivior shareholders and 43.5% Supernus shareholders. The transaction is expected to close in Q4 2026, subject to shareholder approvals and customary closing conditions. The combined entity will have pro-forma combined net revenues of approximately $2.162 billion (LTM as of June 30, 2026) and is expected to achieve at least $125 million in annual run-rate cost synergies.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-329620.txt
- 2026-08-03 · 425 (0001193125-26-330875): 425 - Indivior Pharmaceuticals, Inc. — *Indivior Pharmaceuticals, Inc. is a biopharmaceutical company focused on central nervous system (CNS) diseases, with commercial-stage products including SUBLOCADE® in opioid use disorder and Qelbree® in ADHD.* Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. announced a definitive agreement to combine in a tax-free all-stock merger of equals transaction. The combined company will create a diversified, central nervous system biopharmaceutical company with significant scale, bringing together four established commercial franchises: SUBLOCADE® in opioid use disorder, Qelbree® in ADHD, Zurzuvae® in postpartum depression, and Onapgo® and GOCOVRI® in Parkinson's disease. Supernus CEO Jack A. Khattar will serve as Chief Executive Officer of the combined company at close, which is expected to occur in Q4 2026. The combined company will be headquartered in Rockville, Maryland.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-330875.txt
- 2026-08-03 · 425 (0001193125-26-331036): 425 - Indivior Pharmaceuticals, Inc. — *Supernus Pharmaceuticals is a CNS-focused biopharmaceutical company with a commercial portfolio including Qelbree for ADHD, Zurzuvae for postpartum depression, and Gocovri and Onapgo for Parkinson's disease, along with a mid- to late-stage CNS pipeline.* Supernus Pharmaceuticals and Indivior Pharmaceuticals announced an all-stock, tax-free merger of equals. Under the agreement, Supernus shareholders will receive 1.5401 shares of Indivior common stock for each Supernus share held. Prior to closing, Indivior will declare a $1 billion dividend to pre-closing Indivior stockholders. Upon closing, Indivior shareholders are expected to own approximately 56.5% of the combined company on a fully diluted basis, with Supernus shareholders owning approximately 43.5%. The combined company will retain the Supernus name, be headquartered in Rockville, Maryland, and is expected to close in the fourth quarter of 2026, subject to shareholder approval and regulatory approvals. The transaction is expected to generate $125 million in annual cost synergies within the first 12 months following closing.
  https://www.sec.gov/Archives/edgar/data/1625297/0001193125-26-331036.txt

## Citations
- 0001193125-26-329513 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526329513
- 0001193125-26-329517 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526329517
- 0001193125-26-329521 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526329521
- 0001193125-26-329618 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526329618
- 0001193125-26-329620 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526329620
- 0001193125-26-330875 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526330875
- 0001193125-26-331036 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526331036