# SUPERNUS PHARMACEUTICALS, INC. (SUPN) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_669eae7ca17816c53ed4 · retrieved 2026-08-11T15:50:47.934Z

## Overview
Supernus Pharmaceuticals develops and commercializes treatments for central nervous system (CNS) disorders, including ADHD, postpartum depression, Parkinson's disease, and other neurological conditions, with a commercial portfolio of nine medicines and a pipeline of innovative CNS assets.

Supernus Pharmaceuticals and Indivior Pharmaceuticals announced a proposed merger of equals to create a diversified CNS biopharmaceutical leader. The transaction is structured as a 100% tax-free stock-for-stock merger in which Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share held. Prior to closing, Indivior will declare and pay a special dividend of $1 billion in the aggregate to its pre-closing stockholders. Upon completion, Indivior shareholders will own approximately 56.5% and Supernus shareholders will own approximately 43.5% of the combined company. The combined entity 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.

## 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 (0001104659-26-089425): 8-K - SUPERNUS PHARMACEUTICALS, INC. — *Supernus Pharmaceuticals, Inc. is a pharmaceutical company that develops and commercializes products for the treatment of neuropsychiatric disorders.* Supernus Pharmaceuticals and Indivior Pharmaceuticals agreed to merge in an all-stock transaction on August 1, 2026, with Supernus continuing as the surviving corporation and a wholly-owned subsidiary of Indivior. Each Supernus share will be converted into 1.5401 Indivior shares (the Exchange Ratio is fixed and will not be adjusted for market price changes). Following completion, the combined company will be renamed Supernus, Inc. and continue trading on Nasdaq under the ticker symbol SUPN. 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%. In connection with the merger, Indivior will declare a special cash dividend of $1,000,000,000 to holders of record of Indivior shares immediately 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 and other transaction costs.
  https://www.sec.gov/Archives/edgar/data/1356576/0001104659-26-089425.txt
- 2026-08-03 · 425 (0001104659-26-089426): 425 - SUPERNUS PHARMACEUTICALS, INC. — *Supernus Pharmaceuticals, Inc. is a pharmaceutical company that develops and commercializes products in the neurology and psychiatry therapeutic areas.* On August 1, 2026, Supernus Pharmaceuticals and Indivior Pharmaceuticals entered into a merger agreement whereby Indivior's wholly-owned subsidiary Artemis Merger Sub will merge with and into Supernus, with Supernus continuing as the surviving corporation and a wholly-owned subsidiary of Indivior. The transaction is structured as a merger of equals, with the combined company to be renamed Supernus, Inc. and to continue trading on Nasdaq under the ticker symbol SUPN. Each Supernus share will be converted into 1.5401 Indivior shares (the Exchange Ratio is fixed and will not be adjusted for changes in market price). 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%.
  https://www.sec.gov/Archives/edgar/data/1356576/0001104659-26-089426.txt
- 2026-08-03 · 425 (0001104659-26-089525): 425 - SUPERNUS PHARMACEUTICALS, INC. — *Supernus Pharmaceuticals develops and commercializes treatments for central nervous system (CNS) disorders, including ADHD, postpartum depression, Parkinson's disease, and other neurological conditions, with a commercial portfolio of nine medicines and a pipeline of innovative CNS assets.* Supernus Pharmaceuticals and Indivior Pharmaceuticals announced a proposed merger of equals to create a diversified CNS biopharmaceutical leader. The transaction is structured as a 100% tax-free stock-for-stock merger in which Supernus shareholders will receive 1.5401 Indivior shares for each Supernus share held. Prior to closing, Indivior will declare and pay a special dividend of $1 billion in the aggregate to its pre-closing stockholders. Upon completion, Indivior shareholders will own approximately 56.5% and Supernus shareholders will own approximately 43.5% of the combined company. The combined entity 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.
  https://www.sec.gov/Archives/edgar/data/1356576/0001104659-26-089525.txt

## Citations
- 0001104659-26-089425 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089425
- 0001104659-26-089426 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089426
- 0001104659-26-089525 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089525