{"filing":{"accession_number":"0001104659-26-089425","cik":"0001356576","ticker":"SUPN","company_name":"SUPERNUS PHARMACEUTICALS, INC.","form":"8-K","filing_date":"2026-08-03","report_date":"2026-08-01","primary_document":"tm2622009d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465926089425/tm2622009d1_8k.htm"},"events":[{"id":23002,"run_id":20823,"accession_number":"0001104659-26-089425","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Supernus Pharmaceuticals entered into a definitive Merger Agreement with Indivior Pharmaceuticals on August 1, 2026, establishing a tax-free all-stock merger of equals. The transaction includes an exchange ratio of 1.5401 Indivior shares per Supernus share, a $1 billion special dividend to Indivior shareholders, $650 million in committed financing, and is expected to close in Q4 2026, creating a combined CNS biopharmaceutical company with approximately $2.2 billion in pro forma annual revenues.","company_name":"SUPERNUS PHARMACEUTICALS, INC.","ticker":"SUPN","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23136,"accession_number":"0001104659-26-089425","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses entry into a definitive Merger Agreement between Supernus Pharmaceuticals and Indivior Pharmaceuticals, effective August 1, 2026. The agreement establishes a material acquisition/merger transaction with an exchange ratio of 1.5401 Indivior shares per Supernus share, a $1 billion special dividend to Indivior shareholders, and $650 million in committed financing. The combined entity will have approximately $2.2 billion in pro forma revenues and is expected to close in Q4 2026, subject to customary closing conditions including stockholder and regulatory approvals. This is a classic material M\u0026A event requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"","ticker":null,"filing_date":""},{"id":23138,"accession_number":"0001104659-26-089425","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces execution of a definitive merger agreement between Supernus Pharmaceuticals and Indivior Pharmaceuticals, described as a \"tax-free all-stock merger of equals transaction\" creating a combined CNS biopharmaceutical company with ~$2.2 billion in combined annual revenues. The exchange ratio (1.5401 Indivior shares per Supernus share), $1.0 billion special dividend to Indivior shareholders, and expected Q4 2026 closing are all material transaction terms. This is a clear material acquisition/merger event under Item 1.01 or 2.01 standards, disclosed under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":23003,"run_id":20823,"accession_number":"0001104659-26-089425","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Jack A. Khattar, CEO of Supernus Pharmaceuticals, executed a Second Amended and Restated Employment Agreement in connection with the merger, specifying a base salary of $1,115,000, annual cash bonus targeted at 100% of base salary (up to 200%), severance provisions of 18–24 months depending on timing, and full vesting of stock-based awards upon termination without cause or for good reason.","company_name":"SUPERNUS PHARMACEUTICALS, INC.","ticker":"SUPN","filing_date":"2026-08-03","form":"8-K","submitted_at":null,"items":[{"id":23137,"accession_number":"0001104659-26-089425","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on Jack A. Khattar's Second Amended and Restated Employment Agreement, executed in connection with the Merger Agreement. The agreement specifies his base salary of $1,115,000, annual cash bonus targeted at 100% of base salary (up to 200%), severance provisions (18–24 months depending on timing), and full vesting of stock-based awards upon termination without cause or for good reason. Although the merger itself is material, this Item focuses on the compensatory arrangement terms for the CEO, making exec_compensation the primary event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":23136,"accession_number":"0001104659-26-089425","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 1.01 discloses entry into a definitive Merger Agreement between Supernus Pharmaceuticals and Indivior Pharmaceuticals, effective August 1, 2026. The agreement establishes a material acquisition/merger transaction with an exchange ratio of 1.5401 Indivior shares per Supernus share, a $1 billion special dividend to Indivior shareholders, and $650 million in committed financing. The combined entity will have approximately $2.2 billion in pro forma revenues and is expected to close in Q4 2026, subject to customary closing conditions including stockholder and regulatory approvals. This is a classic material M\u0026A event requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"SUPERNUS PHARMACEUTICALS, INC.","ticker":"SUPN","filing_date":"2026-08-03"},{"id":23137,"accession_number":"0001104659-26-089425","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on Jack A. Khattar's Second Amended and Restated Employment Agreement, executed in connection with the Merger Agreement. The agreement specifies his base salary of $1,115,000, annual cash bonus targeted at 100% of base salary (up to 200%), severance provisions (18–24 months depending on timing), and full vesting of stock-based awards upon termination without cause or for good reason. Although the merger itself is material, this Item focuses on the compensatory arrangement terms for the CEO, making exec_compensation the primary event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"SUPERNUS PHARMACEUTICALS, INC.","ticker":"SUPN","filing_date":"2026-08-03"},{"id":23138,"accession_number":"0001104659-26-089425","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing announces execution of a definitive merger agreement between Supernus Pharmaceuticals and Indivior Pharmaceuticals, described as a \"tax-free all-stock merger of equals transaction\" creating a combined CNS biopharmaceutical company with ~$2.2 billion in combined annual revenues. The exchange ratio (1.5401 Indivior shares per Supernus share), $1.0 billion special dividend to Indivior shareholders, and expected Q4 2026 closing are all material transaction terms. This is a clear material acquisition/merger event under Item 1.01 or 2.01 standards, disclosed under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-03T10:44:45.601662+00:00","company_name":"SUPERNUS PHARMACEUTICALS, INC.","ticker":"SUPN","filing_date":"2026-08-03"}]}