Director Georges Gemayel filed a Form 4 with the SEC on November 4, 2026, disclosing changes in beneficial ownership of Supernus, Inc. (NASDAQ:SUPN) common stock and equity awards resulting from the merger effective November 2, 2026, between Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc.

Key Highlights

  • Merger effective date: The transaction closed on November 2, 2026, with Artemis Merger Sub Inc. merging into Supernus Pharmaceuticals, which survived as a wholly-owned subsidiary of Indivior, which then renamed itself "Supernus, Inc."
  • Share conversion: Each outstanding share of Supernus Pharmaceuticals common stock was cancelled and converted into the right to receive 1.5401 shares of Supernus, Inc. common stock.
  • Common stock acquired: Gemayel acquired 42,009 shares of Supernus, Inc. common stock at a price of $0.00 (exchange consideration), held directly.
  • Equity awards converted: All outstanding Supernus Pharmaceuticals equity awards held by Gemayel were assumed by Supernus, Inc. and converted using the 1.5401 exchange ratio, with exercise prices divided by that ratio and rounded up to the nearest whole cent.
  • Restricted stock units: 4,603 restricted stock units, vesting February 18, 2027, were converted and are settled in common stock upon vesting.
  • Director stock options: Eleven tranches of director stock options were converted, with exercise prices ranging from $15.58 to $32.60 per share and expiration dates from June 13, 2027 through February 18, 2036.
  • No cash consideration: According to the filing, Gemayel received no cash consideration other than cash in lieu of a fractional share.

Gemayel's Holdings Converted Following Supernus Pharmaceuticals Merger

According to the filing, the changes in beneficial ownership reported by director Georges Gemayel stem entirely from the Agreement and Plan of Merger dated August 1, 2026, among Indivior Pharmaceuticals, Inc., Artemis Merger Sub Inc., and Supernus Pharmaceuticals, Inc. At the effective time of the merger on November 2, 2026, Artemis Merger Sub Inc. merged with and into Supernus Pharmaceuticals, with Supernus Pharmaceuticals surviving as a wholly-owned subsidiary. Indivior subsequently changed its name to "Supernus, Inc." All transactions in the filing carry a code of "J," indicating other acquisition or disposition types not covered by standard purchase or sale codes.

The filing reports that Gemayel's existing Supernus Pharmaceuticals common stock was disposed of and replaced with 42,009 shares of Supernus, Inc. common stock, acquired directly at $0.00 cost as exchange consideration. Each of his eleven tranches of director stock options was similarly converted: the number of shares underlying each award was multiplied by the 1.5401 exchange ratio (rounded down), and the per-share exercise price was divided by that ratio and rounded up to the nearest whole cent. The converted options retain their original vesting terms and expiration dates. Additionally, 4,603 restricted stock units - converted from a performance stock unit award, which the filing states was converted into time-vesting restricted stock units - are scheduled to vest and settle in common stock on February 18, 2027.

The filing notes that each converted equity award "is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time," with the exception that performance stock unit awards were converted into time-vesting restricted stock units. The Form 4 was signed by Timothy C. Dec as attorney-in-fact on November 4, 2026.

What Was Disclosed

Director Georges Gemayel disclosed that his Supernus Pharmaceuticals shares and equity awards were automatically converted into Supernus, Inc. securities at the 1.5401 exchange ratio upon the November 2, 2026 merger effective date, with no cash consideration other than a fractional share payment.