Indivior Pharmaceuticals, Inc. ( Nasdaq : INDV) filed a current report on August 1, 2026, disclosing that it had entered into an Agreement and Plan of Merger with Supernus Pharmaceuticals, Inc., under which Supernus will become a Wholly Owned Subsidiary of Indivior and the combined entity will be renamed Supernus, Inc.

Key Highlights

  • Exchange ratio: Each Supernus share will be converted into the right to receive 1.5401 shares of Indivior common stock at the effective time of the merger.
  • Pro forma ownership: Upon completion, Indivior stockholders are expected to own approximately 56.5% and Supernus stockholders approximately 43.5% of the combined company on a fully diluted basis.
  • Special Dividend : Indivior will declare a special Cash Dividend in an aggregate amount of $1,000,000,000, payable to holders of record of Indivior shares and certain Indivior Equity award holders as of a Record Date immediately prior to the effective time.
  • Debt Financing : Indivior entered into a commitment letter with Citibank, N.A. for a senior secured term Loan Facility in an aggregate principal amount of $650 million to fund the special dividend.
  • Board composition: The combined company board will consist of eight individuals, with four nominees from each of Indivior and Supernus.
  • Ticker change: The parties have agreed to use reasonable best efforts to cause the combined company's shares to trade on Nasdaq under the ticker symbol "SUPN" effective as of the open of trading on the first trading day on or after the effective time.
  • Name change: Indivior will be renamed Supernus, Inc. at or immediately prior to the effective time of the merger.

Merger Terms, Equity Treatment, and Governance Structure

According to the filing, Indivior Pharmaceuticals, Inc., a Delaware-incorporated specialty pharmaceutical company listed on Nasdaq, and its wholly owned subsidiary Artemis Merger Sub Inc. entered into the Merger Agreement with Supernus Pharmaceuticals, Inc. on August 1, 2026. Under the agreement, Merger Sub will merge with and into Supernus, leaving Supernus as the surviving entity and a wholly owned subsidiary of Indivior. The combined company will operate under the Supernus, Inc. name and is expected to trade on Nasdaq under ticker "SUPN" after closing.

The filing specifies how Supernus equity awards will be treated at the effective time. Outstanding Supernus restricted stock units will be assumed and converted into rollover restricted stock units of Indivior, applying the 1.5401 exchange ratio to determine the number of Indivior shares covered, with the same vesting conditions preserved. Performance-based restricted stock units will be converted into time-based rollover restricted stock units, with the applicable time-based vesting schedule to be provided by Supernus prior to closing. Outstanding Supernus stock Options will be converted into rollover options exercisable for Indivior shares, with the per-share exercise price adjusted by dividing the existing exercise price by the exchange ratio and rounding up to the nearest whole cent, according to the filing.

On governance, the filing states that Jack A. Khattar will serve as Chief Executive Officer and as a member of the combined company board, while Timothy C. Dec will serve as Chief Financial Officer. The eight-member board will draw equally from Indivior and Supernus nominees. Closing conditions described in the filing include Indivior stockholder approval of the share issuance, adoption of the Merger Agreement by holders of a majority of outstanding Supernus shares entitled to vote, registration statement effectiveness, expiration or termination of applicable Hart-Scott-Rodino antitrust waiting periods, and Nasdaq listing approval for the shares to be issued, among other customary conditions.

What Was Disclosed

Indivior Pharmaceuticals filed an 8-K on August 1, 2026 announcing a definitive merger agreement with Supernus Pharmaceuticals. The all-stock transaction carries a 1.5401 exchange ratio, a $1 billion special cash dividend to Indivior holders, and $650 million in committed debt financing from Citibank, N.A.