Supernus Pharmaceuticals, Inc. filed a Form 8-K on November 2, 2026, disclosing the completion of its merger with Indivior Pharmaceuticals, Inc. at 8:18 a.m. Eastern Time that day, under which Supernus became a wholly owned subsidiary of the combined company and its shares ceased trading on Nasdaq.

Key Highlights

  • Merger closed November 2, 2026: Supernus Pharmaceuticals completed its previously announced combination with Indivior Pharmaceuticals, Inc., effective at 8:18 a.m. Eastern Time.
  • Exchange ratio of 1.5401: Each share of Supernus common stock was converted into the right to receive 1.5401 shares of Indivior common stock; no fractional shares were issued, with cash payable in lieu.
  • Indivior renamed: Immediately upon closing, Indivior Pharmaceuticals, Inc. was renamed "Supernus, Inc." as the combined company.
  • $650,000,000 credit facility: The combined company entered into a senior secured term loan facility with Citibank, N.A. as agent, with the full $650,000,000 borrowed on the closing date.
  • Supernus RSUs and PSUs converted: Outstanding Supernus restricted stock units and performance-based stock units were assumed and converted into rollover RSUs of the combined company at the Exchange Ratio, with PSUs becoming subject solely to time-based vesting.
  • Nasdaq delisting: Supernus common stock, par value $0.001 per share, ceased to be listed on The Nasdaq Stock Market LLC as a result of the merger.

Supernus-Indivior Merger: Closing Terms, Credit Facility, and Equity Treatment

According to the filing, Supernus Pharmaceuticals, Inc. (NASDAQ:SUPN) and Indivior Pharmaceuticals, Inc. completed their merger on November 2, 2026, pursuant to an Agreement and Plan of Merger dated August 1, 2026. Under the terms of that agreement, Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior, merged with and into Supernus, leaving Supernus as the surviving corporation and a wholly owned subsidiary of Indivior. The combined company, which the filing refers to as the "Combined Company," was formed when Indivior was immediately renamed "Supernus, Inc." upon closing.

The filing discloses that each outstanding share of Supernus common stock (other than Excluded Shares as defined in the Merger Agreement) was converted at the Effective Time into the right to receive 1.5401 shares of Indivior common stock at a par value of $0.001 per share. Outstanding Supernus RSUs were assumed and converted into rollover RSUs of the Combined Company at the same Exchange Ratio. Supernus PSUs, the filing states, were converted into rollover RSUs subject solely to time-based vesting, with all other terms remaining consistent with the pre-merger awards.

In connection with the closing, the Combined Company and certain subsidiaries, including Supernus as guarantor, entered into a Credit Agreement with Citibank, N.A. as agent, providing a senior secured term loan facility of $650,000,000, all of which was drawn on the closing date. The filing states that from the closing date through the first day of the month following delivery of the first quarterly financial statements, the term loans bear interest at either Term SOFR plus 2.25% or the Base Rate plus 1.25%, at the Combined Company's option. Thereafter, the applicable margin is variable, ranging from 2.00% to 2.75% over Term SOFR or 1.00% to 1.75% over the Base Rate, depending on the total net leverage ratio. The Credit Agreement includes maximum Total Net Leverage Ratio and minimum Consolidated Interest Coverage Ratio financial covenants, along with customary events of default.

What Was Disclosed

Supernus Pharmaceuticals filed this Form 8-K to report the November 2, 2026 completion of its merger with Indivior Pharmaceuticals, the associated $650,000,000 senior secured credit facility with Citibank, N.A., and the conversion terms for equity awards and common stock under the Exchange Ratio of 1.5401.