Timothy C. Dec, Senior Vice President and Chief Financial Officer of Supernus, Inc., filed a Form 4 on November 4, 2026, disclosing changes to his beneficial ownership resulting from the merger between Supernus Pharmaceuticals, Inc. and Indivior Pharmaceuticals, Inc. that became effective on November 2, 2026.

Key Highlights

  • Merger effective date: The merger 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.
  • Exchange ratio: Each share of Supernus Pharmaceuticals common stock was converted into the right to receive 1.5401 shares of Supernus, Inc. (formerly Indivior) common stock, according to the filing.
  • Common stock transaction: The reporting person disposed of shares of Supernus Pharmaceuticals common stock and acquired 14,059 shares of Supernus, Inc. common stock in exchange, all at $0.00 consideration beyond cash in lieu of a fractional share.
  • Equity awards converted: Six employee stock options with exercise prices ranging from $16.30 to $32.60 per share were assumed by Supernus, Inc. and converted using the 1.5401 exchange ratio, covering a combined total of 396,574 underlying shares.
  • RSU tranche tied to merger closing: A grant of 107,807 RSUs vests in four installments: 50% at merger closing, 15% at the one-year anniversary, 15% at the two-year anniversary, and 20% at the three-year anniversary of the closing.
  • Issuer and listing: The issuer is Supernus, Inc., trading on NASDAQ:SUPN.

Dec's Equity Position Reshaped by Supernus Pharmaceuticals and Indivior Merger

According to the filing, the Agreement and Plan of Merger dated August 1, 2026, among Indivior Pharmaceuticals, Inc., Artemis Merger Sub Inc., and Supernus Pharmaceuticals, Inc. governed all conversions reported. At the effective time of the merger on November 2, 2026, each outstanding share of Supernus Pharmaceuticals common stock was cancelled and automatically converted into the right to receive 1.5401 shares of Indivior common stock, with Indivior simultaneously renaming itself Supernus, Inc. The reporting person received no cash consideration other than cash in lieu of a fractional share, as stated in the filing.

All outstanding equity awards held by Dec were assumed by Supernus, Inc. and converted into corresponding Supernus, Inc. awards. The filing states that the number of shares underlying each award was multiplied by the 1.5401 exchange ratio (rounded down), and each per-share exercise price was divided by the exchange ratio and rounded up to the nearest whole cent. The filing further notes that each converted award "is subject to substantially the same terms and conditions, including vesting, that applied immediately prior to the effective time, except performance stock unit awards were converted into time-vesting restricted stock units." Dec's converted options carry exercise prices of $16.30, $20.91, $25.07, $18.15, $21.77, and $32.60 per share, each vesting in four equal annual installments beginning on their respective dates as noted in the filing.

Beyond the options, the filing discloses multiple RSU tranches. A grant of 107,807 RSUs dated November 2, 2026, vests in four installments tied to the merger closing and its subsequent anniversaries. Additional RSU tranches vest on December 31, 2026, December 31, 2027, and December 31, 2028, covering amounts including 1,925 shares, 1,886 shares, and 1,617 shares in various sub-tranches. All derivative securities are listed as directly owned. Supernus, Inc. is a pharmaceutical company whose equity awards to its CFO reflect compensation tied to both routine annual grants and the closing of this merger transaction.

What Was Disclosed

This Form 4 discloses that CFO Timothy C. Dec's beneficial ownership of Supernus Pharmaceuticals securities was converted into Supernus, Inc. securities on November 2, 2026, under the terms of the merger agreement, with all equity awards adjusted by the 1.5401 exchange ratio.