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Get filing alertsSupernus to merge with Indivior in all-stock deal; shareholders to receive 1.5401 Indivior shares
Filed August 3, 2026 · Period ending August 1, 2026 · ~2 min read
Key Changes
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Supernus shareholders will receive 1.5401 Indivior shares per share in a fixed-ratio all-stock merger, owning 43.5% of the combined company; Indivior shareholders will own 56.5% and receive a $1 billion special dividend before closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Indivior will pay a $1 billion special dividend to its shareholders immediately before closing, funded by a $650 million term loan from Citibank and existing cash; pro forma net debt will be $878 million with leverage below 1x.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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The combined company expects $2.2 billion in pro forma revenue, $888 million in adjusted EBITDA, and $125 million in annual cost synergies; closing is expected in Q4 2026 subject to shareholder and regulatory approvals.
Exhibit 99.1 view on EDGAR → -
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Jack Khattar will serve as CEO of the combined company under a new employment agreement with $1.115 million base salary, 100% target bonus, and 18-24 month severance protection with full equity vesting upon qualifying termination.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Termination fees of $101 million (Supernus) or $174 million (Indivior) apply if either party changes its board recommendation or accepts a superior proposal; the fixed exchange ratio will not adjust for stock price movements before closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
Summary
Supernus Pharmaceuticals has entered into a definitive merger agreement with Indivior Pharmaceuticals in an all-stock, tax-free merger of equals. Supernus shareholders will receive 1.5401 Indivior shares for each share they own, giving them 43.5% ownership of the combined company while Indivior shareholders retain 56.5%.
The exchange ratio is fixed and will not adjust for stock price changes between signing and closing, exposing shareholders to market risk during the regulatory review period. Indivior will pay a $1 billion special dividend to its shareholders immediately before closing, funded by a $650 million term loan from Citibank and existing cash. This dividend goes only to Indivior shareholders, not Supernus shareholders.
The combined company will carry approximately $878 million in net debt with a leverage ratio below 1x, maintaining financial flexibility despite the new borrowing. Management projects $2.2 billion in combined revenue, $888 million in adjusted EBITDA, and $125 million in annual cost synergies from the combination. The combined company will be led by Supernus CEO Jack Khattar under a new employment agreement that provides enhanced severance protections, including 18-24 months of salary continuation and full equity vesting upon qualifying termination. The board will have eight directors split equally between the two companies. Closing is expected in Q4 2026, subject to shareholder votes from both companies and regulatory approvals. Either party can terminate the agreement under certain circumstances, triggering termination fees of $101 million (Supernus) or $174 million (Indivior).
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 1, 2026 (the “Signing Date”), Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Supernus”), entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, Indivior Pharmaceuticals Inc., a Delaware corporation (“Indivior”), and Artemis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Indivior.
Supernus entered into a definitive merger agreement with Indivior on August 1, 2026. Under the agreement, Supernus will merge with an Indivior subsidiary and become a wholly owned subsidiary of Indivior. The transaction is structured as a merger of equals, with the combined company to be renamed Supernus, Inc. and continue trading on Nasdaq under ticker SUPN.
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the “Combined Company Board”) will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iv) Timonthy C. Dec will serve as Chief Financial Officer.
The combined company board will have eight directors, split equally with four nominees from each company. An Indivior nominee will chair the board. Jack A. Khattar will serve as CEO and board member, while Timonthy C. Dec will serve as CFO. This governance structure reflects the merger-of-equals nature of the transaction.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 1, 2026, in connection with, and concurrently with the execution of, the Merger Agreement, the Company and Jack A. Khattar, the Company’s President and Chief Executive Officer, entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement”), which amends, restates and supersedes Mr. Khattar’s prior employment agreement with the Company. The Employment Agreement will become effective only upon, and is contingent upon, the consummation of the Merger; if the Merger is not consummated, the Employment Agreement will be null and void and of no force or effect.
The company entered into a new employment agreement with CEO Jack Khattar that becomes effective only if a previously disclosed merger closes. If the merger does not close, this agreement has no effect and his prior employment terms remain in place.
Added in current filing · verify on EDGAR →
The Employment Agreement provides for an annual base salary of $1,115,000, subject to review and potential increase, and an annual cash bonus targeted at 100% of base salary, up to a maximum of 200% of base salary, based on the achievement of individual and Company goals.
Post-merger, the CEO will receive a base salary of $1,115,000 with an annual bonus target of 100% of base salary and a maximum of 200% of base salary tied to performance goals. This establishes the compensation framework for the combined company's leadership.
Added in current filing · verify on EDGAR →
If Mr. Khattar’s employment is terminated by the Company without cause or by Mr. Khattar for good reason, then, subject to his execution and non-revocation of a release of claims, he will be entitled to (i) continuation of his base salary over an 18-month severance period (increased to a 24-month severance period if the termination occurs during the period beginning three months before and ending twelve months after a change in control), (ii) a lump-sum payment equal to his most recent annual bonus, and (iii) Company-paid COBRA premiums for up to 12 months.
The CEO receives 18 months of base salary continuation plus a lump-sum bonus payment if terminated without cause or if he resigns for good reason. The severance period extends to 24 months if termination occurs within a change-in-control window. These protections are standard for executive retention during merger integration but represent a material commitment.
Added in current filing · verify on EDGAR →
In addition, any termination of Mr. Khattar’s employment (including any determination that cause or disability exists) requires, during the three (3) years following the Effective Time, the approval of a majority of the board of directors then in office (excluding Mr. Khattar), at least one of whom must be a director designated by the Company (a “Supernus Designee,” as defined in the Merger Agreement).
For three years post-merger, terminating the CEO requires board majority approval including at least one Supernus-designated director. This governance provision protects the CEO from unilateral removal and ensures Supernus retains influence over leadership decisions during the integration period.
Added in current filing · verify on EDGAR →
Upon a termination by the Company without cause or by Mr. Khattar for good reason, Mr. Khattar’s outstanding stock-based compensation awards will vest in full.
All unvested equity awards held by the CEO will immediately vest if he is terminated without cause or resigns for good reason. This accelerated vesting represents a potentially significant value transfer and is a common executive retention mechanism in merger contexts.
Event · Item 8.01 — Other Events
Supernus and Indivior announced execution of a merger agreement, with joint shareholder vote and regulatory approvals pending.
Added in current filing · verify on EDGAR →
On August 3, 2026, the Company and Indivior issued a joint press release announcing the execution of the Merger Agreement.
Supernus Pharmaceuticals and Indivior have executed a definitive merger agreement. The companies describe this as a merger of equals. The transaction requires approval from both companies' stockholders and regulatory authorities before it can close.
Added in current filing · verify on EDGAR →
the effect of the additional indebtedness incurred to fund the Special Dividend on the combined company
The merger structure includes a special dividend to be funded through additional debt. The filing identifies this incremental leverage as a risk factor that could affect the combined company's financial position and flexibility post-closing.
Added in current filing · verify on EDGAR →
the fact that the exchange ratio is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares
The merger uses a fixed exchange ratio that will not adjust for stock price movements between signing and closing. This means shareholders bear the risk of adverse price changes in either stock during the regulatory review and shareholder approval process.
Added in current filing · verify on EDGAR →
the failure to obtain the required approvals of Supernus' or Indivior’s stockholders; the failure or delay in obtaining required regulatory approvals, or the imposition of conditions in connection therewith
Closing the merger requires approval votes from both Supernus and Indivior shareholders, as well as regulatory clearances. The filing notes risks that these approvals may be delayed, denied, or granted with conditions that could affect the transaction's value or feasibility.
Added in current filing · verify on EDGAR →
the occurrence of any event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee
The merger agreement includes termination provisions under which one party may be required to pay a termination fee if the deal is abandoned under certain circumstances. The filing does not disclose the fee amount or specific triggering events.
Event · Exhibit 99.1
Added in current filing · view on EDGAR → · paraphrased
The transaction is expected to close in the fourth quarter of 2026, subject to approval by stockholders of both companies, regulatory approvals and customary closing conditions. ... The combined company's Board is expected to have a total of eight directors, including four directors from Supernus Pharmaceuticals, including Jack Khattar as President and Chief Executive Officer, and four directors from Indivior Pharmaceuticals, including Tony Kingsley as Board Chair.
The transaction is expected to close in Q4 2026, subject to stockholder approvals from both companies, regulatory approvals, and customary closing conditions. The combined company will have an eight-member board with equal representation from both companies. Jack Khattar will serve as President and CEO, and Tony Kingsley will serve as Board Chair. Supernus's Rockville, Maryland headquarters will serve as the combined company's global headquarters.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 4, 2026 · How we verify