Supernus Files Merger Proxy for All-Stock Deal With Indivior

What happened

Supernus Pharmaceuticals, Inc. filed a definitive proxy statement (Form DEFM14A) with the SEC on September 11, 2026, covering a special meeting of its stockholders scheduled for October 15, 2026, according to the filing.

At that meeting, Supernus stockholders will vote on a proposal to adopt the Agreement and Plan of Merger dated August 1, 2026 among Supernus, Indivior Pharmaceuticals, Inc. and Artemis Merger Sub Inc., a wholly owned subsidiary of Indivior, the filing states.

Supernus shares trade on the Nasdaq Global Market under the ticker SUPN. The stock closed at $41.69 on the day the proxy was filed, down 0.9% from the previous close of $42.07, according to the price data provided.

The filing says the Supernus board unanimously approved the merger agreement, determined it is fair to and in the best interests of Supernus and its stockholders, and recommends that stockholders vote "FOR" the merger proposal and the other proposals at the special meeting.

The deal terms

Under the merger agreement, Merger Sub will merge with and into Supernus, with Supernus surviving as a wholly owned subsidiary of Indivior, according to the filing.

Each outstanding Supernus share will convert into the right to receive 1.5401 Indivior shares, plus cash in lieu of fractional shares. The filing calls this figure the Exchange Ratio and states it is fixed: it will not be adjusted for changes in the market price of either company's shares between the August 1 signing date and the closing.

Because the ratio is fixed and Indivior's share price will move before closing, the filing states that the value Supernus stockholders receive may differ from share prices on the signing date or the date of the proxy statement.

Following the merger, Indivior's name will change to Supernus, Inc., and the combined company's shares will trade on the Nasdaq Global Select Market under Supernus' current ticker, SUPN, per the filing.

Based on shares outstanding and reserved for issuance, the filing says Supernus stockholders are expected to own approximately 43.5% of the combined company on a fully diluted basis and Indivior stockholders approximately 56.5%.

The Indivior side and the special dividend

Indivior stockholders will hold their own special meeting on October 15, 2026, and will vote on a proposal to approve the issuance of Indivior shares in connection with the merger, including for purposes of complying with Nasdaq Rule 5635, according to the filing. That rule governs shareholder approval requirements when a listed company issues a significant number of new shares.

The filing states that before the merger takes effect, the Indivior board will declare a special cash dividend of $1,000,000,000 in the aggregate, payable to holders of record of Indivior shares as of a record date set before the effective time, and to holders of certain Indivior equity awards. The dividend is to be paid after the merger closes, with the ex-dividend date determined by Nasdaq.

The filing says directors and officers of both companies entered into voting agreements agreeing to vote in favor of the transactions — Indivior's directors and officers with Supernus, and Supernus' directors and officers with Indivior.

Both stockholder approvals are conditions to closing. The filing states that if the Indivior share issuance proposal is not approved, the merger will not be consummated.

What this means

A DEFM14A is a definitive proxy statement filed under Schedule 14A of the Securities Exchange Act of 1934. It is the final version of the document a public company sends stockholders before a vote. "Definitive" distinguishes it from a preliminary proxy, which is filed first and can still be revised. When a company asks shareholders to approve a merger, the definitive proxy is the document that formally puts the question to a vote and satisfies the company's obligation to give shareholders full disclosure on what they are voting on.

The vote itself is about adoption of the merger agreement, not about the day-to-day business of Supernus. Supernus is a Rockville, Maryland-based pharmaceutical company; its business is pharmaceutical preparations, per the company identification in the data. The merger would combine it with Indivior, a drugmaker listed on the Nasdaq Global Select Market under INDV, in what the filing describes as an all-stock merger of equals.

"All-stock" means no cash changes hands for the shares themselves. Supernus stockholders do not sell their shares for dollars; each share they hold is converted into 1.5401 Indivior shares. Their ownership of Supernus becomes ownership of the combined company. Because the exchange ratio is fixed at signing, the dollar value of those Indivior shares at closing depends on where INDV trades that day — which is why the filing repeatedly tells stockholders to check current quotations rather than rely on the signing-date price.

The combined company's listing under the SUPN ticker means Supernus shareholders who receive Indivior shares will not need to do anything to keep holding a Nasdaq-listed stock; the ticker they already recognize will carry the merged company. The name and the listing venue, however, will be Indivior's.

The $1 billion special dividend is a separate cash payment on top of the share exchange. It is declared by Indivior's board and paid to Indivior holders of record, funded from Indivior's balance sheet, and paid after closing. The record date falls before the effective time so that the dividend attaches to Indivior shares before they become shares of the combined company.

What happens next is set by the calendar in the filing: both special meetings are scheduled for October 15, 2026, and the merger cannot close unless both the Supernus merger proposal and the Indivior share issuance proposal are approved. The proxy statement is dated September 11, 2026 and was first mailed to stockholders on or about that date, according to the filing.