Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• Announced a merger of equals between two CNS-focused biopharmaceutical companies, targeting Q4 2026 for closing, subject to shareholder and regulatory approvals.

• The combined entity will have a diversified portfolio of 11 commercial medicines and four key therapeutic areas: addiction, ADHD, postpartum depression, and Parkinson's disease.

• Pro forma combined net revenues for the twelve months ended June 30, 2026, are $2.2 billion, with expected annual cost synergies of at least $125 million.

• The merger aims to accelerate profitability, cash flow generation, and provide greater financial flexibility for future growth initiatives.

Voting matters and shareholder proposals

• The merger requires approval from shareholders of both companies and is contingent on certain regulatory approvals and customary closing conditions.

• A joint proxy statement/prospectus will be distributed to shareholders, and both parties will file relevant documents with the SEC.

Board of directors and corporate governance

• Post-merger, the board will consist of eight directors: four from each company, with Tony Kingsley as non-executive Board Chair.

• The President and CEO will be Jack Khattar, supported by an expanded executive team.