Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• Announced a definitive agreement for an all-stock merger of equals between two CNS-focused biopharmaceutical companies, expected to close in Q4 2026.

• The combined entity will be led by the current CEO and leadership team, with a new board chair from the other party.

• The merger aims to create a diversified CNS biopharma leader with a $2.2 billion commercial portfolio and four established franchises in addiction, psychiatry, and neurology.

• The transaction is expected to deliver significant value, financial flexibility, and a broader innovation engine for future growth.

• No immediate changes to employment status or roles for current employees; business continues as usual until closing.

Voting matters and shareholder proposals

• A joint proxy statement/prospectus will be filed with the SEC and sent to both companies' stockholders for approval of the merger.

• Both companies' directors, officers, and employees may participate in the solicitation of proxies for the transaction.

Board of directors and corporate governance

• The combined company will be led by the current CEO as President and CEO, and a board member from the other party will serve as Board Chair.

• The current leadership team will transition into the expanded leadership team of the merged entity.