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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 39 added, 32 removed, 211 unchanged (25% of the section changed)

19 unchanged sentences

KPMG LLP’s report is included in this Annual Report on Form 10-K.

Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting

As previously disclosed in “Item 4.

Controls and Procedures” in our Quarterly Report on Form 10-Q as of March 31, 2023, we remediated the material weaknesses in our internal control over financial reporting that were reported in Item 9A.

Controls and Procedures” in our Annual Report on Form 10-K as of December 31, 2022.

These material weaknesses were due to 1) the lack of qualified resources and an adequate risk assessment over the design and effective operation of controls in our inventory and cost of goods sold processes and 2) the lack of an adequate risk assessment over the design and effective operation of controls that would affect our estimation of accrued product rebates.

Management took several steps to remediate the previously disclosed material weaknesses including the following:

1) For the inventory and cost of goods sold processes, we hired new inventory personnel during the fourth quarter of 2022, performed risk assessment procedures, and redesigned certain controls and procedures.

2) For our estimation of accrued commercial product rebates, we performed additional risk assessment procedures and redesigned controls as necessary.

As of March 31, 2023, Management completed their remediation efforts described above and has concluded through testing, that the controls are operating effectively, and the material weaknesses in our internal controls over financial reporting have been remediated.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

Insider Trading Arrangements and Policies

There were no insider trading arrangements adopted or terminated during the quarter.

The table below lists the insider trading arrangements adopted or terminated during the fourth quarter of 2024.

Name and Title of Director or Officer Rule 10b5-1 Trading Arrangement (1)

Trading Arrangement Adopted or Terminated Date of Adoption or Termination Duration of Trading Arrangement Aggregate Number of Securities to be Purchased Pursuant to Trading Arrangement Aggregate Number of Securities to be Sold Pursuant to Trading Arrangement

Jack Khattar , President, Chief Executive Officer and Director

November 14, 2024 First Transaction Date through

February 24, 2027

580,000 580,000 (2)

____________________________________

(1) Indicates whether the trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

(2) This trading arrangement covers the exercise and sale of stock options, with such sales limited to an amount reasonably estimated such that the net proceeds from the sale are sufficient to cover the exercise cost and taxes associated with the exercise of the stock options.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

10 unchanged sentences

outstanding options,

warrants and rights(1) Weighted-average exercise

warrants and rights (1)

Weighted-average exercise

price of outstanding

options, warrants and

rights(1) Number of securities

Number of securities

remaining available for

72 unchanged sentences

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 8, 2014, File No.

Form of Executive Retention Agreement.

10.16 *+ Form of Executive Retention Agreement (incorporated by reference to Exhibit 10.16 to the Form 10-K filed on February 27, 2024, File No.

Amendment to Amended and Restated Employment Agreement, dated August 8, 2014, by and between Supernus Pharmaceuticals, Inc.

17 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 5, 2019, File No.

Form of Restricted Stock Unit Award Agreement for Non-Management Directors, issued under the Supernus Pharmaceuticals, Inc., 2012 Equity Incentive Plan, as amended, for grants made to non-management directors (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 27, 2020.

Form of Performance Share Unit Award Agreement, issued under the Amended and Restated Stock Incentive Plan, for grants made to Jack A.

Khattar (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 27, 2020, File No.

Form of Performance Share Unit Award Agreement, issued under the Amended and Restated Stock Incentive Plan, (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 27, 2020, File No.

10.28 ††#* Development and Option Agreement, dated April 21, 2020, by and between Navitor Pharmaceuticals, Inc.

14 unchanged sentences

(incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 6, 2021, File No.

10.37 +* Form of Time-Based Incentive Stock Option Agreement, under the Supernus Pharmaceuticals, Inc.

10.36 +* Form of Time-Based Incentive Stock Option Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 6, 2021, File No.

Form of Time-Based Incentive Stock Option Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan .

10.39 +* Form of Non-Statutory Time-Based Stock Option Agreement, under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 27, 2024, File No.

10.38 +* Form of Non-Statutory Time-Based Stock Option Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 6, 2021, File No.

Form of Non-Statutory Time-Based Stock Option Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan.

10.41 +* Form of Restricted Stock Unit Award Agreement, under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Form 10-K filed on February 27, 2024, File No.

10.40 +* Form of Restricted Stock Unit Award Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on August 6, 2021, File No.

Form of Restricted Stock Unit Award Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan .

10.43 +* Form of Performance Share Unit Award Agreement, under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to the Form 10-K filed on February 27, 2024, File No.

10.42 +* Form of Performance Share Unit Award Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on August 6, 2021, File No.

Form of Performance Share Unit Award Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan.

Form of Performance Share Unit Award Agreement, for awards issued during 2024 under the Supernus Pharmaceuticals, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to the Form 10-K filed on February 27, 2024, File No.

10.44 ††* Amendment to Deed of Lease, August 23, 2021, by and between Supernus Pharmaceuticals, Inc.

8 unchanged sentences

with Apotex Inc.

and Apotex Corp.

and Apotex Corp (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 27, 2024, File No.

10.48 ††* Credit Line Agreement between UBS Bank USA and Supernus Pharmaceuticals, Inc.

dated as of February 8, 2023 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 14, 2023, File No.

Code of Ethics (incorporated by reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the period ended December 31, 2012, filed on March 15, 2013, File No.

Policy St atement on Sec urities Trades by Directors, Officer s , and Emplo yees .

Form of Performance Share Unit Award Agreement, for awards issued after 2024 under the Supernus Pharmaceuticals, Inc.

Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on February 24, 2025, File No.

Settlement Agreement, dated as of April 30, 2024, by and between Supernus Pharmaceuticals, Inc.

and Ascent Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 6, 2024).

Contingent Value Rights Agreement, dated as of October 28, 2021, by and between Supernus Pharmaceuticals, Inc.

and American Stock Transfer & Trust Company, LLC.

(incorporated by reference to Index No.

(d)(2)* to the Form SC TO-T/A filed on November 23, 2021, File No.

Code of Ethics (incorporated by reference to Exhibit 14 to the Company's Form 8 -K filed on December 20 , 20 24 , File No.

Policy Statement on Securities Trades by Directors, Officers, and Employees.

(incorporated by reference to Exhibit 19 to the Form 10-K filed on February 27, 2024, File No.

Subsidiaries of the Registrant.

4 unchanged sentences

Certification of Chief Financial Officer pursuant to 18 U.S.C.

I ncentiv e Compensation Recoup ment Polic y.

Incentive Compensation Recoupment Policy.

The following financial information from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL:

29 unchanged sentences

Director and Chairman of the Board February 25, 2025

CARROLEE BARLOW, M.D., PH.D.

/s/ CARROLEE BARLOW, M.D., PH.D.

Director February 25, 2025

5 unchanged sentences

Director February 25, 2025

SIEBERT, PH.D.

Director February 27, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures