What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-25 · 755 added, 350 removed, 1079 unchanged (51% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Earnings

Consolidated Statements of Comprehensive Earnings

Consolidated Statements of Earnings (Loss)

Consolidated Statements of Comprehensive Earnings (Loss)

Consolidated Statements of Changes in Stockholders' Equity

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We have audited the accompanying consolidated balance sheets of Supernus Pharmaceuticals, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings (loss), comprehensive earnings (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 2, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

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Baltimore, Maryland

February 25, 2025

March 2, 2026

Report of Independent Registered Public Accounting Firm

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive earnings, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 25, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings (loss), comprehensive earnings (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2026 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Sage Therapeutics, Inc.

during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Sage Therapeutics, Inc.’s internal control over financial reporting associated with 9% of total revenues and 7% of total assets included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Sage Therapeutics, Inc.

Basis for Opinion

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Baltimore, Maryland

February 25, 2025

March 2, 2026

Supernus Pharmaceuticals, Inc.

9 unchanged sentences

Total current assets 644,182 686,070

Long-term marketable securities — 16,617

Restricted cash 1,450 —

Property and equipment, net 10,531 11,545

1 unchanged sentence

Goodwill 124,882 117,019

Deferred income tax assets, net 38,351 —

Other assets 63,796 31,527

24 unchanged sentences

Supernus Pharmaceuticals, Inc.

Consolidated Statements of Earnings

Consolidated Statements of Earnings (Loss)

(in thousands, except share and per share data)

2 unchanged sentences

Net product sales $ 626,536 $ 637,696 $ 573,933

Collaboration revenue (ZURZUVAE) 52,996 — —

Royalty, licensing, and other revenues 39,420 24,121 33,588

1 unchanged sentence

Costs and expenses

Cost of goods sold (a)

Cost of revenues (a)

74,562 77,906 83,779

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Intangible asset impairment charges — — 20,189

Contingent consideration gain

Contingent consideration loss (gain)

25,419 ( 6,110 ) ( 1,517 )

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Total other income (expense), net 13,253 16,204 8,038

Earnings before income taxes 97,870 2,769 60,743

Income tax expense 24,005 1,453 32

Net earnings $ 73,865 $ 1,316 $ 60,711

Earnings per share

Earnings (loss) before income taxes ( 49,030 ) 97,870 2,769

Income tax expense (benefit) ( 10,480 ) 24,005 1,453

Net earnings (loss) $ ( 38,550 ) $ 73,865 $ 1,316

Earnings (Loss) per share

Basic $ ( 0.68 ) $ 1.34 $ 0.02

6 unchanged sentences

Supernus Pharmaceuticals, Inc.

Consolidated Statements of Comprehensive Earnings

Consolidated Statements of Comprehensive Earnings (Loss)

(in thousands)

1 unchanged sentence

2025 2024 2023

Net earnings $ 73,865 $ 1,316 $ 60,711

Net earnings (loss) $ ( 38,550 ) $ 73,865 $ 1,316

Other comprehensive gain (loss)

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Other comprehensive gain (loss) 145 404 2,617

Comprehensive earnings $ 74,269 $ 3,933 $ 55,962

Comprehensive earnings (loss) $ ( 38,405 ) $ 74,269 $ 3,933

See accompanying notes.

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Balance, December 31, 2022 54,253,796 $ 54 $ 408,115 $ ( 3,210 ) $ 481,245 $ 886,204

Cumulative effect of adoption of ASU 2020-06 — — ( 56,212 ) — 40,612 ( 15,600 )

Balance, January 1, 2022 53,256,094 53 378,125 1,539 420,534 800,251

Share-based compensation expense related to employee stock purchase plan and share-based awards — — 26,759 — — 26,759

1 unchanged sentence

Net earnings — — — — 1,316 1,316

Unrealized loss on marketable securities, net of tax — — — ( 4,749 ) — ( 4,749 )

Unrealized gain on marketable securities, net of tax — — — 2,617 — 2,617

Balance, December 31, 2023 54,723,356 55 439,493 ( 593 ) 482,561 921,516

Share-based compensation expense related to employee stock purchase plan and share-based awards — — 27,755 — — 27,755

Issuance of common stock related to employee stock purchase plan and share-based awards 469,560 1 4,619 — — 4,620

Issuance of common stock related to employee stock purchase plan and share-based awards, net of taxes withheld 1,019,739 1 12,192 — — 12,193

Net earnings — — — — 73,865 73,865

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Issuance of common stock related to employee stock purchase plan and share-based awards, net of taxes withheld 1,714,367 1 33,385 — — 33,386

Net earnings — — — — 73,865 73,865

Net loss — — — — ( 38,550 ) ( 38,550 )

Unrealized gain on marketable securities, net of tax — — — 145 — 145

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Cash flows from operating activities

Net earnings $ 73,865 $ 1,316 $ 60,711

Adjustments to reconcile net earnings to net cash provided by operating activities:

Net earnings (loss) $ ( 38,550 ) $ 73,865 $ 1,316

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization 91,563 80,414 84,859

Other income from Navitor (see Note 4) — — ( 12,888 )

Intangible asset impairment charges — — 20,189

Amortization of deferred financing costs and debt discount — — 532

Realized gains from sales of marketable securities ( 9 ) — ( 14 )

Realized loss (gains) from sales of marketable securities 439 ( 9 ) —

Amortization of premium/discount on marketable securities ( 1,529 ) 1,823 ( 122 )

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Inventory valuation write-down 1,926 8,876 8,023

8,876 8,023 10,442

Payment of contingent consideration ( 4,900 ) — —

Noncash lease expense 7,980 5,452 6,503

Other noncash adjustments, net 1,885 2,073 ( 606 )

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Accounts payable and other liabilities ( 24,566 ) ( 15,015 ) ( 36,287 )

Payment of contingent consideration — — ( 2,100 )

Net cash provided by operating activities 47,331 171,951 111,085

Cash flows from investing activities

Acquisition of Sage, net of cash acquired ( 293,093 ) — —

Purchases of marketable securities ( 475,941 ) ( 688,013 ) ( 101,621 )

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Net cash provided by (used in) financing activities 9,130 12,193 ( 397,880 )

Net change in cash and cash equivalents ( 5,723 ) ( 18,066 ) ( 110,314 )

Net change in cash, cash equivalents, and restricted cash 60,567 ( 5,723 ) ( 18,066 )

Cash and cash equivalents at beginning of year 69,331 75,054 93,120

Cash and cash equivalents at end of year

Cash, cash equivalents, and restricted cash at end of year

$ 129,898 $ 69,331 $ 75,054

Reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets

Cash and cash equivalents $ 128,448 $ 69,331 $ 75,054

Restricted cash 1,450 — —

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 129,898 $ 69,331 $ 75,054

Supplemental cash flow information

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Cash paid for interest on debt $ — $ — $ 1,946

Noncash investing and financing activities

Property and equipment additions from utilization of tenant improvement allowance — — $ 580

See accompanying notes.

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The Company is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases.

The Company's diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, epilepsy, migraine, cervical dystonia, and chronic sialorrhea.

The Company is developing a broad range of novel CNS product candidates including new potential treatments for hypomobility in PD, epilepsy, depression, and other CNS disorders.

The Company has eight commercial products:

Qelbree ® , GOCOVRI ® , Oxtellar XR ® , APOKYN ® , Trokendi XR ® , XADAGO ® , MYOBLOC ® and ONAPGO TM (formerly known as SPN-830).

The Company's diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea.

The Company is developing a broad range of novel product candidates for CNS disorders.

The Company has nine commercial products:

Qelbree ® , GOCOVRI ® , Oxtellar XR ® , APOKYN ® , Trokendi XR ® , XADAGO ® , MYOBLOC ® , ONAPGO TM , (formerly known as SPN-830), and ZURZUVAE ® (see Note 3, Sage Acquisition ).

In February 2025, the FDA approved ONAPGO (apomorphine hydrochloride) injection as the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD.

ONAPGO will be launched in the second quarter of 2025.

ONAPGO was launched in April 2025.

In September 2025, the Federal Drug Administration (FDA) withdrew the New Drug Application (NDA) for OSMOLEX ER.

Acquisition of Sage Therapeutics, Inc.

and Reorganization

On June 13, 2025, the Company entered into an Agreement and Plan of Merger (Merger Agreement) to acquire Sage Therapeutics, Inc.

The acquisition closed on July 31, 2025.

Sage was a pharmaceutical company with a portfolio of product candidates to address a range of neurological diseases and a commercial product to treat PPD.

Sage's commercialized product, ZURZUVAE ® (zuranolone) capsules, is the first and only FDA-approved oral medicine indicated for the treatment of postpartum depression in adults.

As of July 31, 2025, Sage became a wholly-owned subsidiary of the Company.

With the acquisition of Sage, the Company acquired the rights to further develop and market ZURZUVAE.

Through a collaboration agreement with Biogen MA Inc.

(BIMA) and Biogen International GmbH (together with BIMA, Biogen), the Company reports collaboration revenue that is 50 % of total net revenue recorded by Biogen for ZURZUVAE in the United States (U.S.).

See Note 3, Sage Acquisition , for further details on the acquisition and Note 15, Collaboration Agreements, for further details on the collaboration agreement with Biogen.

Following the Sage Acquisition, during the third quarter of 2025, Sage Therapeutics, Inc.

was reorganized into Sage Therapeutics, LLC.

Summary of Significant Accounting Policies

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The Company, which is primarily located in the United States (U.S.), operates in one operating segment.

Reclassifications

The prior year amounts related to the caption Inventory valuation write-down in the consolidated statements of cash flows has been reclassified to conform to current year presentation.

The reclassification did not affect the other consolidated financial statements.

Consolidation

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the power to direct the activities of the VIE that most significantly impact the VIE's economic performance;

and the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to that VIE.

and the obligation to absorb losses of, or the right to receive

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

benefits from, the VIE that could potentially be significant to that VIE.

The Company's judgment with respect to its level of influence or control of an entity involves the consideration of various factors, including the form of an ownership interest;

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The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may affect its conclusions.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Use of Estimates

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The Company considers all investments in highly liquid financial instruments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable, Net

The Company's trade accounts receivable arise from product sales and represents amounts due from its customers.

In addition, the Company records accounts receivable arising from its collaboration and licensing agreements.

The Company monitors the financial performance and credit worthiness of its counterparties so that it can properly assess and respond to changes in their credit profile.

The Company provides allowances against receivables for estimated losses, if any, that may result from a counterparty's inability to pay.

Amounts determined to be uncollectible are written-off against the allowance.

Marketable Securities

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The Company classifies all available-for-sale marketable securities with maturities greater than one year from the balance sheet date as non-current assets.

Any unrealized holding gains or losses on debt securities, including their tax effect, are reported as components of Other comprehensive gain (loss) in the consolidated statement of comprehensive earnings.

Realized gains and losses, included in Interest and other income, net in the consolidated statement of earnings, are determined using the specific identification method for determining the cost of securities sold.

Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the consolidated statement of earnings, with a corresponding allowance established.

Realized gains and losses, included in Interest and other income, net in the consolidated statement of earnings (loss), are determined using the specific identification method for determining the cost of securities sold.

Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the consolidated statement of earnings (loss), with a corresponding allowance established.

If the estimate of expected credit losses decreases in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Business Combinations and Contingent Consideration

6 unchanged sentences

The excess of the purchase price over the fair value of the acquired net assets, if applicable, is recorded as goodwill.

In a business combination, the operating results of the acquired business are included in the Company's consolidated statement of earnings, beginning on the effective acquisition date.

In a business combination, the operating results of the acquired business are included in the Company's consolidated statement of earnings (loss), beginning on the effective acquisition date.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Significant judgment is involved in the determination of the fair value assigned to assets acquired and liabilities assumed in a business combination, as well as the estimated useful lives of assets.

These estimates can materially affect our consolidated results of operations and financial position.

These estimates can materially affect the Company's consolidated results of operations and financial position.

The fair value of intangible assets are determined using information available as of the acquisition date and are based on estimates and assumptions that are deemed reasonable by management.

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While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed as of the acquisition date, estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period,

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to our consolidated statements of earnings in the period that these adjustments are identified.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to the Company's consolidated statements of earnings (loss) in the period that these adjustments are identified.

Additional information regarding the Company's recent business combination is included in Note 3, Sage Acquisition .

Contingent Consideration

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The fair value of the contingent consideration liability is determined as of the acquisition date using estimated or forecasted inputs.

These inputs include the estimated amount and timing of projected revenues, probability and timing of milestone achievement, probability of in-process research & development ("IPR&D") achieving regulatory approval, revenue volatility, and the estimated discount rates and risk-free rate used to present value the probability-weighted cash flows.

These inputs include the estimated amount and timing of projected revenues, probability and timing of milestone achievement, probability of achieving regulatory approval, revenue volatility, and the estimated discount rates and risk-free rate used to present value the probability-weighted cash flows.

Subsequent to the acquisition date, at each reporting period prior to the resolution of the contingency, the contingent consideration liability is remeasured at current fair value, with changes recorded in earnings in the period of remeasurement.

1 unchanged sentence

Changes in any of the inputs not related to facts and circumstances existing as of the acquisition date may result in a significant fair value adjustment, which can impact the results of operations in the period in which the adjustment is made.

Changes that are not measurement period adjustments are reported on the consolidated statement of earnings in Contingent consideration gain .

Additional information regarding contingent consideration is included in Note 6, Contingent Consideration.

Accounts Receivable, Net

Accounts receivable are reported on the consolidated balance sheets at outstanding amounts due from customers, less an allowance for doubtful accounts and sales discounts.

The Company extends credit without requiring collateral.

The Company writes off uncollectible receivables when the customer has had a change in creditworthiness and the likelihood of collection is remote.

Payment terms for receivables are based on customary commercial terms and are predominantly less than one year.

Changes that are not measurement period adjustments are reported on the consolidated statement of earnings (loss) in Contingent consideration loss (gain) .

Additional information regarding contingent consideration, including the contingent consideration arrangement resulting from the Company's recent business combination, is included in Note 7, Contingent Consideration.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

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Generally, these deposits may be redeemed upon demand, and therefore, these bear minimal default risk.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

The following table shows the percentage of the Company's sales made to customers representing more than 10% of the Company's total gross product sales, and the percentage of the Company's accounts receivables, net from each:

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These are valued using the first-in, first-out method.

Prior to the initial date that regulatory approval is received for a product candidate of the Company, costs related to the production of inventory are recorded as research and development expense on the Company’s consolidated statements of earnings (loss) in the period incurred.

Raw and intermediate materials that may be utilized for either research and development or commercial purposes, after approval of the product by the FDA, are classified as inventory.

Amounts in inventory that are used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance.

The Company has acquired inventory from the Sage Acquisition, and recorded a corresponding liability related to this inventory, which represents the consideration paid by a customer to the Company for inventory cost as part of the Collaboration Agreement.

The Company periodically reviews inventory and records write-downs for any excess, expired and obsolete inventory, and for inventory that has a cost basis in excess of its expected net realizable value based on estimates of product demand, production requirements, market conditions, regulatory requirements and spoilage.

The write-down to net realizable value is recorded in the period in which impairment is identified and is recorded as a component of Cost of goods sold in the consolidated statement of earnings.

The write-down to net realizable value is recorded in the period in which impairment is identified and is recorded as a component of Cost of revenues in the consolidated statement of earnings (loss).

The Company expects to use the inventory that is classified within current assets on its consolidated balance sheet over its operating cycle.

Inventory that is not expected to be used over the Company’s operating cycle is classified as a non-current asset and is included in Other assets in the consolidated balance sheet.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Property and Equipment

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Intangible Assets

Intangible assets consist of definite-lived intangible assets:

acquired developed technology and product rights, patent defense costs, and an indefinite-lived intangible asset:

acquired IPR&D.

Patent defense costs are legal fees that have been incurred in connection with legal proceedings related to the defense of patents.

Patent defense costs are charged to expense in the event of an unsuccessful litigation outcome, or if they are deemed to not provide an increase in the value of the patent.

Definite-lived intangible assets are carried at cost less accumulated amortization, with amortization calculated on a straight line basis over the estimated useful lives of the assets.

The Company evaluates the estimated remaining useful life of its intangible assets annually, or when events or changes in circumstances warrant a revision to the remaining periods of amortization.

Intangible assets consist of definite-lived intangible assets, including:

acquired developed technology and product rights intangible, and patent defense costs.

They also consist of indefinite-lived intangible assets, such as acquired in-process research and development (IPR&D) and goodwill.

Patent defense costs are deferred legal fees that have been incurred in connection with legal proceedings related to the defense of patents for Oxtellar XR and Trokendi XR.

Patent defense costs are charged to expense in the event of an unsuccessful outcome of the litigation.

Definite-lived intangible assets (including acquired developed technology and product rights) are carried at acquisition date fair value less accumulated amortization, with amortization calculated on a straight line basis over the estimated useful lives.

The Company evaluates the estimated remaining useful lives of its intangible assets annually or when events or changes in circumstances warrant a revision to the remaining periods of amortization.

Acquired IPR&D in a business combination is considered an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts.

Upon successful completion of the project, the Company will determine the then-useful life of the intangible asset.

This is generally determined as the period over which the substantial

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

majority of the cash flows are expected to be generated.

This is generally determined as the period over which the substantial majority of the cash flows are expected to be generated.

The capitalized amount is then amortized over its estimated useful life.

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If impairment is determined, the Company writes down the asset to its estimated fair value and records an impairment loss equal to the excess of the carrying value of the long-lived asset over its estimated fair value in the period at which such a determination is made.

Impairment of Indefinite-Lived Intangible Assets

For indefinite-lived intangible assets, such as the acquired IPR&D asset, the Company evaluates impairment annually or more frequently if impairment indicators exist.

The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.

The Company considers various factors including but not limited to, significant or adverse changes in the legal and regulatory environment, adverse clinical trial results, significant trial delays, inability to obtain governmental approval, inability to commercialize a product candidate, the introduction or advancement of competitive products, and product candidates, or other events that indicate it is more likely than not that fair value is less than its carrying value.

If the Company is unable to conclude whether the indefinite-lived intangible asset is not impaired after considering the totality of events and circumstances during its qualitative assessment, the Company performs a quantitative assessment by estimating the fair value of the indefinite-lived intangible asset and comparing the fair value to the carrying amount.

Evaluating for impairment requires judgment, including evaluating current economic and competitive circumstances, estimating future cash flows, future growth rates, future profitability, and the expected life over which projected cash flows would occur.

If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, the Company writes down the indefinite-lived intangible asset to its estimated fair value, and an impairment loss equal to the difference between the assets fair value and carrying value is recognized in the consolidated statement of earnings in the period at which such determination is made.

Goodwill and Goodwill Impairment Assessment

Goodwill is calculated as the excess of the consideration paid as part of an acquisition compared to the net assets recognized in a business combination.

Goodwill is calculated as the excess of the consideration paid consequent to completing the acquisition, compared to the net assets recognized in a business combination and is recognized at acquisition date.

Goodwill represents the future economic benefits from the other acquired assets that could not be individually identified and separately quantified.

The Company evaluates goodwill for possible impairment at least annually (during the fourth quarter of each fiscal year), or more often, if and when events and circumstances indicate that goodwill may be impaired.

The annual evaluation is generally based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.

The annual evaluation is generally

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

based on an assessment of qualitative factors to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount.

This includes but is not limited to, significant adverse changes in the business climate, market conditions, or other events that indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying value.

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The Company estimates the fair values of its reporting unit using discounted cash flow models or other valuation models, such as comparative transactions or market multiples.

If the carrying amount of the reporting unit exceeds its fair value, the Company writes down the goodwill to the estimated fair value, and an impairment loss equal to the difference is recognized in the consolidated statement of earnings in the period at which such determination is made.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Revenue Recognition

The Company determines revenue recognition for our contractual arrangements with customers based on the following five steps:

(1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to our performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies the relevant performance obligation.

The Company determines revenue recognition for its contractual arrangements with customers based on the following five steps:

(1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies the relevant performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

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The Company does not adjust revenue for any financing effects in transactions where the Company expects the period between the transfer of the goods or services and collection to be less than one year.

No contract assets or liabilities were recorded as of December 31, 2024, or 2023.

The Company has no contract assets as of December 31, 2025 or 2024.

The Company has $ 3.1 million of contract liabilities as of December 31, 2025, and no contract liabilities as of December 31, 2024.

Revenue from Product Sales

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and an estimated provision for discounts.

These are collectively considered "sales deductions." Sales deductions are based on estimates of the amounts earned or to be claimed on the related sales.

These are collectively considered sales deductions.

Sales deductions are based on estimates of the amounts earned or to be claimed on the related sales.

These amounts are treated as variable consideration, estimated and recognized as a reduction of the transaction price at the time of sale using the most likely value method.

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The Company adjusts its estimates of revenue either when the most likely amount of consideration it expects to receive changes, or when the consideration becomes fixed.

If actual results in the future vary from our estimates, the Company adjusts its estimates in the period identified.

If actual results in the future vary from its estimates, the Company adjusts its estimates in the period identified.

These adjustments could materially affect net product sales and earnings in the period in which the adjustment(s) is recorded.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Sales Deductions

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Both types of rebates vary over time.

Rebates are owed when our customer dispenses our product to a patient;

Rebates are owed when the Company's customer dispenses the Company's product to a patient;

i.e., filling a prescription.

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The liability is recorded as a component of current liabilities on the consolidated balance sheets.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

• Returns - Sales of the Company's products are not subject to a general right of return.

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The Company accounts for these discounts at the time of sale as a reduction to gross product sales and Accounts receivable, net .

Royalty, Licensing, and Other Revenues

Royalty, Licensing, Collaboration, and Other Revenues

Royalty Revenues

Royalty revenues include cash royalty amounts received from third parties pursuant to settlement agreements and agreements with collaboration partners for the right to use the Company's intellectual property as a functional license.

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The difference between the Company’s actual and estimated royalty revenues has not been material to date.

Historically, royalty revenues also included noncash royalty revenues for amounts earned pursuant to its royalty agreement with United Therapeutics Corporation (United Therapeutics) and was based on estimated product sales of Orenitram by United Therapeutics.

During the second quarter of 2023, full ownership of the royalty rights has reverted back to the Company as the cumulative payment threshold has been reached (see Note 3, Disaggregated Revenues).

There are no guaranteed amounts owed to the Company related to any of these royalty revenue agreements.

License and Collaboration Arrangements

At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities.

For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC 606).

For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently.

Supernus Pharmaceuticals, Inc.

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Summary of Significant Accounting Policies (Continued)

In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the five-step model under ASC 606 noted above.

During the second quarter of 2023, full ownership of the royalty rights has reverted back to the Company as the cumulative payment threshold has been reached (see Note 4, Disaggregated Revenues).

There are no guaranteed amounts owed to the Company related to any of these royalty revenue agreements.

License Revenues

The Company's agreements with third parties generally involve the right to use the Company's intellectual property as a functional license.

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For milestone payments to be received upon the achievement of a sales threshold, the revenue from the milestone payments is recognized at the later of when the actual sales are incurred or the performance obligation to which the sales relate has been satisfied as noted below.

Cost of Goods Sold

The cost of goods sold consists primarily of materials;

Collaborative Arrangements

At contract inception, the Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification Topic 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities.

This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement.

For collaboration arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and those that are more reflective of a vendor-customer relationship and therefore within the scope of Accounting Standards Codification Topic 606, Revenue from Contract with Customers , (ASC 606).

For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

is determined and applied consistently, either by analogy to authoritative accounting literature or by applying a reasonable and rational policy election.

For those elements of the arrangement that are accounted for pursuant to ASC 606, the Company performs the five-step model under ASC 606 as noted above to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements and presents the arrangement as R oyalty, licensing and other revenue or C ollaboration revenue (ZURZUVAE) in the consolidated statements of earnings (loss).

For those elements of the arrangement that are accounted for pursuant to ASC 808, the Company evaluates the income statement classification for presentation of amounts due from or owed to other participants associated with multiple activities in a collaboration arrangement based on the nature of each separate activity.

Payments or reimbursements that are the result of a collaborative relationship instead of a vendor-customer relationship are recorded as an increase to C ollaboration revenue (ZURZUVAE) , an increase to or reduction of Cost of revenues , R esearch and development expense , or S elling, general and administrative expense , depending on the nature of the activity.

The Company applies ASC 808 and ASC 606 to the following collaboration agreements:

• Biogen - The Company has a collaboration agreement with Biogen (Biogen Collaboration Agreement) for the co-commercialization of ZURZUVAE in the U.S.

Since the acquisition of Sage, revenues from the Biogen Collaboration Agreement include the Company’s share of ZURZUVAE revenues as that element of the agreement is accounted for under ASC Topic 808.

The Company reports as C ollaboration revenue (ZURZUVAE) its share of ZURZUVAE revenues, which is 50 % of total net revenue recorded by Biogen for ZURZUVAE in the U.S.

The Company also identified the following promises in the Biogen Collaboration Agreement that were evaluated under the scope of ASC 606:

delivery of (i) a co-exclusive license for SAGE-217 products in the U.S.;

(ii) an exclusive license for SAGE-217 products outside of the United States other than Japan, the Republic of Korea, and Taiwan (Biogen Territory);

(iii) commercial manufacturing supply of active pharmaceutical ingredient (API) and bulk drug product for SAGE-217 products in the Biogen Territory, and (iv) commercial manufacturing supply of API and bulk drug product for SAGE-217 in the U.S.

The Company also evaluated whether certain options outlined within the Biogen Collaboration Agreement represented material rights that would give rise to a performance obligation and concluded that none of the options convey a material right to Biogen and therefore are not considered separate performance obligations within the Biogen Collaboration Agreement.

The Company assessed the above promises at contract inception and determined that the co-exclusive license for SAGE-217 products in the U.S.

is reflective of a vendor-customer relationship and therefore represent performance obligations within the scope of ASC 606.

The co-exclusive license for SAGE-217 products in the U.S.

is considered functional intellectual property and distinct from other promises under the contract.

The exclusive license for SAGE-217 products in the Biogen Territory is considered a functional license that is distinct in the context of the Biogen Collaboration Agreement as Biogen can benefit from the license on its own or together with other readily available resources.

As the co-exclusive license in the U.S.

and the exclusive license in the Biogen Territory are delivered at the same time, they are considered one performance obligation at contract inception.

The commercial manufacturing supply of API and bulk drug product for SAGE-217 products for the Biogen Territory, as well as in the U.S., are considered distinct in the context of the Biogen Collaboration Agreement as Biogen can benefit from the manufacturing services together with the licenses transferred by the Company at the inception of the Biogen Collaboration Agreement.

Therefore, each represents a separate performance obligation within a contract with a customer under the scope of ASC 606 at contract inception and is recorded in Royalty, licensing, and other revenues .

• Shionogi - The Company also has a collaboration agreement with Shionogi & Co., Ltd.

(Shionogi) (Shionogi Collaboration Agreement) whereby the Company is entitled to receive royalties and milestone payments upon achievement of certain milestones.

The Shionogi Collaboration Agreement also includes arrangement for the supply of drug product for Shionogi’s clinical trials.

The Company concluded that Shionogi meets the definition of a customer because the Company is delivering intellectual property and know-how rights for the zuranolone program in support of

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

territories in which the parties are not jointly sharing the risks and rewards.

In addition, the Company determined that the Shionogi Collaboration Agreement met the requirements to be accounted for as a contract, including that it is probable that the Company will collect the consideration to which the Company is entitled in exchange for the goods or services that will be delivered to Shionogi.

The Company assessed the promises at contract inception and determined that the license to zuranolone and supply of products to Shionogi are reflective of a vendor-customer relationship and therefore represent performance obligations within the scope of ASC 606.

The Company determined that the performance obligations in the Shionogi Collaboration Agreement included the license to zuranolone and the supply of certain materials during the clinical development phase, which includes the supply of API.

The performance obligation related to the license to zuranolone was determined to be distinct from other performance obligations and therefore was a separate performance obligation for which control was transferred upon signing, and is recorded in Royalty, licensing, and other revenues .

The obligation to provide certain clinical materials, including API for use during the development period, was determined to be a separate performance obligation, and is recorded in Royalty, licensing, and other revenues .

For additional information on the collaboration agreements with Biogen and Shionogi, as well as the Company's other collaboration arrangements, refer to Note 15, Collaboration Agreements .

Cost of Revenues

Costs of revenues includes primarily cost of materials;

third-party manufacturing costs;

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cost of royalties;

cost to write down inventory to net realizable value and manufacturing overhead costs, including quality control and assurance.

cost to write down inventory to net realizable value;

manufacturing overhead costs, including quality control and assurance;

and may also include period costs related to certain inventory manufacturing services.

Fair value of inventories acquired through business combinations or asset acquisitions include an inventory step-up within the value of inventories.

The inventory step-up value is amortized as the related inventory is sold, and included in Costs of revenues .

Costs of revenues also includes our proportionate share of ZURZUVAE manufacturing costs under the Biogen Collaboration Agreement, (for additional information, refer to Note 15, Collaboration Agreements ).

Research and Development Expenses

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and license fees and milestone payments related to in-licensed products and technologies.

Acquired IPR&D assets that are used for research and development and have no future alternative use are expensed as incurred in-process research and development.

The Company estimates preclinical and clinical trial expenses based on services performed pursuant to contracts with research institutions, clinical investigators, clinical research organizations (CROs), and other service providers that perform

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

services on the Company's behalf.

Acquired IPR&D assets that are used for research and development and have no future alternative use are expensed as incurred in research and development.

In recording service fees, the Company estimates the cost of those services performed on behalf of the Company during the current period and compares those costs with the cumulative expenses recorded and payments made for such services.

As appropriate, the Company accrues additional expense for services that have been delivered or defers nonrefundable advance payments until the related services are performed.

If the actual timing of the performance of services or the level of effort varies from our estimate, the Company adjusts its accrued expenses, or its deferred advance payments, accordingly.

If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts its accrued expenses, or its deferred advance payments, accordingly.

If the Company subsequently determines that it no longer expects the services associated with a nonrefundable advance payment to be rendered, the remaining portion of that advance payment is charged to expense in the period in which such determination is made.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Share-Based Compensation

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Forfeitures are accounted for as incurred.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Market-Based Awards

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Treasury Note rate, as of the week, the award is issued, with a duration that most closely resembles the expected term of the award.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

The Company determines if an arrangement is a lease considering whether there is an identified asset, and the contract conveys the right to control its use.

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Leases with an initial term of twelve months or less are not recorded on the balance sheet.

Right-of-use (ROU) assets and lease liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term.

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The Company's lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes, or other costs.

Variable lease costs are expensed as incurred on the consolidated statements of earnings.

Variable lease costs are expensed as incurred on the consolidated statements of earnings (loss).

The Company's lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

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The Company incurred approximately $ 96.1 million, $ 88.5 million, and $ 99.7 million in advertising expense for the years ended December 31, 2025, 2024, and 2023, respectively.

These expenses are recorded as a component of Selling, general and administrative expenses in the consolidated statements of earnings.

These expenses are recorded as a component of Selling, general and administrative expenses in the consolidated statements of earnings (loss).

Insurance Recoveries

The Company has several policies with third-party insurers that provide for the recovery of certain costs incurred by the Company.

The Company records our rights to insurance recoveries as a receivable when the respective costs are reimbursable under applicable insurance policies, it is probable that such costs will be reimbursed, and reimbursement can be reasonably estimated.

The Company records its rights to insurance recoveries as a receivable when the respective costs are reimbursable under applicable insurance policies, it is probable that such costs will be reimbursed, and reimbursement can be reasonably estimated.

As such, the Company estimates the percentage of costs that will be reimbursed by the insurance provider to determine the amount to record for the insurance recovery receivable.

The Company recorded approximately $ 14.2 million of insurance recoveries during the year ended December 31, 2024.

There were no insurance recoveries during the years ended December 31, 2023 and 2022, respectively.

To date, there have not been any material adjustments to our prior estimates of the insurance recovery receivable.

Insurance recoveries recognized in fiscal year 2024 were recorded as a reduction to Selling, general and administrative expenses .

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

Insurance recoveries recognized in fiscal year 2025 and 2024 were recorded as a reduction to Selling, general and administrative expenses .

The Company recorded approximately $ 10.3 million and $ 14.2 million of insurance recoveries during the years ended December 31, 2025 and 2024, respectively.

There were no insurance recoveries during the year ended December 31, 2023.

Insurance recovery receivable was $ 1.8 million and $ 4.0 million as of December 31, 2025 and December 31, 2024, respectively.

Interest Expense

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Interest expense also includes stated interest in connection with the Company's debt instruments.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (Continued)

The Company utilizes the asset and liability method of accounting for income taxes.

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Such tax positions are initially and subsequently estimated as the largest amount of the tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities, assuming full knowledge of the position and relevant facts.

The Company's policy is to recognize any interest and penalties related to income taxes as income tax expense in the relevant period.

The Company's policy is to recognize any interest and penalties related to income taxes as I ncome tax expense in the relevant period.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted

On January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

The new standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

See Note 13, Segment Reporting.

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) - On December 14, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Improvements to Income Tax Disclosures (ASU 2023-09).

ASU 2023-09 amends ASC 740, Income Taxes, to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

(v) pretax income (loss) from continuing operations disaggregated by jurisdiction and (vi) the amount of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, on a prospective basis.

See Note 12, Income Tax Expense (Benefit) .

Accounting Pronouncements Not Yet Adopted

ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) - The new standard, issued in December 2023, requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid.

The standard is effective with annual periods beginning after December 15, 2024, with early adoption permitted.

The standard is to be applied on a prospective basis, although optional retrospective application is permitted.

The Company plans to adopt the guidance for the fiscal year ending December 31, 2025.

We expect ASU 2023-09 to require additional disclosures in the notes to our consolidated financial statements.

The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220) - The new standard, issued in November 2024, requires additional disclosure in tabular format, about the nature of specific types of expense captions presented on the face of the income statement as well as disclosures about selling expenses.

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We expect ASU 2024-03 to require additional disclosures in the notes to our consolidated financial statements.

The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements.

The Company is currently evaluating the effects the adoption of this guidance will have on the consolidated financial statements.

ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software (Topic 350) - The new standard, issued in September 2025, modernizes the accounting for internal-use software.

ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.

The Company plans to adopt the guidance for the fiscal year ending December 31, 2028.

The Company is currently evaluating the method of its adoption of ASU 2025-06, and the effects the adoption of this guidance will have on the consolidated financial statements.

Supernus Pharmaceuticals, Inc.

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Summary of Significant Accounting Policies (Continued)

SEC Final Climate Rule

In March 2024, the U.S.

Securities and Exchange Commission (SEC) adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors (Final Rule).

This rule will require registrants to disclose certain climate-related information in registration statements and annual reports with staggered compliance dates for large accelerated filers for the various aspects of the Final Rule.

On April 4, 2024, the SEC issued an order staying the Final Rule.

The SEC’s administrative stay is expected to remain in place until the completion of litigation filed in various federal courts challenging, among other things, the agency’s authority to adopt the Final Rule.

The Company is evaluating the final rule to determine its impact on the Company's disclosures.

ASU 2025-11, Interim Reporting - Narrow-Scope Improvements (Topic 270) - The new standard, issued in December 2025, clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifies what disclosures are required in an interim reporting period.

It is not intended to significantly change interim reporting or expand or reduce interim disclosure requirements.

The standard is effective for interim reporting periods in fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company plans to adopt the guidance for the fiscal year ending December 31, 2028.

The Company is currently evaluating the effects the adoption of this guidance will have on the consolidated financial statements.

Sage Acquisition

On July 31, 2025 (the Sage Closing Date), the Company completed its acquisition of all the outstanding equity of Sage Therapeutics, Inc.

pursuant to the Merger Agreement dated June 13, 2025 (the Sage Acquisition).

Under the terms of the Merger Agreement, the Company commenced a tender offer to acquire all outstanding shares of Sage, par value $ 0.0001 per share (the Shares and each, a Share), at an offer price of (i) $ 8.50 per share in cash, less any applicable withholding taxes and without interest (the Cash Amount;

an aggregate of approximately $ 561 million paid as of the acquisition date), plus (ii) one contingent value right per Share (the CVR;

an aggregate of approximately $ 234 million, subject to the achievement of specific contingencies), which represents the right to receive up to $ 3.50 , which is governed by the terms of a contingent value rights agreement entered into between the Company and CVR agent (the Sage CVR Agreement), in cash, less any applicable withholding taxes and without interest.

The transaction provides Supernus with the right to develop and market ZURZUVAE® (zuranolone) capsules, the first and only FDA approved oral medicine indicated for the treatment of adults with postpartum depression, and a late-stage product candidate.

For the year ended December 31, 2025, the Company incurred transaction costs of approximately $ 10.0 million to complete the acquisition, which were included in Selling, general and administrative expense in the consolidated statements of earnings (loss).

Contingent payments of up to $ 234 million are due to the sellers upon the achievement of certain milestones related to the development and commercial sale of ZURZUVAE.

In connection therewith, the Company recorded a contingent consideration liability of $ 11.4 million as of the date of acquisition to reflect the estimated fair value of the contingent consideration.

The estimated fair value of the contingent consideration was determined using a market participant approach with both implied fair value from the stock price combined with a Monte Carlo simulation for the sales-based milestones, and income approach for the other milestones.

The key assumptions considered include the estimated amount and timing of projected revenues, probability of milestone achievement, volatility, implied market value at acquisition date, estimated discount rates, and risk-free interest rate.

In each reporting period after the acquisition, the Company will revalue the contingent consideration liability and will record increases or decreases in the fair value of the liability in its consolidated statements of earnings (loss).

Changes in fair value will result from changes in actual and projected milestone achievement, as well as changes to forecasts.

The inputs and assumptions may not be observable in the market, but reflect the assumptions the Company believes would be made by a market participant.

The possible outcomes for the contingent consideration range from $ 0 to $ 234 million on an undiscounted basis.

See Note 7, Contingent Consideration, for further discussion.

In connection with the acquisition, the vesting of certain outstanding Sage stock options, restricted stock units, and performance stock units were accelerated upon closing of the acquisition and replaced with the right to receive one CVR per share.

The purchase price for Sage includes $ 4.1 million related to Sage awards where vesting was accelerated in connection with the acquisition.

The Company recognized compensation expense of $ 25.0 million in the post-combination period for the year ended December 31, 2025 related to awards that were accelerated to vest upon closing of the acquisition and for the portion of potential CVR payments to former Sage employees which are considered probable under the employee compensation accounting model.

The Company will continue to evaluate whether the remaining portion of potential CVR payments to former Sage employees are considered probable under the employee compensation accounting model, and will recognize compensation expense if and when they become probable.

See Note 10, Share-based Payments , for further discussion.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Sage Acquisition (Continued)

The acquisition is being accounted for as a business combination under the acquisition method of accounting, in accordance with ASC 805, Business Combinations .

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill.

The estimated fair values of the assets acquired and liabilities assumed, including goodwill , have been included in the Company's consolidated financial statements since the Sage Closing Date.

The Company's accounting for this acquisition is preliminary, and fair value estimates for the assets acquired and liabilities assumed and the Company's estimates and assumptions are subject to change as the Company obtains additional information for its estimates during the measurement period.

During the measurement period, if the Company obtains new information regarding facts and circumstances that existed as of the Sage Closing Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise its estimates of fair values and purchase price allocation.

The effect of measurement period adjustments on the estimated fair value elements will be reflected as if the adjustments had been made as of the Sage Closing Date.

The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings.

The Company expects to finalize its purchase price allocation within one year of the Sage Closing Date.

In addition, the Company continues to analyze and assess relevant information necessary to determine, recognize and record at fair value the assets acquired and liabilities assumed in the following areas:

inventory, prepaid and other assets, intangible assets, tax assets and liabilities, and certain existing or potential reserves, including those for legal or contract-related matters.

The activities the Company is currently undertaking, include but are not limited to the following:

review of acquired contracts and other contract-related and legal matters;

review and evaluation of the accounting policies, tax positions, and other tax-related matters.

Further, the Company is in the process of obtaining input from third party valuation firms with respect to the fair value of the acquired intangible assets and inventory, and other information necessary to record and measure the assets acquired and liabilities assumed.

Accordingly, the preliminary recognition and measurement of assets acquired and liabilities assumed as of the Sage Closing Date are subject to change.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Sage Acquisition (Continued)

The following preliminary purchase price allocation table presents the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Sage Closing Date and subsequent measurement period adjustments recorded (unaudited, dollars in thousands):

As Initially Reported

Measurement Period Adjustments (1)

Cash and cash equivalents $ 243,197 $ — $ 243,197

Marketable securities 93,181 — 93,181

Accounts receivable, net 23,291 — 23,291

Inventories, net (2)

50,714 1,897 52,611

Prepaid expenses and other current assets (2)

18,674 ( 2,094 ) 16,580

Restricted cash 1,450 — 1,450

Operating lease asset (3)

5,630 ( 520 ) 5,110

Intangible assets (4)

166,500 ( 29,500 ) 137,000

Deferred income tax assets, net (5)

— 48,384 48,384

Other assets 1,102 — 1,102

Total fair value of assets acquired 603,739 18,167 621,906

Accounts payable and accrued liabilities

44,232 — 44,232

Other liabilities (6)

— 23,969 23,969

Operating lease liability

12,380 — 12,380

Total fair value of liabilities assumed 56,612 23,969 80,581

Total identifiable net assets 547,127 ( 5,802 ) 541,325

Goodwill 2,061 5,802 7,863

Total purchase price $ 549,188 $ — $ 549,188

Cash consideration paid for Sage's common stock $ 533,667 — $ 533,667

Cash consideration paid for cash settlement of Sage's equity awards 4,073 — 4,073

Fair value of contingent consideration 11,448 — 11,448

Total purchase price $ 549,188 $ — $ 549,188

(1) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.

(2) Measurement period adjustment related to the refinement of the acquired inventory population.

(3) Refinement of the estimate of fair value of the right of use asset associated with the acquired Sage headquarters lease.

Refer to Note 13, Leases.

(4) Measurement period adjustments to intangible assets are primarily due to update in inputs and assumptions based on information related to the facts and circumstances that existed as of the acquisition date.

(5) Represents the preliminary income tax impact of the transaction.

(6) Measurement period adjustment related to the Company's accounting policy related to the collaboration arrangement with Biogen.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Sage Acquisition (Continued)

Acquired Inventory

The fair value of the inventory was estimated using the comparative sales method, which estimated the expected sales price of the product, reduced by all costs expected to be incurred to complete or to dispose of the inventory, as well as a profit on the sale.

Acquired Lease

As part of the Sage Acquisition, the Company acquired a lease for commercial real estate.

The Company recognized a right-of-use asset and operating lease liability at the acquisition date.

The amounts recognized reflect the present value of remaining lease payments, discounted at the Company's incremental borrowing rate.

The fair value of the lease ROU asset was measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms.

Refer to Note 13, Leases, for further discussion of the acquired lease asset and assumed lease liability.

Acquired Intangible Assets

The acquired intangible asset includes the acquired developed technology and product rights.

The Company estimated the fair value of the acquired intangible asset as of the Sage Closing Date using the income approach.

The fair value measurements of the acquired intangible asset was estimated based on significant unobservable inputs and therefore, represent a Level 3 fair value measurement.

Some of the more significant inputs and assumptions used in the intangible assets valuation include:

the estimated future cash flows from product sales, probability of achieving regulatory approval in certain territories, the timing and projection of costs and expenses, and discount rates.

The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (dollars in thousands):

Estimated Useful Lives

Acquired developed technology and product rights $ 137,000 8

Total intangible assets $ 137,000

Acquired intangible assets are amortized over their estimated useful lives on a straight-line basis.

Acquired Deferred Income Tax Assets, net

The deferred income tax assets, net relates to the difference between the financial statement carrying amount and the tax basis of acquired intangible assets, inventory, and net operating loss carryforwards, partially offset by other temporary differences.

The acquired federal and state net operating loss carryforwards is reduced by a valuation allowance for amounts that are not expected to be realizable in the future.

Refer to Note 12, Income Tax Expense (Benefit) .

Goodwill was calculated as the excess of the consideration paid consequent to completing the acquisition, compared to

the net assets recognized.

Goodwill represents the future economic benefits from the other acquired assets, and which could not be individually identified and separately valued.

Goodwill is primarily attributable to the additional acquired growth platforms, tax attributes, and an expanded revenue base.

Goodwill is not deductible for tax purposes .

Revenues and Net Earnings (Loss) of Sage

The operations of Sage and its subsidiaries have been included in the Company's consolidated statements of earnings (loss) for the period subsequent to the Sage Closing Date, and through December 31, 2025.

Total revenues of $ 68.1 million and net loss of $ 63.3 million were recorded from the Sage Closing Date through the period ended December 31, 2025.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Sage Acquisition (Continued)

Pro forma Information

The following table presents the unaudited pro forma combined financial information for each of the periods presented as if the Sage Acquisition had occurred on January 1, 2024 (dollars in thousands):

Year Ended December 31,

Pro forma total revenues

$ 772,211 $ 703,060

Pro forma net loss

$ ( 142,793 ) $ ( 406,677 )

The unaudited pro forma combined financial information is based on historical financial information and the Company's preliminary allocation of purchase price;

therefore, it is subject to subsequent adjustment upon finalization of the purchase price allocation.

In order to reflect the occurrence of the acquisition as if it had occurred on January 1, 2024, the unaudited pro forma combined financial information reflects the recognition of amortization expense on the acquired intangible asset;

the estimated reduction in the Company's interest income generated from marketable securities that were liquidated to fund the purchase price of the Sage Acquisition, and the estimated tax impact of the pro forma adjustments.

The unaudited pro forma combined financial information also reflects the recognition of material non-recurring costs incurred directly as a result of the Sage Acquisition primarily pertaining to the following:

• Transaction-related expenses incurred by the Company of $ 10.0 million during the year ended December 31, 2025, are assumed to have occurred on the pro forma close date of January 1, 2024, and recognized as if incurred in the first quarter of 2024;

• Post-combination employee-related expenses incurred by the Company of $ 38.3 million that were incurred during the year ended December 31, 2025, are assumed to have occurred on the pro forma close date of January 1, 2024, and recognized as if incurred in the first quarter of 2024;

• Post-combination share-based compensation expense of $ 22.9 million related to awards that were accelerated and settled by Supernus on the closing date are assumed to have occurred on the pro forma close date of January 1, 2024, and recognized as if incurred in the first quarter of 2024.

This amount does not reflect any post-combination expense related to potential CVR payments to former Sage employees because the payment was not considered probable under the employee compensation accounting model as of the acquisition date.

In the fourth quarter of 2025, the Company determined a CVR milestone is probable of achievement.

As such, the Company recognized an additional $ 2.1 of stock-based compensation for Sage equity awards that also had a CVR right (accounted for under the employee compensation accounting model).

The Company did not make a pro forma adjustment, as the post-combination expense is reflected in the 2025 annual financial statements.

The unaudited pro forma combined financial information should not necessarily be considered indicative of the results that would have occurred if the acquisition had been consummated on the assumed completion date, nor are they indicative of future results .

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Disaggregated Revenues

8 unchanged sentences

Trokendi XR 42,421 63,201 94,336

ONAPGO 17,254 — —

26,912 29,008 31,281

Total net product sales 626,536 637,696 573,933

Collaboration revenue (ZURZUVAE) 52,996 — —

Royalty, licensing, and other revenues 39,420 24,121 33,588

2 unchanged sentences

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

We recognized $ 15.0 million of licensing revenue for the year ended December 2025 related to the achievement of a regulatory milestone under our collaboration agreement with Shionogi.

In December 2023, the Company submitted to the FDA a notification of discontinuance to withdraw Osmolex ER from distribution.

Distribution of Osmolex ER ceased on April 1, 2024.

The Company recognized noncash royalty revenues of $ 4.0 million, and $ 9.8 million for the years ended December 31, 2023 and 2022, respectively.

The Company recognized noncash royalty revenues of $ 4.0 million for the year ended December 31, 2023.

The Company no longer recognizes noncash royalty revenue as ownership of the royalty rights reverted back to the Company during the second quarter of 2023 (see Note 2, Summary of Significant Accounting Policies).

Adjustments related to prior year sales in 2024 was less than 3 % of net product sales.

The majority of the adjustment is attributable to Qelbree, reflecting favorable actual returns experienced in 2024.

Adjustments related to prior year sales in 2025 and 2024 was less than 4 % of net product sales for each respective period.

The majority of the adjustment is attributable to Qelbree, reflecting favorable actual returns experienced in 2025 and 2024.

As a result, the Company changed its estimated provision for product returns based on the most recent experience.

In 2023 and 2022, adjustments related to prior year sales have amounted to less than 1 % of net product sales for each of the respective periods.

In 2023, adjustments related to prior year sales amounted to less than 1 % of net product sales.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Disaggregated Revenues (Continued)

The following table shows the percentage of net product sales to total net product sales:

7 unchanged sentences

Trokendi XR 7 % 10 % 16 %

ONAPGO 3 % — % — %

Total 100 % 100 % 100 %

1 unchanged sentence

(1) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

The Company does not currently own or operate manufacturing facilities for the commercial production of any of our commercial products.

The Company currently depends on third-party contract manufacturing organizations (CMOs), who offer a comprehensive range of contract manufacturing and packaging services, in various countries for the supply of API, finished goods for our commercial products.

For most of our commercial products, we rely on single source suppliers to produce and package final dosage forms for our products and raw materials, including API.

On November 4, 2025, the Company announced that due to stronger than expected demand for ONAPGO, supplier constraints are impacting the Company's ability to fully meet this demand.

ONAPGO is manufactured in Europe, supplied to us by our ONAPGO licensing partner, and packaged in the U.S.

by a third-party CMO.

The Company relies on single source suppliers to produce and package final dosage forms for ONAPGO.

On February 24, 2026, the Company announced that it has made progress in securing additional product supply of ONAPGO from the current supplier and as a result, has resumed new patient initiation.

In addition, the Company is working with a second supplier that is expected to begin supplying ONAPGO in 2027.

A change in any of the suppliers would require regulatory approval which could cause a further delay in manufacturing and a possible loss of sales, which could affect future operating results adversely.

Marketable Securities

7 unchanged sentences

Total fair value $ 180,222 $ 384,281

As of December 31, 2024, all of our unrestricted available-for-sale marketable securities have contractual maturities of one year or less.

As of December 31, 2025, all of the Company's unrestricted available-for-sale marketable securities have contractual maturities of one year or less.

There was no impairment on any available-for-sale marketable securities as of December 31, 2025 and December 31, 2024.

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Investments (Continued)

Investment in Navitor

9 unchanged sentences

These payments include an additional license or acquisition fee depending on whether the Company ultimately licenses or acquires NV-5138 (SPN-820), and subsequent clinical, regulatory and sales milestone payments.

The total payments, exclusive of the royalty payments on net sales of NV-5138 (SPN-820) and development costs paid by the Company under the agreement, have the potential to reach $ 410 million to $ 475 million, which includes an aggregate upfront payment of $ 25 million paid in 2020 for the option to acquire or license NV-5138 (SPN-820) and the equity investment, an additional license or acquisition fee depending on whether the

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Investments (Continued)

Company ultimately licenses or acquires NV-5138 (SPN-820), and subsequent clinical, regulatory and sales based milestone payments.

The Company also will have the first right of refusal for any compound with a similar mechanism of action to NV-5138 (SPN-820) on mTORC1 in the central nervous system.

5 unchanged sentences

In the second quarter of 2024, the Company consented to payment of additional Phase 2 development costs for NV-5138 (SPN-820) as they are incurred, but reserves the right to terminate payment of future development costs at its discretion.

On May 5, 2025, the Company entered into a binding memorandum of understanding (MOU) with Navitor Inc.

Under the MOU, the Company agreed to conduct further development activities at its own cost and Navitor Inc.

agreed to waive its right to receive the $ 100 million Initial Acquisition Fee under the Development Agreement.

In addition, pursuant to the MOU the Company exercised the Purchase Option to purchase all assets of Navitor and its affiliates pursuant to the Development Agreement, subject to, among other things, completion of satisfactory due diligence by the Company, and negotiation and execution of a definitive Purchase Agreement.

On June 24, 2025, October 31, 2025 and December 22, 2025, the Company amended the MOU with Navitor to extend the negotiation period.

The maximum exposure to losses related to Navitor LLC includes the approximately $ 50.0 million for Phase 1 and Phase 2 development of NV-5138 (SPN-820) already paid by the Company, plus the cost of other development and formulation activities provided by the Company and additional Phase 2 development costs the Company agreed to pay pursuant to the Development Agreement.

2 unchanged sentences

The Company records its share of the results of Navitor LLC, a private company, on a quarter lag as the financial information of Navitor LLC is not available on a sufficiently timely basis for the Company to apply the equity method of accounting.

In December 2021, Navitor LLC sold one of its subsidiaries and distributed cash to its members in accordance with each member's share of the proceeds from the sale.

The Company received $ 12.9 million in December 2021 from Navitor LLC in connection with this sale.

As the Company's policy is to record its share of the results in its equity method investment on a quarter lag as previously indicated, the Company recorded the cash amount received in Other current liabilities in the consolidated balance sheets as of December 31, 2021.

In the first quarter of 2022, the Company determined its estimated share of Navitor LLC's year-end 2021 earnings and recorded a gain of $ 12.9 million in Interest and other income, net in the consolidated statement of earnings.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments

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There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Fair Value of Financial Instruments (Continued)

Financial Assets and Liabilities Recorded at Fair Value on a Recurring Basis

1 unchanged sentence

Fair Value Measurements

Total Fair Value at December 31, 2024

Total Fair Value at December 31, 2025 Level 1

Level 2 Level 3

Cash and cash equivalents

3 unchanged sentences

Corporate debt securities 164,519 — 164,519 —

Municipal debt securities 14,716 — 14,716 —

U.S government agency securities 987 — 987 —

1 unchanged sentence

Marketable securities - restricted (SERP) 705 27 678 —

Restricted cash 1,450 1,450 — —

Total assets at fair value $ 310,825 $ 129,925 $ 180,900 $ —

11 unchanged sentences

Corporate debt securities 355,201 — 355,201 —

Municipal debt securities 10,916 — 10,916 —

government agency debt securities 29,080 — 29,080 —

Long-term marketable securities

Corporate debt securities 16,617 — 16,617 —

Other noncurrent assets

4 unchanged sentences

Other Financial Instruments

The carrying amounts of other financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their short-term maturities.

The carrying amounts of other financial instruments, including accounts receivable, accounts payable, accrued expenses, and other current liabilities approximate fair value due to their short-term maturities.

Contingent Consideration

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (as defined below) (dollars in thousands):

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition, Adamas Acquisition, and Sage Acquisition (as defined below) (dollars in thousands):

2025 December 31,

3 unchanged sentences

Total $ 31,258 $ 47,340

The Company's contingent consideration liabilities are related to the USWM Acquisition in 2020 and the Adamas Acquisition in 2021.

The Company's contingent consideration liabilities are related to the USWM Acquisition in 2020, the Adamas Acquisition in 2021, and the Sage Acquisition in 2025.

The contingent consideration liabilities are measured at fair value on a recurring basis using either a Monte Carlo simulation or the income approach.

2 unchanged sentences

Changes in any of those inputs together or in isolation may result in significantly lower or higher fair value measurement.

The change in fair value is reported on the consolidated statement of earnings in Contingent consideration gain .

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Contingent Consideration (Continued)

The change in fair value is reported on the consolidated statement of earnings (loss) in Contingent consideration loss (gain) .

USWM Contingent Consideration

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The USWM Acquisition included potential additional contingent consideration payments for regulatory and development milestones and sales-based milestones.

As of December 31, 2024, the remaining potential contingent consideration payments are up to $ 55 million in regulatory and development milestones comprised of (1) $ 25 million related to the FDA's approval of the SPN-830 NDA and (2) $ 30 million related to the subsequent commercial product launch.

In February 2025, the FDA approved ONAPGO (apomorphine hydrochloride) injection, formerly known as SPN-830, as the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD.

ONAPGO will be launched in the second quarter of 2025.

As such, the Company paid the $ 25 million milestone related to the FDA's approval of the SPN-830 NDA in February 2025, and expects the remaining $ 30 million milestones to be due and paid in 2025.

The key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval, and the discount rate.

At December 31, 2024, there were two remaining outstanding milestones, one related to the approval of ONAPGO and the other related to the commercial launch of ONAPGO.

Both milestones were met in 2025 and the liability was accreted to the milestone amounts due,

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Contingent Consideration (Continued)

resulting in the recognition of $ 7.7 million change in fair value of contingent consideration during 2025.

In February 2025, the Company paid the $ 25 million milestone related to the FDA's approval of ONAPGO.

ONAPGO was launched in April 2025, and the $ 30 million milestone payment related to the commercial launch of ONAPGO, subject to certain holdbacks as permitted under the Sale and Purchase Agreement Relating to USWM Enterprises, LLC, dated April 28, 2020, by and between US WorldMeds Partners, LLC and Supernus Pharmaceuticals, Inc., (USWM Sale and Purchase Agreement), became due and payable.

Of the $ 30 million, the Company paid $ 2.3 million in the second quarter, and the remaining amount held was reclassified to Other current liabilities in the consolidated balance sheet in the second quarter of 2025 as the milestone had been met but payment remains subject to certain holdbacks permitted under the USWM Sale and Purchase Agreement.

The Company paid $ 1.9 million in principal amount held back in the third quarter of 2025.

The outstanding liability as of December 31, 2025 was $ 26.6 million, which included the principal amount held back and interest.

During the third quarter of 2025, USWorldsMeds Partners, LLC filed a complaint in the Superior Court of the State of Delaware seeking payment for the withheld amount, plus interest, attorney's fees and costs.

The key assumptions considered in estimating the fair value included the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval, and the discount rate.

Adamas Contingent Consideration

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Each CVR represents the contractual right to receive a contingent payment of $ 0.50 per share in cash, less any applicable withholding taxes and without interest, upon the achievement of the applicable milestone (each such amount, a Milestone Payment) in accordance with the terms of a Contingent Value Rights Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as further defined in the CVR agreement.

One Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $ 150 million during any consecutive twelve-month period ending on or before December 31, 2024 (Milestone 2024).

Another Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $ 225 million during any consecutive twelve-month period ending on or before December 31, 2025 (Milestone 2025 and, together with Milestone 2024, the Milestones).

One Milestone Payment was payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $ 150 million during any consecutive twelve-month period ending on or before December 31, 2024 (Milestone 2024).

Another Milestone Payment was payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $ 225 million during any consecutive twelve-month period ending on or before December 31, 2025 (Milestone 2025 and, together with Milestone 2024, the Milestones).

Each Milestone may only be achieved once.

As of December 31, 2024, the 2024 Milestone was not met and the possible outcomes for the remaining 2025 Milestone contingent consideration is $ 0 or $ 25.0 million on an undiscounted basis.

The key assumptions considered in estimating the fair value of the Adamas sales-based milestones include the estimated revenue projections, volatility, estimated discount rates and risk-free interest rate.

As of December 31, 2024, the Milestone 2024 was not met.

As of December 31, 2025, the 2025 Milestone was also not met.

The key assumptions considered in estimating the fair value of the Adamas sales-based milestones included the estimated revenue projections and the probability of achievement of the milestone.

Sage Contingent Consideration

On July 31, 2025, the Company completed the Sage Acquisition.

The Sage Acquisition included payment of one contingent value right (Sage CVR) which represents the right to receive up to $ 3.50 , which is governed by the terms of a contingent value rights agreement entered into between the Company and CVR agent (Sage CVR Agreement), in cash, less any applicable withholding taxes and without interest.

Subject to the terms of the Sage CVR Agreement, (1) $ 1.00 per share would be payable if in any calendar year between closing and end of 2027, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $ 250 million or more in the U.S., (2) $ 1.00 per share would be payable if in any calendar year between closing and end of 2028, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $ 300 million or more in the U.S., (3) $ 1.00 per share would be payable if in any calendar year between closing and end of 2030, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $ 375 million or more in the U.S., and (4) $ 0.50 per share would be payable upon the first commercial sale in

Supernus Pharmaceuticals, Inc.

1 unchanged sentence

Contingent Consideration (Continued)

Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026.

The maximum amount payable with respect to a CVR issued in respect to each Share is $ 3.50 , an aggregate of approximately $ 234 million.

See Note 3, Sage Acquisition, for the key assumptions used in the valuation of the contingent consideration liability related to the Sage Acquisition.

Change in the Fair Value of Contingent Consideration

The following table provides a reconciliation of the beginning and ending balances related to the contingent consideration liabilities for the USWM Acquisition and Adamas Acquisition (dollars in thousands):

USWM Acquisition Adamas Acquisition Total

The following table provides a reconciliation of the beginning and ending balances related to the C ontingent consideration liabilities for the USWM Acquisition, Adamas Acquisition, and Sage Acquisition (dollars in thousands):

USWM Acquisition Adamas Acquisition Sage Acquisition Total

Balance, December 31, 2022 $ 46,270 $ 8,697 $ — $ 54,967

Milestone payments ( 25,000 ) — ( 25,000 )

Change in fair value recognized in earnings 130 ( 1,647 ) — ( 1,517 )

2 unchanged sentences

Balance, December 31, 2024 47,340 — — 47,340

Contingent consideration from Sage Acquisition recognized at Sage Closing Date — — 11,448 11,448

Change in fair value recognized in earnings - share-based compensation — — 2,051 2,051

Change in fair value recognized in earnings 7,660 — 17,759 25,419

Milestone payments ( 27,295 ) — — ( 27,295 )

Reclassification to Other Current Liabilities

( 27,705 ) — — ( 27,705 )

Balance, December 31, 2025 $ — $ — $ 31,258 $ 31,258

The Company recorded the following changes in fair value of the contingent consideration liability for the USWM milestones:

• For the year ended December 31, 2024, the Company recorded a $ 0.9 million expense which was primarily driven by passage of time, as well as the change in timing of milestone achievement and estimated discount rate.

• For the year ended December 31, 2023, the Company recorded a $ 0.1 million expense which was primarily driven by the passage of time and, as well as the change in timing of milestone achievement and estimated discount rate.

• For the year ended December 31, 2025, the Company recorded a $ 7.7 million expense due to the change in fair value of contingent consideration liabilities for the USWM milestones.

The change in fair value of contingent consideration was primarily due to accretion to the full milestone payment amount with the achievement of the milestones.

ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.

• For the year ended December 31, 2024, the Company recorded a $ 0.9 million expense which was primarily driven by the passage of time as well as the change in timing of milestone achievement and estimated discount rate.

• For the year ended December 31, 2023, the Company recorded a $ 0.1 million expense which was primarily driven by the passage of time and the accretion to the payout amount related to the milestone achieved in the first quarter of 2022.

The Company paid $ 25 million of the USWM contingent consideration in the first quarter of 2022 of which $ 22.9 million represents the acquisition date fair value of the contingent consideration liability and was reported under cash flows from financing activities.

The remaining $ 2.1 million represents the excess of the acquisition date fair value and was reported under cash flows from operating activities.

The amount paid was for the milestone that was due upon the FDA acceptance of the SPN-830 NDA for review, which was achieved in the first quarter of 2022.

The Company recorded the following changes in fair value of the contingent consideration liabilities for the Adamas CVRs:

• For the year ended December 31, 2024, the Company recorded a $ 7.1 million gain which was primarily driven by the non achievement of Milestone 2024.

• For the year ended December 31, 2023, the Company recorded a $ 1.6 million gain primarily driven by the passage of time.

• For the year ended December 31, 2022, the Company recorded $ 1.6 million gain which was primarily due to changes in market data and revenue projections.

Goodwill and Intangible Assets, Net

The following table sets forth the gross carrying amounts of goodwill (dollars in thousands):

• For the year ended December 31, 2025, there was no outstanding contingent consideration liability related to the Adamas CVR.

• For the year ended December 31, 2024, the Company recorded a $ 7.1 million gain primarily driven by the non achievement of Milestone 2024.

• For the year ended December 31, 2023, the Company recorded a $ 1.6 million gain which was primarily due to changes in market data and revenue projections.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Goodwill and Intangible Assets, Net (Continued)

Contingent Consideration (Continued)

The Company recorded the following changes in the fair value of the contingent consideration liability for the Sage CVRs:

• The Company recorded a contingent consideration liability of $ 11.4 million at the Sage Closing Date.

The Company recorded $ 19.8 million expense due to the change in fair value during the year ended December 31, 2025.

The $ 19.8 million change in fair value consisted of :

(i) $ 2.1 million change in fair value for the Sage CVRs associated with the Sage equity awards which were accelerated vested at the Sage Closing Date.

These were accounted for under the employee compensation accounting model and the change in fair value was recorded as share-based compensation expense in S elling, general and administrative expense line in the statement of earnings (loss);

(ii) $ 17.8 million change in fair value which was recorded under C ontingent consideration gain (loss) line in the statement of earnings (loss).

The change was primarily driven by an increase in the probability of achievement for the milestone related to the first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026.

ZURZUVAE received regulatory approval for the treatment of MDD in Japan in December 2025.

Goodwill and Intangible Assets, Net

The following table sets forth the gross carrying amounts of goodwill (dollars in thousands):

2025 December 31,

Goodwill $ 117,019 $ 117,019

Beginning balance

$ 117,019 $ 117,019

Goodwill from Sage Acquisition (1)

Ending balance

$ 124,882 $ 117,019

(1) Refer to Note 3, Sage Acquisition for further detail.

There were no goodwill impairment charges recognized in 2025 or 2024.

10 unchanged sentences

Amortization expense for intangible assets was $ 89.5 million, $ 78.0 million, and $ 82.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Goodwill and Intangible Assets, Net (Continued)

In February 2025, the FDA approved ONAPGO and as such, the research and development efforts for the Company's acquired in-process research and development asset is considered complete.

As of the FDA approval date, the ONAPGO intangible asset is a definite-life intangible asset subject to amortization and has a useful life of 10 years.

In July 2025, the Company acquired ZURZUVAE (zuranolone), the first and only FDA-approved oral medicine indicated for the treatment of PPD in adults.

The ZURZUVAE intangible asset is a definite-lived intangible asset subject to amortization and has a useful life of 8 years.

Patent defense costs are deferred legal fees incurred in conjunction with defending patents for Oxtellar XR and Trokendi XR.

2 unchanged sentences

The Company entered into settlement and license agreements that allowed a third party to enter the Oxtellar XR market in September 2024.

The Company has entered into settlement agreements with third parties permitting the sale of a generic version of GOCOVRI beginning in June 2029, or sooner under certain conditions.

The Company entered into settlement and license agreements that allows third parties to enter the XADAGO market in December 2027, or sooner under certain conditions.

8 unchanged sentences

The fair value measurement is classified as Level 3 within the fair value hierarchy as defined in ASC 820, Fair Value Measurement , due to the unobservable inputs used.

The impairment loss is reported as Intangible asset impairment charges in the consolidated statements of earnings.

The impairment loss is reported as Intangible asset impairment charges in the consolidated statements of earnings (loss).

The following table sets forth the anticipated annual amortization expense for definite-lived intangible assets.

Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Goodwill and Intangible Assets, Net (Continued)

asset impairments, among other factors (dollars in thousands):

Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors (dollars in thousands):

Estimated Amortization Expense

1 unchanged sentence

Thereafter 125,071

The 0.625 % Convertible Senior Notes Due 2023 (2023 Notes), which were issued in March 2018 with a total principal amount of $ 402.5 million and interest at an annual rate of 0.625 %, payable semi-annually in arrears on April 1 and October 1 of each year.

The 2023 Notes matured on April 1, 2023.

On April 1, 2023, the Company paid the total principal amount due of $ 402.5 million under the 2023 Notes and the remaining outstanding interest due of $ 1.3 million.

No 2023 Notes were converted.

Contemporaneous with the issuance of the 2023 Notes, the Company also entered into separate privately negotiated convertible note hedge transactions (collectively, the Convertible Note Hedge Transactions) with each of the call spread counterparties.

The Company issued 402,500 convertible note hedge options.

The Convertible Note Hedge Transactions were expected to reduce the potential dilution of the Company’s common stock upon conversion of the 2023 Notes, and/or offset any potential cash payments the Company would have been required to make in excess of the principal amount of converted 2023 Notes, as the case may be.

The Convertible Note Hedges expired on March 30, 2023.

Concurrently with entering into the Convertible Note Hedge Transactions, the Company also entered into separate privately negotiated warrant transactions (collectively, the Warrant Transactions) with each of the call spread counterparties.

The Company issued a total of 6,783,939 warrants.

The warrants entitle the holder to one share per warrant.

The strike price of the Warrant Transactions will initially be $ 80.91 per share of the Company’s common stock, and is subject to adjustment.

The Warrant Transactions were intended to partially offset the cost to the Company of the purchased Convertible Note Hedge Transactions;

however, the Warrant Transactions could have had a dilutive effect with respect to the Company’s common stock, to the extent that the market price per share of the Company’s common stock, as measured under the terms of the Warrant Transactions, exceeded the strike price of the warrants.

The warrants expired unexercised on November 22, 2023.

Uncommitted Demand Secured Line of Credit

On February 8, 2023, the Company entered into a credit line agreement with UBS.

On February 8, 2023, the Company entered into a credit line agreement with UBS (Credit Line).

The Credit Line provides for a revolving line of credit of up to $ 150 million, which can be drawn at any time.

1 unchanged sentence

Any variable rate borrowing will bear interest at a variable interest rate, equal to the sum of (i) the UBS Variable Rate (as defined in the Credit Line) plus (ii) the applicable Percentage Spread established in the Credit Line.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Debt (Continued)

The Credit Line is secured by a first priority lien and security interest in certain of the Company’s assets, including each account of the Company at UBS Financial Services Inc.

2 unchanged sentences

Upon certain customary events of default, all amounts due under the Credit Line will become immediately due and payable without demand, and UBS has the right, in its discretion, to liquidate, transfer, withdraw or sell all or any part of the Collateral and apply the proceeds to repay any borrowings pursuant to the Credit Line.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Debt (Continued)

The Company has the right to repay any variable rate advance under the Credit Line at any time, in whole or in part, without penalty.

1 unchanged sentence

In its discretion and without cause, UBS has the right at any time to demand full or partial payment of amounts borrowed pursuant to the Credit Line and terminate the Credit Line.

On March 30, 2023, the Company borrowed $ 93.0 million under the Credit Line, which bore a variable interest rate.

The funds from this borrowing were used to repay outstanding indebtedness under the 2023 Notes as discussed above under the Convertible Senior Notes Due 2023.

As of June 30, 2023, the Company repaid the total principal balance of $ 93.0 million under the Credit Line and the interest incurred on the Credit Line of $ 0.7 million.

As of December 31, 2024, there was no outstanding debt under the Credit Line.

As of December 31, 2025 and December 31, 2024, there was no outstanding debt under the Credit Line.

Share-Based Payments

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The Company records compensation expense related to its ESPP.

Share-based compensation expense

Supernus Pharmaceuticals, Inc.

1 unchanged sentence

Share-Based Payments (Continued)

Share-based compensation expense

Share-based compensation expense is as follows (dollars in thousands):

3 unchanged sentences

Selling, general and administrative (1)

50,243 22,607 22,016

Total $ 55,972 $ 27,755 $ 26,759

(1) Includes $ 25.0 million of compensation expense related to the acceleration of certain Sage equity awards in connection with the Sage Acquisition in July 2025 and certain CVRs granted to holders of the accelerated Sage equity awards which became probable of achievement in the fourth quarter of 2025.

The Company has $ 12.3 million of unrecognized compensation expense related to CVRs granted to holders of the accelerated Sage equity awards.

This unrecognized compensation expense will be recognized if and when the milestones associated with the CVRs become probable of achievement.

The following table summarizes stock option activities:

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The weighted average grant date fair value of options granted for the years ended December 31, 2025, 2024, and 2023 were $ 20.16 , $ 16.57 , and $ 21.30 per share, respectively.

The aggregate intrinsic value of shares exercised for the years ended December 31, 2024, 2023, and 2022 were $ 14.4 million, $ 5.1 million, and $ 16.3 million, respectively.

The aggregate intrinsic value of options exercised for the years ended December 31, 2025, 2024, and 2023 were $ 27.6 million, $ 14.4 million, and $ 5.1 million, respectively.

Proceeds from the options exercised for the years ended December 31, 2025, 2024, and 2023 were $ 34.9 million, $ 6.8 million, and $ 4.3 million, respectively.

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The total aggregate grant date fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $ 4.5 million, $ 3.7 million, and $ 1.5 million, respectively.

Total aggregate vest date fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $ 4.6 million, $ 2.8 million and $ 1.8 million, respectively.

As of December 31, 2025, the total unrecognized compensation expense was $ 8.3 million.

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The total aggregate grant date fair value of PSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $ 4.8 million, $ 3.9 million, and $ 4.1 million, respectively.

Total aggregate vest date fair value of PSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $ 6.2 million, $ 4.0 million and $ 4.5 million, respectively.

Performance-Based Awards

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The Company used a Monte-Carlo Simulation to determine the fair value and expected term of the awards as of grant date.

The market-based performance target was achieved in the third quarter of 2025 and therefore the market-based PSU awards are fully vested as of December 31, 2025.

There was no unrecognized compensation expense as of December 31, 2025.

The expected term of the awards granted in 2021 was 0.9 years.

Earnings per Share

Basic earnings per share (EPS) is calculated using the weighted average number of common shares outstanding.

Earnings (Loss) per Share

Basic earnings (loss) per share (EPS) is calculated using the weighted average number of common shares outstanding.

Diluted EPS is calculated using the weighted average number of common shares outstanding, including the dilutive effect of the Company’s stock options, stock awards, and employee stock purchase plan (ESPP) awards using the treasury-stock method, and the 2023 Notes using the if-converted method.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Earnings per Share (Continued)

The following table sets forth the computation of basic and diluted EPS for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except share and per share amounts):

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2025 2024 2023

Net earnings $ 73,865 $ 1,316 $ 60,711

After-tax interest expense for 2023 Notes — — 3,556

Numerator for dilutive earnings per share $ 73,865 $ 1,316 $ 64,267

Net earnings (loss) $ ( 38,550 ) $ 73,865 $ 1,316

Numerator for basic and dilutive earnings per share $ ( 38,550 ) $ 73,865 $ 1,316

Weighted average shares outstanding, basic 56,451,136 55,100,063 54,536,281

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Stock options and stock awards — 858,474 970,547

Convertible notes — — 6,783,936

Weighted average shares outstanding, diluted 56,451,136 55,958,537 55,506,828

Earnings per share, basic $ 1.34 $ 0.02 $ 1.13

Earnings per share, diluted $ 1.32 $ 0.02 $ 1.04

Earnings (loss) per share, basic $ ( 0.68 ) $ 1.34 $ 0.02

Earnings (loss) per share, diluted $ ( 0.68 ) $ 1.32 $ 0.02

Effect of Convertible Notes and Related Convertible Note Hedges and Warrants

In connection with the issuance of the 2023 Notes, the Company entered into Convertible Note Hedge and Warrant Transactions as described further in Note 8, Debt .

In connection with the issuance of the 2023 Notes, the Company entered into convertible note hedge and warrant transactions.

The expected collective impact of the convertible note hedge and warrant transactions is to reduce the potential dilution that would occur if the price of the Company's common stock was between the conversion price of $ 59.33 per share and the strike price of the warrants of $ 80.91 per share.

The Convertible Note Hedge and Warrant Transactions are excluded in the calculation of diluted EPS because inclusion would be anti-dilutive.

The convertible note hedge and warrant transactions were excluded in the calculation of diluted EPS because inclusion would be anti-dilutive.

Specifically, the denominator of the diluted EPS calculation excludes the additional shares related to the warrants because the average price of the Company's common stock was less than the strike price of the warrants of $ 80.91 per share.

Prior to actual conversion, the Convertible Note Hedge Transactions are not considered in calculating diluted EPS, as their impact would be anti-dilutive.

Prior to actual conversion, the convertible note hedge transactions were not considered in calculating diluted EPS, as their impact would be anti-dilutive.

In addition to the above described effect of the convertible note hedge and warrant transactions, the Company also excluded the common stock equivalents of the following outstanding stock-based awards and shares associated with the conversion of the 2023 Notes in the calculation of diluted EPS, because their inclusion would be anti-dilutive:

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Notes to Consolidated Financial Statements (Continued)

Income Tax Expense

The summary of the income tax expense for the years ended December 31, 2024, 2023, and 2022 is as follows (dollars in thousands):

Income Tax Expense (Benefit)

The tables below for the year ended December 31, 2025 provide the updated requirements of ASU 2023-09, which was adopted on a prospective basis.

See Note 2, Summary of Significant Accounting Policies , for additional details on the adoption of ASU 2023-09.

The components of income (loss) before income taxes for the year ended December 31, 2025, were attributable to the following regions (dollars in thousands):

Total income (loss) before income taxes $ ( 49,030 )

The summary of the income tax expense (benefit) for the year ended December 31, 2025 is as follows (dollars in thousands):

Year Ended December 31,

2024 2023 2022

Current tax expense (benefit)

Federal $ ( 10,622 )

State ( 5,064 )

Total current tax expense (benefit) $ ( 15,686 )

Deferred tax expense (benefit)

Federal $ 8,086

State ( 2,831 )

Foreign ( 49 )

Total deferred tax expense (benefit) $ 5,206

Income tax expense (benefit) —

Federal $ ( 2,536 )

State ( 7,895 )

Foreign ( 49 )

Total income tax expense (benefit) $ ( 10,480 )

As previously disclosed for the years ended December 31, 2024 and December 31, 2023, prior to the adoption of ASU 2023-09, the summary of the income tax expense for the years ended December 31, 2024, and 2023 is as follows:

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Income Tax Expense (Benefit) (Continued)

Year Ended December 31,

Current tax expense (benefit)

Federal $ 31,217 $ 20,772

State 12,925 6,395

Deferred tax expense (benefit)

Federal ( 18,920 ) ( 21,351 )

State ( 1,217 ) ( 4,363 )

Total income tax expense $ 24,005 $ 1,453

A reconciliation of income tax expense at the U.S.

federal statutory income tax rate to annual income tax expense at the Company's effective tax rate is as follows (dollars in thousands):

A reconciliation of income tax benefit at the U.S.

federal statutory income tax rate for the year ended December 31, 2025, to annual income tax benefit at the Company's effective tax rate is as follows:

Year Ended December 31, 2025

Income tax benefit computed at U.S.

federal statutory income tax rate $ ( 10,296 ) 21.0 %

State and local income taxes, net of federal income tax effect (1)

( 5,146 ) 10.5 %

Domestic federal

Research and development credits ( 4,294 ) 8.8 %

Change in valuation allowance ( 438 ) 0.9 %

Nontaxable or nondeductible items

Limitation on officers' compensation 2,401 ( 4.9 ) %

Stock compensation ( 1,914 ) 3.9 %

Meals and entertainment 831 ( 1.7 ) %

Contingent consideration 5,338 ( 10.9 ) %

Transaction costs 5,579 ( 11.4 ) %

Other 154 ( 0.3 ) %

Other ( 995 ) 2.0 %

Changes in unrecognized tax benefits ( 1,695 ) 3.5 %

Foreign tax effects ( 5 ) — %

Income tax expense (benefit) and Effective tax rate $ ( 10,480 ) 21.4 %

______________________________

(1) In 2025, state and local income taxes in Maryland, Pennsylvania, Tennessee, and Indiana comprise the majority (greater than 50%) of the state and local income taxes category.

The effective income tax rate for 2025 of 21.4 % varies from the statutory rate due to the favorable effect of state taxes and the research and development credit, which is offset by the effect of expenses related to current and prior year transactions that are not deductible for tax purposes.

Included within transaction costs are payments to former employees of Sage which are not deductible for tax purposes.

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Income Tax Expense (Benefit) (Continued)

As previously disclosed for the years ended December 31, 2024 and December 31, 2023, prior to adoption of ASU 2023-09, a reconciliation of income tax expense at the U.S.

federal statutory income tax rate to annual income tax expense at the Company's effective tax rate is as follows (dollars in thousands):

Year Ended December 31,

Income tax expense computed at U.S.

federal statutory income tax rate

$ 20,553 $ 581

State income taxes

5,114 ( 330 )

Permanent items 131 3,028

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Change in valuation allowance 5,859 1,267

Other 503 553 456

Income tax expense $ 24,005 $ 1,453

The amounts of income taxes paid, net of refunds received, consisted of the following (dollars in thousands):

Federal $ 9,000

Maryland ( 3,186 )

New Jersey 1,281

Pennsylvania 3,106

All other states 4,910

Total $ 16,051

In 2025, income taxes paid, net of refunds, exceeded 5% of total income taxes paid, net of refunds, in U.S.

Federal jurisdiction, and Illinois, Maryland, New Jersey, and Pennsylvania state jurisdictions.

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Income Taxes (Continued)

Income Tax Expense (Benefit) (Continued)

The significant components of the Company's deferred income tax assets (liabilities) are as follows (dollars in thousands):

As of December 31,

Year Ended December 31,

Deferred tax assets:

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Total deferred tax liabilities ( 161,504 ) ( 137,695 )

Net deferred tax liabilities $ ( 4,961 ) $ ( 24,963 )

Net deferred tax assets (liabilities) $ 38,351 $ ( 4,961 )

In assessing the realizability of deferred income tax assets, the Company considers whether it is more-likely-than-not that some or all of the deferred income tax assets will not be realized.

The ultimate realization of the deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss (NOL) is available.

The ultimate realization of the deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the deferred tax assets are available.

The Company considers projected future taxable income, the scheduled reversal of deferred income tax liabilities, and available tax planning strategies that can be implemented by the Company in making this assessment.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the NOL and credit carryforwards are available to reduce income taxes payable, management had determined it is not more-likely-than-not to realize all such net deferred tax assets.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are available to reduce income taxes payable, management has determined it is not more likely than not the Company will realize certain deferred tax assets related to net operating losses and credit carryforwards.

A reconciliation of the deferred tax asset valuation allowance is as follows (dollars in thousands):

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Acquisition Accounting (1)

— — ( 2,305 )

Additions — 6,785 1,268

Deductions ( 926 ) — ( 9,061 )

Reductions ( 63,934 ) ( 926 ) —

Ending balance $ 590,223 $ 66,725 $ 60,866

(1) Amount comprised principally of acquisitions and purchase accounting adjustments in connect with acquisitions

(1) Amount comprised principally of acquisition and purchase accounting adjustments in connection with the Sage acquisition.

The Company recorded a net valuation allowance addition of $ 523.5 million for the year ended December 31, 2025.

The valuation allowance is primarily related to federal and state net operating losses carryforwards acquired from the Adamas Acquisition that are not expected to be realizable in the future.

The Company has NOL carryforwards in several jurisdictions.

Due to changes in the Company's ownership, the utilization of net operating loss carryforwards that can be used to offset future taxable income are subject to annual limits in

The valuation allowance is primarily related to federal and state net operating loss carryforwards acquired from the Sage Acquisition that are not expected to be realized in the future.

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Income Taxes (Continued)

accordance with Internal Revenue Code (IRC) provisions, as well as similar state provisions.

Income Tax Expense (Benefit) (Continued)

The Company has net operating loss carryforwards in several jurisdictions.

Due to changes in the Company's ownership, the utilization of net operating loss carryforwards that can be used to offset future taxable income are subject to annual limits in accordance with Internal Revenue Code provisions, as well as similar state provisions.

In addition, states may also impose other future limitations through state legislation or similar measures.

Despite the NOL carryforwards, the Company may incur higher state income tax expense in the future.

Despite the net operating loss carryforwards, the Company may incur higher state income tax expense in the future.

As of December 31, 2025, the U.S.

federal and state NOL carryforwards amounted to approximately $ 340.6 million and $ 467.0 million, respectively, which will expire in various years beginning in 2031.

For the year ended December 31, 2024, the Company utilized federal NOLs of approximately $ 33.5 million and state NOLs of approximately $ 17.1 million.

federal and state net operating loss carryforwards amounted to approximately $ 2.5 billion and $ 851.0 million, respectively.

$ 2.4 billion and $ 90.5 million of the federal and state net operating losses will not expire.

The remainder will expire in various years beginning in 2031.

The Company is no longer subject to U.S.

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The Company recognizes interest and penalties related to uncertain tax positions, if any, in Income tax expense .

Some uncertain income tax position liabilities have been recorded against the Company's deferred income tax assets to offset such tax attribute carryforwards and other positions that cannot be offset by tax attributes until liability has been booked.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (dollars in thousands):

Some uncertain income tax position liabilities have been recorded against the Company's deferred income tax assets to offset such tax attribute carryforwards.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (dollars in thousands):

Year Ended December 31,

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Balance as of December 31 $ 13,991 $ 5,840 $ 2,149

The Company does not anticipate a material impact to the financial statements in the next twelve months as a result of a change in liabilities for uncertain tax positions.

As of December 31, 2024, $ 3.5 million of the balance of unrecognized tax benefits was classified as Accounts payable and accrued liabilities .

At December 31, 2023 and 2022, respectively the balance of unrecognized tax benefits was classified as other long term liabilities.

All of our liabilities for unrecognized tax benefits would impact the effective tax rate, if recognized.

Unrecognized tax benefits included in Other liabilities in the consolidated balance sheet was $ 3.5 million, $ 1.7 million and $ 1.6 million as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively .

As of December 31, 2025, $ 5.1 million of our liabilities for unrecognized tax benefits would impact the effective tax rate, if recognized.

As of December 31, 2024 and December 31, 2023, all of our liabilities for unrecognized tax benefits would impact the effective tax rate, if recognized.

Interest and penalties recognized in the consolidated statement of earnings (loss) in 2025, 2024 and 2023, and accrued interest and penalties as of December 31, 2025 and 2024 was negligible.

As of December 31, 2025, and 2024, the Company had an income tax receivable of $ 38.4 million and $ 5.0 million, respectively, which is classified as Prepaid expenses and other current assets on the consolidated balance sheets.

Office Space and Fleet Vehicle Leases

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The Company made an accounting policy election, by class of underlying asset, to combine the lease and non-lease components for the headquarters, office space, office equipment and fleet vehicle leases.

The Company's headquarters lease commenced on February 1, 2019 (the Commencement Date) and will continue until April 30, 2034, unless earlier terminated in accordance with the terms of the lease.

The lease includes options to extend the lease for up to ten years .

As part of the Adamas Acquisition, the Company acquired a lease for office space.

Adamas' operating lease for the office space term will continue until April 30, 2025.

The lease contains an option to extend the term for one additional five-year period.

Supernus Pharmaceuticals, Inc.

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Leases (Continued)

The Company's headquarters lease commenced on February 1, 2019 (the Commencement Date) and will continue until April 30, 2034, unless terminated earlier in accordance with the terms of the lease.

The lease includes options to extend the lease for up to ten years .

As part of the Adamas Acquisition, the Company acquired a lease for office space.

Adamas' operating lease for the office space term expired on April 30, 2025.

Lease obtained from Sage Acquisition

As part of the Sage Acquisition, the Company acquired a lease for office space in a multi-tenant building located in Cambridge, Massachusetts and classified this as an operating lease.

Sage's office space lease term continues through February 28, 2030 unless terminated earlier in accordance with the terms of the lease.

The lease includes an option to extend the lease for an additional five-year period.

See Note 3 , Sage Acquisition , for the further discussion on the acquired lease asset and assumed lease liability.

Contract Manufacturing Lease

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The Merz Agreement may not be terminated for convenience.

Under the terms of the agreement, the Company is required to purchase a minimum quantity of MYOBLOC finished products on an annual basis.

This minimum purchase requirement represents the in-substance fixed contract consideration associated with the dedicated manufacturing facility which the Company accounts for as an embedded lease.

In October 2021, we entered into an amendment to the Merz Agreement which increased the price of the annual purchase commitment of MYOBLOC from € 3.0 million to approximately € 3.9 million.

Under the terms of the original agreement, the Company was required to purchase a minimum quantity of MYOBLOC finished products on an annual basis.

This minimum purchase requirement represents the in-substance fixed contract consideration associated with the dedicated manufacturing facility which the Company accounted for as an embedded lease.

In October 2021, the Company entered into an amendment to the Merz Agreement which increased the price of the annual purchase commitment of MYOBLOC from € 3.0 million to approximately € 3.9 million.

A further amendment to the Merz Agreement was executed in July 2025, which included among other things, the removal of the annual minimum purchase requirement of MYOBLOC, and the Company's agreement to pay a nonrefundable annual fee of € 3.0 million to cover general maintenance and reservation costs for the manufacturing facilities.

The Company made an accounting policy election, by class of underlying asset, to not combine lease and non-lease components for the manufacturing facility.

A portion of the in-substance fixed contract consideration was allocated to the lease component based on the stand-alone selling price.

Accordingly, the Company classifies and accounts for the embedded lease as an operating lease.

Accordingly, the Company classified and accounted for the embedded lease as an operating lease.

Operating lease assets and lease liabilities as reported on the consolidated balance sheets are as follows (dollars in thousands):

Year Ended December 31,

Balance Sheet Classification 2025 2024

6 unchanged sentences

Total lease liabilities $ 40,977 $ 34,271

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Leases (Continued)

The components of operating lease costs are as follows (dollars in thousands):

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Lease assets obtained for new operating leases (1)

Supernus Pharmaceuticals, Inc.

Notes to Financial Statements (Continued)

Leases (Continued)

10,215 3,662 7,170

______________________________

(1) Includes right-of-use asset associated with the acquired Sage headquarters lease.

Refer to Note 3, Sage Acquisition .

The weighted average lease term and weighted average discount rate for operating leases are as follows:

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Year ending December 31:

2026 $ 12,413

Thereafter 10,878

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The Company manages the business activities on a consolidated basis.

The CODM assesses performance of the Company, and decides how to allocate resources based on net income, which is reported in the consolidated statement of earnings as net earnings and allocates resources on a consolidated basis.

The CODM uses net earnings to decide whether to reinvest profits into the Company's current products or into other research and development initiatives for the Company's product candidates.

Net earnings is also used to monitor budget versus actual results.

The measure of the reportable segment assets is reported on the balance sheet as total assets.

The accounting policies of the reportable segment are the same as those described in Note 2, Summary of Significant Accounting Policies .

The CODM assesses performance of the Company, and decides how to allocate resources based on net earnings (loss), which is reported in the consolidated statement of earnings (loss) as Net earnings (loss)

Supernus Pharmaceuticals, Inc.

1 unchanged sentence

Segment Reporting (Continued)

The following table shows the segment revenue, significant segment expenses and net earnings (dollars in thousands):

and allocates resources on a consolidated basis.

The CODM uses net earnings (loss) to decide whether to reinvest profits into the Company's current products or into other research and development initiatives for the Company's product candidates.

Net earnings (loss) is also used to monitor budget versus actual results.

The measure of the reportable segment assets is reported on the balance sheet as total assets.

The accounting policies of the reportable segment are the same as those described in Note 2, Summary of Significant Accounting Policies .

The following table shows the segment revenue, significant segment expenses and net earnings (loss) (dollars in thousands):

Year Ended December 31,

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Significant Segment Expenses:

Cost of goods sold

Cost of revenues

74,562 77,906 83,779

1 unchanged sentence

Marketing 78,956 74,188 79,231

General and administrative 94,289 107,175 109,433

General and administrative (a)

123,987 94,289 107,175

Acquisition-related expenses (b)

Research and development expenses

12 unchanged sentences

106,235 108,796 91,593

Other segment items (a)

Other segment items (c)

91,142 79,668 94,472

Net earnings (loss)

$ ( 38,550 ) $ 73,865 $ 1,316

(a) Other segment items include amortization of intangible assets, intangible asset impairment charges, contingent consideration gain, net interest and other income, interest expense, and income tax expense, whose amounts are disclosed in the consolidated statement of earnings.

______________________________

(a) Excludes Sage Acquisition expenses which are presented in the separate line item, Acquisition-related expenses, in the table above.

(b) Sage Acquisition related expenses includes primarily transaction costs incurred, post-combination employee-related expenses incurred by the Company, share-based compensation expense for Sage incurred to accelerate the vesting of certain equity awards under the terms of the Merger Agreement, and share-based compensation expense for Sage equity awards that also had a CVR right (accounted for under employee compensation accounting model), which was deemed probable of achievement in the fourth quarter of 2025.

(c) Other segment items include amortization of intangible assets, intangible asset impairment charges, contingent consideration loss (gain), net interest and other income, and income tax expense, whose amounts are disclosed in the consolidated statement of earnings (loss).

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Collaboration Agreements

See Note 5, Investments, for further details .

The Company is party to a collaboration and license agreement with Shionogi whereby Shionogi is responsible for all clinical development and regulatory filings for zuranolone in MDD and other indications in Japan, the Republic of Korea (South Korea), and Taiwan (together, the Shionogi Territory) and would be responsible for commercialization of zuranolone in the Shionogi Territory, if zuranolone is successfully developed and obtains marketing approval in any of the countries within the Shionogi Territory.

Shionogi was required to make an upfront payment to Sage of $ 90.0 million (prior to our acquisition of Sage), and the Company is eligible to receive additional payments of up to $ 470.0 million if certain regulatory and commercial milestones are achieved by Shionogi.

The potential future milestone payments include up to $ 40.0 million for the achievement of specified regulatory milestones, up to $ 30.0 million for the achievement of specified commercialization milestones, and up to $ 385.0 million for the achievement of specified net sales milestones.

The Company is eligible to receive tiered royalties on sales of zuranolone in the Shionogi Territory, if development efforts are successful, with tiers averaging in the low to mid-twenty percent range, subject to other terms of the agreement.

As between the Company and Shionogi, the Company maintains exclusive rights to develop and commercialize zuranolone outside of the Shionogi Territory.

The upfront cash payment and any payments for milestones and royalties are non-refundable and non-creditable.

Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments from Shionogi.

In the fourth quarter of 2025, Shionogi received approval from the Pharmaceuticals and Medical Devices Agency for the manufacturing and marketing of a product containing zuranolone in Japan for the treatment of MDD.

As such, for the year ended December 31, 2025, the Company recognized $ 15.0 million of licensing revenue related to the achievement of a milestone under its collaboration agreement with Shionogi.

No product containing zuranolone is approved for the treatment of MDD in the United States.

Under the clinical supply agreement, the Company is obligated to manufacture and supply to Shionogi (i) clinical quantities of API reasonably required by Shionogi for the development of licensed products in the Shionogi Territory under the collaboration and license agreement and (ii) quantities of drug product reasonably required for use by Shionogi in Phase 1 clinical trials of zuranolone in the Shionogi Territory under the collaboration and license agreement, in the quantities agreed to by the parties.

A commercial supply agreement has not yet been entered into and the parties are operating under the provisions of the existing clinical supply agreement.

Under the terms of the Biogen Collaboration Agreement, the Company granted Biogen a co-exclusive license to develop and commercialize SAGE-217 products in the U.S., an exclusive license to develop and commercialize SAGE-217 products in all countries of the world other than the U.S.

and the Shionogi Territory.

The Company refers to the territories outside the U.S.

to which Biogen has rights under the Biogen Collaboration Agreement with respect to SAGE-217 as the Biogen Territory.

Development and commercialization activities in the U.S.

under the Biogen Collaboration Agreement are conducted pursuant to plans agreed to by the Company and Biogen and overseen by a joint steering committee that consists of an equal number of representatives of each party.

The Company and Biogen share equally in the costs for development and commercialization, as well as the profits and losses upon FDA approval and commencement of product sales, in the U.S., subject to the Company’s opt-out right described below.

Biogen is solely responsible for all development activities and costs related to any development and commercialization of SAGE-217 products for the Biogen Territory, and the Company will receive royalties on any sales in the Biogen Territory, as mentioned above.

Biogen is the principal and records sales of SAGE-217 products globally.

The Company is obligated to supply API and bulk drug product for the Biogen Territory and API, bulk drug product and final drug product for the U.S.

to support development and commercialization activities.

Biogen has the right to assume manufacturing responsibilities for API for the Biogen Territory at any time during the term of the Biogen Collaboration

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Collaboration Agreements (Continued)

Agreement, and the Biogen Collaboration Agreement further provides that Biogen will, within a reasonable period of time, assume manufacturing responsibility for bulk drug product for the Biogen Territory.

Unless terminated earlier, the Biogen Collaboration Agreement will continue on a country-by-country basis until the date on which (a) in any country in the Biogen Territory, the royalty term has expired in such country, and (b) for the U.S., the parties agree to permanently cease to commercialize.

Biogen also has the right to terminate the Biogen Collaboration Agreement for convenience in its entirety or as to a particular region, upon advance written notice.

The Company has an opt-out right to convert the co-exclusive license in the U.S.

to an exclusive license to Biogen.

Following the exercise of the opt-out right, the Company would no longer share equally in the profits and losses in the U.S.

and would be entitled to receive certain royalty payments at percentage rates ranging from the low to high twenties and additional sales milestones.

While Biogen is considered the principal in transactions with customers for the sale of ZURZUVAE globally, the Company is also engaged in significant commercialization activities, including maintaining its own U.S.

direct sales force.

The Company presents its proportionate share of Biogen’s ZURZUVAE sales to customers in the U.S.

as Collaboration revenue (ZURZUVAE) within the consolidated statements of earnings (loss) .

Payments to or reimbursements from Biogen related to the agreement of the parties to share equally in all revenues and costs are accounted for as an increase to Collaboration revenue (ZURZUVAE) , an increase to or reduction of Cost of revenues , Research and development expenses , or Selling, general and administrative expenses , in the consolidated statements of earnings (loss), depending on the nature of the activity.

To record its proportionate share of collaboration revenue from Biogen’s sales of ZURZUVAE to customers in the U.S., the Company utilizes certain information from Biogen, including revenue from the sale of the product and associated reserves on revenue.

The following table summarizes the Company’s proportionate share of the activity under the Biogen Collaboration Agreement:

Year ended December 31,

Collaboration revenue (ZURZUVAE)

Cost of revenues

Research and development expenses

Selling, general and administrative expenses

Amounts receivable from Biogen related to the Biogen Collaboration Agreement are recorded within Accounts receivable, net on the consolidated balance sheets and were $ 23.0 million as of December 31, 2025.

There were no amounts receivable from Biogen as of December 31, 2024.

Composition of Other Balance Sheet Items

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The Company accounts for these prompt pay discount and contractual service fees as reduction to gross product sales at the time of sale.

See Note 2, Summary of Accounting Policies - Revenue from Product Sales.

See Note 2, Summary of Significant Accounting Policies - Revenue from Product Sales.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Composition of Other Balance Sheet Items (Continued)

Inventories, net

5 unchanged sentences

Total $ 82,385 $ 54,293

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Composition of Other Balance Sheet Items (Continued)

The Company recorded inventory write-offs of $ 8.9 million and $ 8.0 million for the years ended December 31, 2024 and 2023, respectively.

The inventory write-offs are reported on the consolidated statement of earnings in Cost of goods sold .

The Company recorded inventory write-offs of $ 1.9 million, $ 8.9 million and $ 8.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The inventory write-offs are reported on the consolidated statement of earnings (loss) in Cost of revenues .

Inventories, net as reported on the consolidated balance sheets are as follows (dollars in thousands):

Balance Sheet Classification December 31, 2025 December 31, 2024

Current inventory Inventories, net

$ 82,385 $ 54,293

Noncurrent inventory Other assets

Total $ 112,480 $ 54,293

Property and Equipment, net

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Depreciation and amortization expense on property and equipment was approximately $ 2.1 million, $ 2.4 million, and $ 2.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Composition of Other Balance Sheet Items (Continued)

Accounts Payable and Accrued Liabilities

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2025 December 31,

Accounts payable $ 4,587 $ 1,964

Accrued compensation, benefits, & related accruals 29,446 21,225

Accrued sales & marketing 11,007 11,666

Accrued manufacturing expenses 25,608 11,652

Accrued R&D expenses 5,898 10,530

Accrued sales & marketing 16,665 11,007

Other accrued expenses 13,090 6,989

Operating lease liabilities, current portion (1)

Accrued R&D expenses 7,299 5,898

Accounts payable 2,677 4,587

Accrued royalties (2)

Other accrued expenses 6,989 6,786

Total $ 107,800 $ 76,352

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Total $ 161,097 $ 168,705

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Interest Expense

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If these products are ultimately commercialized, the Company is also obligated to pay royalties to third parties, computed as a percentage of net product sales, for each respective product under a license agreement.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Commitments and Contingencies (Continued)

Through the USWM Acquisition, the Company acquired licensing agreements with other pharmaceutical companies for APOKYN, ONAPGO, XADAGO, and MYOBLOC.

The Company is obligated to pay royalties to third parties, computed as a percentage of net product sales, for each of the products under the respective license agreements.

The royalty expense incurred for these acquired products is recognized as Cost of goods sold in the consolidated statements of earnings.

The royalty expense incurred for these acquired products is recognized as Cost of revenues in the consolidated statements of earnings (loss).

Through the Sage Acquisition, the Company acquired licensing agreements with other pharmaceutical companies for ZURZUVAE (zuranolone).

See Note 2, Summary of Significant Accounting Policies - Revenue Recognition - Collaborative Arrangements and Note 15, Collaboration Agreements for further details.

USWM Enterprises Commitments Assumed

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The Company assumed the annual minimum purchase requirement of MYOBLOC, amounting to an estimated € 3.9 million annually, under the contract manufacturing agreement with Merz for manufacture and supply.

Refer to Note 12, Leases for further discussion related to the Merz Agreement in connection with the MYOBLOC annual minimum purchase requirement.

An amendment to the contract manufacturing agreement with Merz was executed in July 2025.

Amendments to the contract manufacturing agreement included among other things, the removal of the annual minimum purchase requirement of MYOBLOC, and the Company's agreement to pay a nonrefundable annual fee of € 3.0 million to cover general maintenance and reservation costs for the manufacturing facilities.

MDD US Operations, LLC (formerly US WorldMeds, LLC) and its subsidiary, Solstice Neurosciences, LLC (US) (collectively, the MDD Subsidiaries) entered into a Corporate Integrity Agreement (CIA) with the Office of Inspector General of the U.S.

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As part of the USWM Acquisition, the Company assumed the obligations of the CIA and could become liable for payment of certain stipulated monetary penalties in the event of any CIA violations.

In addition, the Company will continue to maintain a broad array of processes, policies and procedures necessary to comply with the CIA and submitted its final report during the second quarter of 2024.

The Company remains subject to its obligations under the CIA until it receives official notification of release from the Office of the Inspector General.

In addition, the Company continues to maintain a broad array of processes, policies and procedures necessary to comply with the CIA and submitted its final report during the second quarter of 2024.

The Company received an official notification of release from the Office of the Inspector General in April 2025 and thus no longer remains subject to its obligations under the CIA.

Claims and Litigation

From time to time, the Company may be involved in various claims, litigation and legal proceedings.

These matters may involve patent litigation, product liability and other product-related litigation, commercial and other matters, and government

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Commitments and Contingencies (Continued)

investigations, among others.

These matters may involve patent litigation, product liability and other product-related litigation, commercial and other matters, and government investigations, among others.

On a quarterly basis, the Company reviews the status of each significant matter and assesses its potential financial exposure.

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Because of uncertainties related to claims, legal proceedings and litigation, accruals will be based on the Company's best estimates based on available information.

The Company does not believe that any of these matters will have a material adverse effect on our financial position.

The Company does not believe that any of these matters will have a material adverse effect on its financial position.

The Company may reassess the potential liability related to these matters and may revise these estimates.

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The lawsuit was originally filed in May 2018 under seal, and Adamas became aware of the lawsuit when it was served.

The complaint alleges that patents held by Allergan and Adamas covering NAMENDA XR and Namzaric were procured through fraud on the United States Patent and Trademark Office and that these patents were asserted against potential generic manufacturers of NAMENDA XR and Namzaric to prevent the generic manufacturers from entering the market, thereby wrongfully excluding generic competition resulting in artificially high price being charged to government payors.

Supernus Pharmaceuticals, Inc.

Notes to Consolidated Financial Statements (Continued)

Commitments and Contingencies (Continued)

manufacturers of NAMENDA XR and Namzaric to prevent the generic manufacturers from entering the market, thereby wrongfully excluding generic competition resulting in artificially high price being charged to government payors.

Adamas' patents in question were licensed exclusively to Forest Laboratories Holdings Limited.

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On December 23, 2022, the defendants filed renewed motions to dismiss directed to the remaining unresolved issue.

On March 20, 2023, the District Court entered an order and final judgement dismissing with prejudice the FCA claim while declining to exercise supplemental jurisdiction over the state false claims act claims which were dismissed without prejudice.

On March 20, 2023, the District Court entered an order and final judgment dismissing with prejudice the FCA claim while declining to exercise supplemental jurisdiction over the state false claims act claims which were dismissed without prejudice.

On April 19, 2023, the plaintiff appealed the District Court's dismissal of the Federal False Claims Act claim.

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On January 29, 2025, the Ninth Circuit affirmed the District Court’s order dismissing the litigation.

The plaintiff intends to file a Petition for Panel and En Banc Rehearing and has asked the Ninth Circuit to extend his filing deadline until March 31, 2025.

On March 31, 2025, the plaintiff filed a petition for rehearing by the Ninth Circuit, but the Ninth Circuit denied the Petition on April 15, 2025.

The plaintiff opted not to seek review from the U.S.

Supreme Court.

It remains to be seen whether he will attempt to refile any of his state-law FCA claims.

The Company intends to defend itself vigorously.

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On October 3, 2022, Sage Chemical, Inc.

and TruPharma, LLC filed a lawsuit in the United States District Court for the District of Delaware (Case No.22-cv-1302) alleging that Supernus Pharmaceuticals, Inc., Britannia Pharmaceuticals Limited, and US WorldMeds Partners, LLC violated state and federal antitrust law in connection with APOKYN.

On January 10, 2023, the Company filed motions to dismiss all claims and the lawsuit in its entirety.

Between May 9, 2024 and June 4, 2024, the Court ruled on all motions to dismiss, declining to dismiss any claims against the Company, its subsidiaries, or Britannia Pharmaceuticals Limited and dismissing US WorldMeds Partners, LLC, USWM, LLC, and all of the individual defendants (former US WorldMeds executives) out of the case completely.

The Court then lifted the stay on fact depositions, which are now well underway and are expected to be completed by first half of February 2025.

Plaintiffs moved to revive the claims against US WorldMeds Partners, LLC and USWM, LLC, but not the former individual defendants.

Briefing was complete on August 21, 2024 and the Court heard argument on the motion on August 29, 2024.

The Court entered an Order that revived the claims against US WorldMeds Partners, LLC and USWM, LLC on December 5, 2024.

The operative scheduling order sets the following

and TruPharma, LLC filed a lawsuit in the United States District Court for the District of Delaware alleging that Supernus Pharmaceuticals, Inc., Britannia Pharmaceuticals Limited (Britannia), and US WorldMeds Partners, LLC (US WorldMeds) violated state and federal antitrust law in connection with APOKYN® (apomorphine HCl).

On October 16, 2022, Plaintiffs amended their complaint to add additional defendants MDD US Enterprises, LLC, MDD US Operations, LLC (each a subsidiary of Supernus Pharmaceuticals, Inc.), USWM, LLC (USWM), and individual defendants Paul Breckinridge Jones, Sr., Herbert Lee Warren, Jr., Henry Van Den Berg, and Kristin L.

On January 10, 2023, Defendants filed an Omnibus Motion to Dismiss the Amended Complaint seeking dismissal of each of Plaintiffs’ claims and the lawsuit in its entirety and US WorldMeds with USWM, Britannia, and the group of individual defendants each filed separate motions to dismiss.

On May 9, 2024, and May 28, 2024, respectively, the Court denied the Defendants’ omnibus motion and the Britannia motion to dismiss.

On May 31, 2024, and June 4, 2024, respectively, the Court granted the individual defendants’ motion to dismiss and the US WorldMeds and USWM motion to dismiss.

On December 6, 2024, Plaintiffs filed a second amended complaint, which added US WorldMeds and USWM back to the case.

The Court ordered on February 3, 2026, that case dispositive and Daubert motions briefing would begin on June 9, 2026, with a hearing scheduled for September 18, 2026, pretrial conference set for January 15, 2027, and trial beginning January 25, 2027.

The Company intends to defend itself vigorously.

However, the Company can offer no assurances that it will be successful in a litigation.

Sage Legal Proceedings

Merger Complaints

In connection with the Merger Agreement and Sage's Board of Directors' (Sage Board) recommendation to Sage shareholders to tender their shares pursuant to the tender offer, two purported Sage shareholders filed complaints in state court against Sage and each member of the Sage Board.

Among other things, the complaints assert claims for negligent misrepresentation and concealment and negligence under New York common law.

Sage has also received certain demand letters from other purported shareholders with similar allegations to those contained in the complaints.

Additional demand letters may be received by Sage and additional complaints may be filed against Sage, the Sage Board, Supernus and Saphire, Inc.

in connection with the Merger Agreement and tender offer.

Supernus Pharmaceuticals, Inc.

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Commitments and Contingencies (Continued)

key deadlines:

end of fact discovery January 31, 2025 (however, certain fact depositions will likely occur in the first half of February by agreement of the parties);

expert discovery to conclude May 12, 2025;

case dispositive motions to be filed June 2, 2025;

hearing on case dispositive and Daubert motions on September 11, 2025;

pretrial conference December 10, 2025;

a ten-day jury trial to begin on January 5, 2026.

On January 3, 2025, the Court issued an Oral Order requiring the parties to “engage in in-person mediation in good faith” and jointly select an agreed-upon mediator.

The parties are working to schedule the mediation to occur in late April 2025 in compliance with Court’s Oral Order that the mediation conference “occur no later than May 2, 2025 (unless the parties stipulate to a later date and such date is approved by the Court)."

Subsequent Events

ONAPGO will be launched in the second quarter of 2025.

The Company paid the $ 25 million milestone related to the FDA's approval of the SPN-830 NDA in February 2025, and expects the remaining $ 30 million milestone to be due and paid in 2025.

Refer to Note 6, Contingent Consideration , for further information.

Securities Class Action

On August 28, 2024, named plaintiff Darren Korver filed a purported federal securities class action lawsuit in the Southern District of New York against Sage and individuals, Barry E.

Greene and Kimi Iguchi (Securities Class Action).

The complaint in the Securities Class Action alleges violations of U.S.

securities laws under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and seeks an as-yet unspecified amount of damages allegedly sustained by parties who purchased Sage stock between April 12, 2021 and July 23, 2024, as well as applicable attorneys’ fees and costs.

Sage denies any allegations of wrongdoing and intends to vigorously defend against the Securities Class Action.

Securities and Exchange Commission (SEC) Investigation

On October 16, 2024, Sage received a subpoena from the Enforcement Division of the SEC requesting documents and information related to Sage’s NDA for zuranolone for the treatment of major depressive disorder (MDD), including communications with the FDA and any communications containing material nonpublic information.

The Company is cooperating with the SEC and intends to continue to provide information responsive to the SEC’s requests.

Consolidated Derivative Litigations

On March 26, 2025, plaintiff shareholder Qingping Zhu commenced derivative litigation in the Southern District of New York, purportedly on behalf of Sage, against sixteen current and former officers and directors of Sage (the Zhu Derivative Litigation).

Based significantly on the allegations underlying the Securities Class Action, the Zhu Derivative Litigation alleges violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks unspecified damages and various equitable relief.

On April 14, 2025, the Southern District of New York granted a stay of the Zhu Derivative Litigation pending the resolution of the motion to dismiss the amended complaint in the Securities Class Action.

On May 13, 2025, plaintiff shareholder Jurgen Matton commenced derivative litigation in the Southern District of New York, purportedly on behalf of Sage Therapeutics, against sixteen current and former officers and directors of Sage Therapeutics (the Matton Derivative Litigation).

Based significantly on the allegations underlying the Securities Class Action, the Matton Derivative Litigation alleges violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks unspecified damages and various equitable relief.

On May 22, 2025, plaintiff shareholder Joseph Pizzelanti commenced derivative litigation in the Southern District of New York, purportedly on behalf of Sage Therapeutics, against sixteen current and former officers and directors of the Company (the Pizzelanti Derivative Litigation).

Based significantly on the allegations underlying the Securities Class Action, the Pizzelanti Derivative Litigation alleges violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks unspecified damages and various equitable relief.

On June 20, 2025, Sage, along with other relevant parties, submitted for the Southern District of New York’s approval of a consolidation of the Zhu Derivative Litigation with the Matton Derivative Litigation and the Pizzelanti Derivative Litigation and the court approved such consolidation (the Consolidated Derivative Litigation).

At this time, the Company is unable to predict the outcome of the Merger Complaints, Securities Class Action, the SEC investigation, or the Consolidated Derivative Litigation, or reasonably estimate a range of possible losses.

The outcome of the matters described above cannot be predicted with certainty.

The Company intends to defend itself vigorously.

However, the Company can offer no assurances that it will be successful in a litigation.

Subsequent Event

On January 22, 2026, the Company entered into a First Amendment (Amendment) to the Agreement and Plan of Merger dated September 12, 2018, with former Biscayne security holders.

The Amendment relates to the timing and payment of certain milestones under the Biscayne merger agreement.

The Company agreed to pay former Biscayne security holders $ 10.0 million by June 30, 2026.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data