15 unchanged sentences
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
+Added: The Company acquired Sage Therapeutics, Inc.
+Added: on July 31, 2025 and management excluded from its assessment of 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 the total assets included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025.
Under the supervision and with the participation of our management, including our CEO and CFO, and under the oversight of our Board of Directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria related to internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework).
4 unchanged sentences
Our management, including our CEO and CFO, evaluated changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025.
−Removed: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during the quarter ended December 31, 2024, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: In 2025, we began the process to integrate the financial reporting systems and processes of the business acquired through the Sage Therapeutics, Inc.
+Added: acquisition into ours.
+Added: During the phased implementation of the integration, we experienced certain changes to our processes and procedures, which, in turn, result in changes to our internal control over financial reporting.
+Added: Other than the implementation of 1) controls related to the accounting of the Sage Acquisition, 2) integration of the Sage business, and 3) the related financial statement reporting, there have been no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no other changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 that occurred during the quarter ended December 31, 2025, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION.
3 unchanged sentences
Trading Arrangement Adopted or Terminated Date of Adoption or Termination Duration of Trading Arrangement Aggregate Number of Securities to be Purchased Pursuant to Trading Arrangement Aggregate Number of Securities to be Sold Pursuant to Trading Arrangement
−Removed: Jack Khattar , President, Chief Executive Officer and Director
−Removed: November 14, 2024 First Transaction Date through
−Removed: February 24, 2027
+Added: President, Chief Executive Officer and Director
+Added: December 12, 2025 First Transaction Date through February 22, 2029
— 322,500 (2)(3)
+Added: Padmanabh Bhatt
+Added: SVP, Chief Scientific Officer, Intellectual Property
+Added: December 15, 2025 First Transaction Date through May 31, 2026
— 107,250 (2)
+Added: ____________________________________
(1) Indicates whether the trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
(2) This trading arrangement covers the exercise and sale of stock options, with such sales limited to an amount reasonably estimated such that the net proceeds from the sale are sufficient to cover the exercise cost and taxes associated with the exercise of the stock options.
+Added: (3) This includes 35,000 sale of common stock which are indirectly beneficially owned by Jack Khattar through the KBT Trust.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
89 unchanged sentences
(incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 8, 2014, File No.
−Removed: 10.16 *+ Form of Executive Retention Agreement (incorporated by reference to Exhibit 10.16 to the Form 10-K filed on February 27, 2024, File No.
Amendment to Amended and Restated Employment Agreement, dated August 8, 2014, by and between Supernus Pharmaceuticals, Inc.
72 unchanged sentences
(d)(2)* to the Form SC TO-T/A filed on November 23, 2021, File No.
+Added: First Amendment to Agreement and Plan of Merger, dated as of January 22, 2026, by and among Supernus Pharmaceuticals, Inc.
+Added: and Reich Consulting Group, Inc.
+Added: (incorporated by reference to Exhibit 10.01 to the Company’s Form 8-K filed on January 28, 2026, File No.
+Added: F ifth Amendment to the Amended and Restated Employment Agreement , dated July 10, 2025, by and between the Registrant and Jack Khattar (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 5, 2025).
+Added: F orm of Amended and Restated Executive Re tention Agreement dated June 6, 202 5 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 5, 2025).
+Added: C ontingent Value Rights Agreement, dated July 30, 2025, by and among Supernus Pharmaceuticals, Inc.
+Added: and Equ initi Trust Company, LLC (incorporated by reference to Exh ibit 10.1 to the Company's Form 8-K filed on July 31, 2025, File No.
+Added: A greement and Plan of Merger, dated June 13, 2025, by and among Supernus Pharmaceuticals, Inc.
+Added: and Sage Therapeutics , Inc.
+Added: a nd Saphire Inc.
+Added: ( incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on June 16, 2025 F ile No.
Code of Ethics (incorporated by reference to Exhibit 14 to the Company's Form 8 -K filed on December 20 , 20 24 , File No.
10 unchanged sentences
(i) Cover Page;
−Removed: (ii) Consolidated Statement of Earnings;
−Removed: (iii) Consolidated Statement of Comprehensive Earnings;
+Added: (ii) Consolidated Statement of Earnings (Loss);
+Added: (iii) Consolidated Statement of Comprehensive Earnings (Loss);
(iv) Consolidated Balance Sheets;
16 unchanged sentences
President and Chief Executive Officer
−Removed: February 25, 2025
+Added: March 2, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and the dates indicated below:
Signature Title Date
−Removed: KHATTAR President and Chief Executive Officer and Director (Principal Executive Officer) February 25, 2025
+Added: KHATTAR President and Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026
/s/ TIMOTHY C.
−Removed: DEC Senior Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 25, 2025
+Added: DEC Senior Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 2, 2026
/s/ CHARLES W.
NEWHALL, III.
−Removed: Director and Chairman of the Board February 25, 2025
+Added: Director and Chairman of the Board March 2, 2026
/s/ CARROLEE BARLOW, M.D., PH.D.
−Removed: Director February 25, 2025
+Added: Director March 2, 2026
/s/ GEORGES GEMAYEL, PH.D.
−Removed: Director February 25, 2025
+Added: Director March 2, 2026
/s/ FREDERICK M.
−Removed: HUDSON Director February 25, 2025
+Added: HUDSON Director March 2, 2026
/s/ BETHANY SENSENIG
−Removed: Director February 25, 2025
+Added: Director March 2, 2026
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.