SUPERNUS PHARMACEUTICALS, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Attached to this Annual Report on Form 10-K as Exhibits 31.1 and 31.2 are two certifications, termed the Section 302 certifications, one by each of our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO). This Item 9A contains information concerning the evaluation of our disclosure controls and procedures and internal control over financial reporting referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures required by Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure. We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this report. Based on that evaluation, under the supervision and with the participation of our management, including our CEO and CFO, we concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management's Report on Internal Control over Financial Reporting Our management, under the supervision and with the participation of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f), is a process designed under the supervision and with the participation of our management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. All internal control systems, no matter how well designed, have inherent limitations. Because of their inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company acquired Sage Therapeutics, Inc. 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). Based on management's assessment using the criteria set forth above, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2025. Our independent registered public accounting firm KPMG LLP, who audited our consolidated financial statements included in this Annual Report on Form 10-K, issued an opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report is included in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting 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. 159 Table of Contents In 2025, we began the process to integrate the financial reporting systems and processes of the business acquired through the Sage Therapeutics, Inc. acquisition into ours. 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. 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. 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. ITEM 9B. OTHER INFORMATION. Insider Trading Arrangements and Policies The table below lists the insider trading arrangements adopted or terminated during the fourth quarter of 2025. Name and Title of Director or Officer Rule 10b5-1 Trading Arrangement (1) Trading Arrangement Adopted or Terminated Date of Adoption or Termination Duration of Trading Arrangement Aggregate Number of Securities to be Purchased Pursuant to Trading Arrangement Aggregate Number of Securities to be Sold Pursuant to Trading Arrangement Jack Khattar President, Chief Executive Officer and Director Yes Adopted December 12, 2025 First Transaction Date through February 22, 2029 — 322,500 (2)(3) Padmanabh Bhatt SVP, Chief Scientific Officer, Intellectual Property Yes Adopted December 15, 2025 First Transaction Date through May 31, 2026 — 107,250 (2) ____________________________________ (1) Indicates whether the trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). (2) This trading arrangement covers the exercise and sale of stock options, with such sales limited to an amount reasonably estimated such that the net proceeds from the sale are sufficient to cover the exercise cost and taxes associated with the exercise of the stock options. (3) This includes 35,000 sale of common stock which are indirectly beneficially owned by Jack Khattar through the KBT Trust. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this item is incorporated by reference to the similarly named section of our Proxy Statement for our 2026 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item is incorporated by reference to the similarly named section of our Proxy Statement for our 2026 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 160 Table of Contents The information required by Item 201(d) of Regulation S-K is set forth below. The remainder of the information required by this Item 12 is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025. The following table shows the number of securities that may be issued pursuant to our equity compensation plans (including individual compensation arrangements) as of December 31, 2025: Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column (2) ) Equity compensation plans approved by security holders 6,343,009 $ 32.63 3,008,901 Equity compensation plans not approved by security holders — — — Total 6,343,009 $ 32.63 3,008,901 ________________________________________ (1) The securities that may be issued are shares of the Company's Common Stock, issuable upon conversion of outstanding stock options. (2) The securities that remain available for future issuance are issuable pursuant to the 2021 Equity Incentive Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this item is incorporated by reference to the similarly named section of our Proxy Statement for our 2026 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required by this item is incorporated by reference to the similarly named section of our Proxy Statement for our 2026 Annual Meeting to be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025. 161 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a)(1) Index to consolidated Financial Statements The Financial Statements listed in the Index to consolidated Financial Statements are filed as part of this Annual Report on Form 10-K. See Part II, Item 8—Financial Statement and Supplementary Data . (a)(2) Financial Statement Schedules Other financial statement schedules for the years ended December 31, 2025 and 2024 have been omitted since they are either not required, not applicable, or the information is otherwise included in the consolidated financial statements or the notes to consolidated financial statements. (a)(3) Exhibits The Exhibits listed in the accompanying Exhibit Index are attached and incorporated herein by reference and filed as part of this report. ITEM 16. FORM 10-K SUMMARY None. 162 Table of Contents EXHIBIT INDEX Exhibit Number Description 2.1 †* Agreement and Plan of Merger, dated September 12, 2018, by and between Supernus Pharmaceuticals, Inc., Supernus Merger Sub, Inc. Biscayne Neurotherapeutics, Inc. and Reich Consulting Group, Inc., as amended by Amendment No. 1, dated September 21, 2018 (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on November 9, 2018, File No. 001-35518). 2.2 ††#* Sale and Purchase Agreement Relating to USWM Enterprises, LLC, dated April 28, 2020, by and between US WorldMeds Partners, LLC and Supernus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 2.3 #* Agreement and Plan of Merger, dated as of October 10, 2021, by and among Supernus Pharmaceuticals, Inc., Supernus Reef, Inc. and Adamas Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on October 12, 2021, File No. 001-35518). 3.1 * Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 333-184930, as amended on November 14, 2012). 3.2 * Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1, File No. 333-184930, as amended on November 26, 2012). 4.1 * Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.1 *+ Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on December 23, 2010). 10.2 *+ Stock Restriction Agreement, dated December 22, 2005, by and between the Registrant and Jack Khattar (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on December 23, 2010). 10.3 †* Asset Purchase and Contribution Agreement, dated as of December 22, 2005, by and among the Registrant, Shire Laboratories Inc. and Shire plc (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.4 †* Guanfacine License Agreement, dated as of December 22, 2005, by and among the Registrant, Shire LLC and Shire plc, as amended (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.5 †* Exclusive License Agreement, dated as of June 6, 2006, by and between the Registrant and United Therapeutics Corporation (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.6 †* Purchase and Sale Agreement, dated as of June 9, 2006, by and between the Registrant and Rune Healthcare Limited. 10.7 * Form of Indemnification Agreement (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on February 14, 2012. 163 Table of Contents Exhibit Number Description 10.8 *+ Offer Letter, dated June 10, 2005, to Dr. Padmanabh P. Bhatt from the Registrant (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.9 *+ Amended and Restated Employment Agreement, dated February 29, 2012, by and between the Registrant and Jack Khattar (incorporated by reference to Exhibit 10.23 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on March 16, 2012). 10.10 *+ Form of Time-Based Incentive Stock Option Agreement under the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.26 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on April 11, 2012). 10.11 *+ Form of Non-Statutory Time-Based Stock Option Agreement under the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.27 to the Company's Registration Statement on Form S-1, File No. 333-171375, as amended on April 11, 2012). 10.12 †* Commercial Supply Agreement, dated August 23, 2012, by and among Patheon, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 7, 2013, File No., 001-35518). 10.13 †* Commercial Supply Agreement dated December 15, 2012 by and among Catalent Pharma Solutions, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 21, 2013, File No. 001-35518). 10.14 * Royalty Interest Acquisition Agreement, dated July 1, 2014, by and between Supernus Pharmaceuticals, Inc. and HealthCare Royalty Partners III, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 8, 2014, File No. 001-35518). 10.15 * Security Agreement, dated July 1, 2014, by and between Supernus Pharmaceuticals, Inc. and HealthCare Royalty Partners III, L.P. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 8, 2014, File No. 001-35518). 10.16 *+ Amendment to Amended and Restated Employment Agreement, dated August 8, 2014, by and between Supernus Pharmaceuticals, Inc. and Jack Khattar (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 11, 2014, File No. 001-35518). 10.17 *+ Second Amendment to Amended and Restated Employment Agreement, dated March 2, 2016, by and between Supernus Pharmaceuticals, Inc. and Jack Khattar (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 4, 2016, File No. 001-35518). 10.18 †* Settlement Agreement, dated October 14, 2015, by and between Supernus Pharmaceuticals, Inc., Par Pharmaceutical Companies, Inc., and Par Pharmaceutical, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the period ended December 31, 2015, filed on March 9, 2016, File No. 001-35518). 10.19 *+ Supernus Pharmaceuticals, Inc. Third Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement on Form DEF 14A, filed on April 27, 2018, File No. 001-35518). 164 Table of Contents Exhibit Number Description 10.20 *+ Supernus Pharmaceuticals, Inc. Second Amended and Restated 2012 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company's Proxy Statement on Form DEF 14A, filed on April 19, 2016, File No. 001-35518). 10.21 †* Settlement Agreement, dated March 6, 2017, by and between Supernus Pharmaceuticals, Inc., Zydus Pharmaceuticals (USA) Inc., and Cadila Healthcare Limited (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed on May 9, 2017, File No. 001-35518). 10.22 †* Term Sheet Agreement, dated March 6, 2017, by and between Supernus Pharmaceuticals, Inc., Actavis Laboratories, FL, Inc., Actavis Pharma, Inc., and Watson Laboratories, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed on May 9, 2017, File No. 001-35518). 10.23 †* Settlement Agreement, dated March 13, 2017, by and between Supernus Pharmaceuticals, Inc., Actavis Laboratories, FL, Inc., Actavis Pharma, Inc., and Watson Laboratories, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed on May 9, 2017, File No. 001-35518). 10.24 *+ Third Amendment to Amended and Restated Employment Agreement, dated May 8, 2018, between Supernus Pharmaceuticals, Inc. and Jack Khattar (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 11, 2018, File No. 001-35518). 10.25 * Lease Agreement, dated January 31, 2019, between Advent Key West, LLC and Supernus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 5, 2019, File No. 001-35518). 10.26 * Form of Performance Share Unit Award Agreement, issued under the Amended and Restated Stock Incentive Plan, (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 27, 2020, File No. 001-35518). 10.27 ††#* Development and Option Agreement, dated April 21, 2020, by and between Navitor Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 10.28 ††#* Amended and Restated Distribution, Development, Commercialization and Supply Agreement, dated January 15, 2016, by and between Britannia Pharmaceuticals Limited and US WorldMeds, LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 10.29 ††* First Amendment to Amended and Restated Distribution, Development, Commercialization and Supply Agreement, dated February 19, 2020, by and between Britannia Pharmaceuticals Limited and US WorldMeds, LLC (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 10.30 ††#* Letter Agreement Re: Memorandum of Understanding for the Supply of Pens, effective February 25, 2019 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 10.31 ††* Letter Agreement Re: Exclusive Supply of Pens, effective September 23, 2019 (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on August 17, 2020, File No. 001-35518). 10.32 ††+* Offer Letter to Timothy C. Dec (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 29, 2021, File No. 001-35518). 165 Table of Contents Exhibit Number Description 10.33 ††* Commercial Supply Agreement, dated May 12, 2021, by and between Supernus Pharmaceuticals, Inc. and Catalent Pharma Solutions, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.34 ††* API Supply Agreement, dated July 13, 2021, by and between Supernus Pharmaceuticals, Inc. and Bachem Americas, Inc. (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.35 +* Form of Time-Based Incentive Stock Option Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.36 *+ Form of Time-Based Incentive Stock Option Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.38 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 10.37 +* Form of Non-Statutory Time-Based Stock Option Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.38 *+ Form of Non-Statutory Time-Based Stock Option Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 10.39 +* Form of Restricted Stock Unit Award Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.40 *+ Form of Restricted Stock Unit Award Agreement, for awards issued after 2023 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.42 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 10.41 +* Form of Performance Share Unit Award Agreement, for awards issued before 2024 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on August 6, 2021, File No. 001-35518). 10.42 *+ Form of Performance Share Unit Award Agreement, for awards issued during 2024 under the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 10.43 ††* Amendment to Deed of Lease, August 23, 2021, by and between Supernus Pharmaceuticals, Inc. and Key West MD Owner, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 5, 2021, File No. 001-35518) . 10.44 ††* Amended and Restated API Supply Agreement by and between Adamas Pharma, LLC and Moehs Ibérica, S.L. (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Adamas Pharmaceuticals, Inc. on November 2, 2017, File No. 001-36399) . 10.45 †† Settlement Agreement, dated as of December 31, 2022, by and between Supernus Pharmaceuticals, Inc., Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited. (incorporated by reference to Exhibit 10.71 to the Form 10-K filed on March 9, 2023, File No. 001-35518). 166 Table of Contents Exhibit Number Description 10.46 ††* Settlement Agreement, dated as of June 21, 2023, by and between Supernus Pharmaceuticals, Inc. with Apotex Inc. and Apotex Corp (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 10.47 ††* Credit Line Agreement between UBS Bank USA and Supernus Pharmaceuticals, Inc. dated as of February 8, 2023 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 14, 2023, File No. 001-35518) . 10.48 *+ Form of Performance Share Unit Award Agreement, for awards issued after 2024 under the Supernus Pharmaceuticals, Inc. Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on February 24, 2025, File No. 001-35518) 10.49 ††* Settlement Agreement, dated as of April 30, 2024, by and between Supernus Pharmaceuticals, Inc. and Ascent Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 6, 2024). 10.50 * Contingent Value Rights Agreement, dated as of October 28, 2021, by and between Supernus Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, LLC. (incorporated by reference to Index No. (d)(2)* to the Form SC TO-T/A filed on November 23, 2021, File No. 005-88106). 10.51 ††* First Amendment to Agreement and Plan of Merger, dated as of January 22, 2026, by and among Supernus Pharmaceuticals, Inc. and Reich Consulting Group, Inc. (incorporated by reference to Exhibit 10.01 to the Company’s Form 8-K filed on January 28, 2026, File No. 001-35518). 10.52 * 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). 10.53 * 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). 10.54 * C ontingent Value Rights Agreement, dated July 30, 2025, by and among Supernus Pharmaceuticals, Inc. 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. 001-35518). 10.55 ††* A greement and Plan of Merger, dated June 13, 2025, by and among Supernus Pharmaceuticals, Inc. and Sage Therapeutics , Inc. a nd Saphire Inc. ( incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on June 16, 2025 F ile No. 001-35518) 14 * Code of Ethics (incorporated by reference to Exhibit 14 to the Company's Form 8 -K filed on December 20 , 20 24 , File No. 001-35518). 19 * Policy Statement on Securities Trades by Directors, Officers, and Employees. (incorporated by reference to Exhibit 19 to the Form 10-K filed on February 27, 2024, File No. 001-35518). 21 ** Subsidiaries of the Registrant. 23.1 ** Consent of KPMG LLP. 31.1 ** Certification of Chief Executive Officer. 167 Table of Contents Exhibit Number Description 31.2 ** Certification of Chief Financial Officer. 32.1 ** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 32.2 ** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 97 ** Incentive Compensation Recoupment Policy. 101 ** The following financial information from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL: (i) Cover Page; (ii) Consolidated Statement of Earnings (Loss); (iii) Consolidated Statement of Comprehensive Earnings (Loss); (iv) Consolidated Balance Sheets; (v) Consolidated Statements of Equity; (vi) Consolidated Statements of Cash Flows; and (vii) the Notes to Consolidated Financial Statements, tagged in summary and detail. 104 ** The Cover Page of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL (included with the Exhibit 101 attachments). _______________________________________________________________________________ † Confidential treatment requested under 17 C.F.R. §§200.80(b)(4) and 230.406. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission pursuant to the Confidential Treatment Request. †† Certain portions of this exhibit that constitute confidential information have been omitted in accordance with Regulation S-K, Item 601(b)(10)(iv) because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. # Exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(a)(5) and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. + Indicates a management contract or compensatory plan, contract or arrangement in which directors or officers participate. * Previously filed. ** Filed herewith. 168 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SUPERNUS PHARMACEUTICALS, INC. By: /s/ JACK A. KHATTAR Name: Jack A. Khattar Title: President and Chief Executive Officer Date: 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 /s/ JACK A. KHATTAR President and Chief Executive Officer and Director (Principal Executive Officer) March 2, 2026 /s/ TIMOTHY C. DEC Senior Vice-President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 2, 2026 /s/ CHARLES W. NEWHALL, III. Director and Chairman of the Board March 2, 2026 /s/ CARROLEE BARLOW, M.D., PH.D. Director March 2, 2026 /s/ GEORGES GEMAYEL, PH.D. Director March 2, 2026 /s/ FREDERICK M. HUDSON Director March 2, 2026 /s/ BETHANY SENSENIG Director March 2, 2026 169