Supernus Pharmaceuticals entered a $650M credit agreement

Item 1.01

Entry into a Material Definitive Agreement.

Credit Agreement

On November 2, 2026 (the " Closing

Date "), in connection with the Merger, the Combined Company and certain of its subsidiaries, including the Company (collectively, the " Loan Parties "), entered into a Credit Agreement (the " Credit

Agreement ") by and among the Combined Company, as the borrower, the other Loan Parties, including the Company, as guarantors, the financial institutions from time to time party thereto as lenders, and Citibank, N.A. (" Citi "), as agent for the lenders and for itself as lender, providing for a senior secured term loan facility (the " Credit

Facility ") in an aggregate principal amount of $650,000,000, all of which was borrowed on the Closing Date. Capitalized terms used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.

The proceeds of the Credit¹

Facility are permitted to be used, in whole or in part, to consummate the Merger, to refinance or repay certain existing indebtedness¹ of the Combined Company and its subsidiaries on the Closing Date, to pay fees, costs and expenses incurred in connection with the Merger and the Credit Agreement, and for general corporate purposes¹ (including, without limitation, acquisitions and investments permitted under the Credit Agreement).

Interest Rate, Fees and Prepayments

From the Closing Date through the first day of the month immediately following the month during which the first quarterly financial statements are delivered, the term loans bear interest at a rate per annum equal to, at the Combined Company's option, (i) a rate based on Term SOFR plus 2.25% or

(ii) a rate based on the Base Rate plus 1.25%. Thereafter, the term loans will bear interest at a rate per annum equal to, at the Combined

Company's option, (i) a rate based on Term SOFR plus a variable applicable margin ranging from 2.00% to 2.75% based on the applicable total net leverage ratio or (ii) a

Item 2.01²

Completion of Acquisition or Disposition of Assets².

The disclosure in the Introductory

Note of this Current Report on Form 8-K is incorporated herein by reference.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, and as a result of the Merger, each share of common stock of Supernus³, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, as defined in the Merger Agreement) was converted into the right to receive 1.5401 shares of Indivior common stock³, par value $0.001 per share (such ratio, the " Exchange Ratio " and such shares, the " Indivior

Share "). No fractional shares were issued in the Merger; cash is payable in lieu of fractional shares⁴, as described in the Merger Agreement.

In addition, at the Effective

Time and as a result of the Merger and without any action on the part of any holder thereof:

(i) each restricted stock unit of Supernus (" Supernus RSU ") that was then outstanding was automatically assumed and converted into an award of restricted stock units of the Combined Company (each, a " Rollover

RSU ") with the same terms and conditions that applied to such Supernus RSU, including applicable vesting conditions, relating to a number of Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number of shares of Supernus

Common Stock subject to such Supernus RSU immediately prior to the Effective Time multiplied by (B) the Exchange Ratio;

(ii) each Supernus restricted stock unit subject to performance-based vesting restrictions (" Supernus PSU ") that was then outstanding was automatically assumed and converted into a Rollover RSU that is subject solely to time-based vesting, with the same other terms and conditions that applied to such Supernus PSU immediately prior to the Effective Time, relating to a number of Indivior Shares equal to the product, rounded down to the nearest whole number, of (A) the number o

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.