SUPERNUS PHARMACEUTICALS, INC.

Current report

Risks Related to the Pending Merger with Indivior

Current report

The Merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Merger could have material adverse effects on our business.

Current report

The completion of the Merger is subject to a number of conditions set forth in the Merger Agreement, which make the completion and timing of the Merger uncertain. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

Current report

If the Merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks, including the following:

Current report

• we could owe a substantial termination fee to Indivior in specified circumstances;

Current report

• time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities;

Current report

In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results and stock price.

Current report

Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the Merger and could materially and adversely impact our ongoing business, financial condition, financial results and stock price following the completion of the Merger.

Current report

The exchange ratio is fixed and will not be adjusted in the event of any change in either Supernus’s or Indivior’s stock price.

Current report

Upon completion of the Merger, each issued and outstanding share of Supernus common stock will be converted into the right to receive the Merger consideration, which is equal to 1.5401 shares of Indivior common stock. This exchange ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Indivior common stock or Supernus common stock.

Current report

It is impossible to accurately predict the market price of Indivior common stock at the completion of the Merger and, therefore, impossible to accurately predict the market value of the shares of Indivior common stock that Supernus stockholders will receive in the Merger. The market price for Indivior common stock or Supernus common stock have and may continue to fluctuate prior to the completion of the Merger for a variety of reasons, including, among others, general market and economic conditions, the demand for Indivior’s or Supernus’s products, changes in laws and regulations, other changes in Indivior’s and Supernus’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the Merger will be completed, and the expected timing of the Merger. Many of these factors are beyond our control. As a result, the market value represented by the exchange ratio will also vary.

Current report

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

Current report

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the Merger or otherwise, which could negatively affect our revenues, earnings and/or cash flows, as well as the market price of our common stock, regardless of whether the Merger is completed.

Current report

Under the terms of the Merger Agreement, each of Supernus and Indivior is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect each company’s ability to execute certain of their respective business strategies, including the ability in certain cases to modify or terminate contracts, acquire or dispose of assets, incur indebtedness, pay dividends, incur capital expenditures or settle claims. Such limitations could adversely affect our business and operations prior to the completion of the Merger.

Current report

Following the Merger, the composition of the combined company board of directors will be different than the composition of the current Supernus Board or the current Indivior Board.

Current report

Upon completion of the Merger, the board of directors of the combined company will consist of eight directors, including four directors designated by Supernus and four directors designated by Indivior. This newly composed board of directors may affect the future decisions of the combined company.

Current report

Even if we complete the proposed Merger with Indivior, we may fail to realize the anticipated benefits.

Current report

No assurance can be given that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the Merger will be realized or, if realized, may be realized more slowly than expected. Further, inherent in transactions such as these are the risks relating to the integration of the two businesses.

Current report

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the Combined Company following completion of the Merger.

Current report

Supernus and Indivior are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The Combined Company’s success after the completion of the Merger will depend in part upon the ability of the Combined Company to retain certain key management personnel and employees of Supernus and Indivior, including in light of the expected termination of key Indivior management personnel. Prior to the completion of the Merger, current and prospective employees of Supernus and Indivior may experience uncertainty about their roles following the completion of the transactions, which may have an adverse effect on the ability of each of Supernus and Indivior to attract or retain key management and other key personnel. In addition, no assurance can be given that the Combined Company, after the completion of the Merger, will be able to attract or retain key management personnel and other key employees to the same extent that Supernus and Indivior have previously been able to attract or retain their own employees.

Current report

We are and may continue to be targets of litigation that could result in substantial costs and may prevent or delay the closing of the Merger or otherwise negatively affect the business and operations of Supernus, Indivior and the Combined Company.

Current report

Lawsuits are often brought against public companies and their boards of directors that have entered into merger agreements. As of October 28, 2026, two complaints have been filed in state court by purported stockholders of ours relating to the Merger Agreement. On September 16, 2026, a purported stockholder of ours filed a complaint against us and each member of our Board of Directors, or the Board, in the Supreme Court of the State of New York, County of New York, captioned Floyd v. Supernus Pharmaceuticals, Inc., et al., Index No. 655292/2026, or the Floyd Complaint. On September 17, 2026, a purported stockholder of ours filed a complaint against us and each member of the Board in the Supreme Court of the State of New York, County of New York, captioned Jones v. Supernus Pharmaceuticals, Inc., et al., Index No. 655307/2026, or the Jones Complaint. We refer to the Floyd Complaint and the Jones Complaint collectively as the Merger Complaints. The Merger Complaints assert, among other things, claims for negligent misrepresentation and concealment and negligence under New York common law against all defendants. The Merger Complaints allege that our Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission, or the SEC, on September 11, 2026, or the Proxy Statement, omitted or misrepresented certain purportedly material information. Among other relief, the Merger Complaints seek (i) an injunction prohibiting consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), (ii) rescission or actual and punitive damages if the Transactions are consummated, and (iii) an award of the plaintiffs' fees and expenses, including reasonable attorneys' and experts' fees and expenses.

Current report

We have also received certain demand letters from purported stockholders making allegations similar to those contained in the Merger Complaints. While we believe that the disclosures set forth in the Proxy Statement comply fully with all applicable law and deny the allegations in the Merger Complaints, in order to (i) moot the plaintiffs' disclosure claims and similar claims asserted in certain demand letters received from other purported stockholders of ours, (ii) avoid nuisance and possible expense and business delays, and (iii) provide additional information to our stockholders, we determined to voluntarily supplement certain disclosures in the Proxy Statement related to plaintiffs' and purported stockholders' claims with the supplemental disclosures set forth in our supplement to the Proxy Statement, filed on October 6, 2026, or the Supplemental Disclosures. Additional lawsuits arising out of or relating to the Merger Agreement may be filed in the future.

Current report

The outcome of all litigation, including the matters described above, is uncertain and we may not be successful in defending against these claims or any other lawsuits brought against us even if they are without merit. Regardless of the outcome of these lawsuits or any other lawsuits brought against us, such lawsuits could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, result in substantial costs and otherwise adversely affect us financially. A potential adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed, or from being completed within the expected time frame, which may adversely affect our business, financial position and/or results of operations, and that of Indivior and the Combined Company.

Current report

Additional Risk Factors Listed in the S-4 Filing Risks Related to the Merger

Current report

The financing contemplated in connection with the Special Dividend may not be available on the anticipated terms or at all, which could result in changes to the dividend payable to Indivior stockholders in connection with the Merger.

Current report

Indivior anticipates that the funds needed to consummate the Special Dividend will be derived from a combination of (i) available cash on hand of the Combined Company and (ii) third-party debt financing. See the section entitled “The Merger — Financing” for additional information regarding the anticipated financing of Special Dividend. In connection with the Merger Agreement, Indivior entered into a commitment letter with Citibank, N.A. (“Citibank”), pursuant to which Citibank has committed to provide, subject to the satisfaction of customary closing conditions, a Term Loan Facility in an aggregate principal amount of $650 million for the purpose of financing a portion of the Special Dividend.

Current report

Indivior’s ability to obtain debt financing for the Special Dividend, will depend on, among other factors, prevailing market conditions and other factors beyond Indivior’s control. Indivior cannot provide assurance that it will be able to obtain debt financing on terms acceptable to it or at all. If the contemplated financing becomes unavailable and replacement financing cannot be obtained, but the conditions to the Alternative Dividend Scenario under the Merger Agreement are satisfied, the parties may complete the Merger without the contemplated financing and Indivior would declare the Alternative Dividend in lieu of the Special Dividend. As a result, the debt financing being unavailable could result in Indivior stockholders receiving the Alternative Dividend rather than the Special Dividend and could adversely affect Indivior’s financial condition, liquidity, capital structure and future operations. Indivior’s obligation to complete the Merger is not conditioned upon the receipt of financing.

Current report

Risks Related to the Combined Company

Current report

The Combined Company will have a leveraged balance sheet and significant financing obligations that limit its financial and operating flexibility.

Current report

Indivior’s balance sheet is leveraged, and the terms of its $500 million 0.625% Convertible Senior Notes due 2031 contain covenants that limit its ability to plan for or respond to changes in its business. In connection with the Merger, the Combined Company also expects to incur or assume additional indebtedness, including to fund the Special Dividend payable to pre-Merger Indivior stockholders. This indebtedness and the related covenants could constrain the Combined Company’s ability to invest in its business, respond to competitive pressures, pay dividends (the Combined Company is not expected to pay dividends in the future), or pursue strategic opportunities, and could increase its vulnerability to adverse economic conditions.