Business Context and Reporting Period
This Form 8-K Current Report was filed by Supernus Pharmaceuticals, Inc. on February 24, 2026. The report discloses modifications to the compensatory arrangements of the Company's executive officers, approved by the Board of Directors on February 18, 2026, following a recommendation by the Compensation Committee.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation adjustments.
Material Changes
The primary material change reported is the adjustment of annual base salaries and the granting of equity awards to five executive officers, effective January 1, 2026. The changes include:
- Jack A. Khattar (CEO): Base salary increased from $1,036,000 to $1,067,100. Received a 2025 bonus of $846,930, options for 341,610 shares, and 204,966 PSUs.
- Timothy C. Dec (CFO): Base salary increased from $504,900 to $525,100. Received a 2025 bonus of $233,894, options for 17,500 shares, 3,000 RSUs, and 3,500 PSUs.
- Padmanabh P. Bhatt (CSO): Base salary increased from $455,900 to $471,900. Received a 2025 bonus of $168,182, options for 13,500 shares, 3,000 RSUs, and 3,500 PSUs.
- Jonathan Rubin (CMO): Base salary increased from $485,100 to $504,500. Received a 2025 bonus of $197,843, options for 13,500 shares, 3,000 RSUs, and 3,500 PSUs.
- Frank Mottola (SVP, Quality/GMP/IT): Base salary increased from $412,500 to $429,000. Received a 2025 bonus of $173,910, options for 13,500 shares, 3,000 RSUs, and 3,500 PSUs.
Stock option exercise prices were set at $50.20 per share, based on the closing price on February 18, 2026. Time-based options and RSUs vest annually over four years. PSUs vest based on specified performance goals.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding business operations. It notes that the compensation increases are consistent with the Company's industry peer group and were recommended by Aon plc, the independent compensation consultant. The filing references the 2021 Equity Incentive Plan for the terms of the awards.
Investor Verification Checklist
- Verify the total dilution impact of the 399,610 stock options and 15,000 RSUs granted to executives.
- Review the specific performance goals attached to the 218,466 PSUs to understand the conditions for vesting.
- Confirm the Company's cash position to ensure it can fund the 2025 bonuses totaling approximately $1.62 million.
- Check the stock price performance relative to the $50.20 exercise price to assess the intrinsic value of the options.
- Review the referenced Form 10-K (filed February 25, 2025) for the full text of the Option, RSU, and PSU agreements.