SUPERNUS PHARMACEUTICALS, INC. 8-K

What Happened

• Supernus Pharmaceuticals (SUPN) filed an 8‑K reporting that on February 18, 2026 its Compensation Committee recommended and the Board approved changes to the compensation of several named executive officers, effective January 1, 2026.
• CEO Jack A. Khattar’s base salary was raised from $1,036,000 to $1,067,100; he received a 2025 bonus of $846,930 and equity awards of options to purchase 341,610 shares and 204,966 performance share units (PSUs). Other senior officers (CFO Timothy C. Dec; SVP & CSO Padmanabh P. Bhatt, Ph.D.; SVP & CMO Jonathan Rubin, M.D.; and SVP Frank Mottola) received modest base salary increases, 2025 bonuses, and grants of options, restricted stock units (RSUs) and PSUs as detailed in the filing.

Key Details

• Approval date: February 18, 2026; salary increases effective January 1, 2026.
• CEO highlights: salary $1,067,100; 2025 bonus $846,930; options for 341,610 shares; 204,966 PSUs.
• CFO highlights: salary increased to $525,100; 2025 bonus $233,894; options 17,500; 3,000 RSUs; 3,500 PSUs.
• Equity terms: option exercise price $50.20/share (closing price on Feb 18, 2026); option and RSU vesting annually in equal installments over 4 years; PSUs vest only if performance goals are met and the executive remains employed through certification.
• Bonus targets for 2026 remain unchanged from 2025: CEO 75% of base salary; CFO 45%; Dr. Bhatt 35%; Dr. Rubin and Mr. Mottola 40%.

Why It Matters

• These changes increase annual cash compensation modestly and award substantial performance‑linked equity—especially for the CEO—which can affect future share‑based compensation expense and potential dilution if options are exercised or PSUs vest.
• The heavy use of PSUs ties a meaningful portion of pay to performance goals (vesting is contingent on Committee certification), signaling an alignment of pay with company performance rather than guaranteed equity.
• The actions were recommended by the company’s independent compensation consultant (Aon) and are described as consistent with the company’s industry peer group, indicating they were part of the routine annual compensation review.