Sage Acquisition (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following preliminary purchase price allocation table presents the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Sage Closing Date and subsequent measurement period adjustments recorded (unaudited, dollars in thousands):


	As Initially Reported		Measurement Period Adjustments (1)		As Adjusted
Cash and cash equivalents	$	243,197	$	—	$	243,197
Marketable securities	93,181		—		93,181
Accounts receivable, net	23,291		—		23,291
Inventories, net (2)	50,714		1,897		52,611
Prepaid expenses and other current assets (2)	18,674		(2,094)		16,580
Restricted cash	1,450		—		1,450
Operating lease asset (3)	5,630		(520)		5,110
Intangible assets (4)	166,500		(29,500)		137,000
Deferred income tax assets, net (5)	—		48,384		48,384
Other assets	1,102		—		1,102
Total fair value of assets acquired	603,739		18,167		621,906
Accounts payable and accrued liabilities	44,232		—		44,232
Other liabilities (6)	—		23,969		23,969
Operating lease liability	12,380		—		12,380
Total fair value of liabilities assumed	56,612		23,969		80,581
Total identifiable net assets	547,127		(5,802)		541,325
Goodwill	2,061		5,802		7,863
Total purchase price	$	549,188	$	—	$	549,188

Cash consideration paid for Sage's common stock	$	533,667	—		$	533,667
Cash consideration paid for cash settlement of Sage's equity awards	4,073		—		4,073
Fair value of contingent consideration	11,448		—		11,448
Total purchase price	$	549,188	$	—	$	549,188

(1) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.

(2) Measurement period adjustment related to the refinement of the acquired inventory population.

(3) Refinement of the estimate of fair value of the right of use asset associated with the acquired Sage headquarters lease. Refer to Note 13, Leases.

(4) Measurement period adjustments to intangible assets are primarily due to update in inputs and assumptions based on information related to the facts and circumstances that existed as of the acquisition date.

(5) Represents the preliminary income tax impact of the transaction.

(6) Measurement period adjustment related to the Company's accounting policy related to the collaboration arrangement with Biogen.

Schedule of Acquired Intangible Assets

The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (dollars in thousands):


	Fair Value		Estimated Useful Lives (in years)
Acquired developed technology and product rights	$	137,000	8
Total intangible assets	$	137,000

Schedule of Business Acquisition, Pro Forma Information

The following table presents the unaudited pro forma combined financial information for each of the periods presented as if the Sage Acquisition had occurred on January 1, 2024 (dollars in thousands):


	Year Ended December 31,
	2025		2024
	(unaudited)
Pro forma total revenues	$	772,211	$	703,060
Pro forma net loss	$	(142,793)	$	(406,677)

SUPERNUS PHARMACEUTICALS, INC. 10-K