SUPERNUS PHARMACEUTICALS, INC.SUPN
SUPERNUS PHARMACEUTICALS, INC. Stock Compensation Disclosure
Share-Based Payments
Common Stock
The holders of the Company's common stock are entitled to one vote for each share of common stock held.
Equity Incentive Plan
The Company has adopted the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (2021 Plan) which was approved by the stockholders in June 2021. The 2021 Plan is the successor to, and replaced the 2012 Equity Incentive Plan, as amended (the 2012 Plan). The 2021 Plan is administered by the Company's Board of Directors and the Company's Compensation Committee of the Board. The 2021 Plan provides for the grant of stock options and certain other equity awards, including: stock appreciation rights (SARs); restricted and unrestricted stock; stock units; performance awards; cash awards; and other awards that are convertible into or otherwise based on the Company's common stock, to the Company's key employees, directors, consultants, and advisors. On June 14, 2024, the Company's shareholders approved, and the Company has adopted, the Amended and Restated 2021 Equity Incentive Plan (the Amended 2021 Plan) to increase the number of shares of the Company's common stock available for issuance under the 2021 Plan by 4,000,000 shares. The maximum number of shares that can be issued under the Amended 2021 Plan is 15,012,893 shares of the Company's common stock which includes the (i) 4,000,000 shares added pursuant to the adoption of the Amended 2021 Plan, (ii) the number of shares that remain available to be issued or transferred pursuant to awards under the 2021 Equity Incentive Plan as of the adoption date of the Amended 2021 Plan, and (iii) the number of shares that have already been issued or transferred pursuant to awards under the 2021 Plan prior to the approval by the Company’s stockholders of the Amended 2021 Plan. Option awards are granted with an exercise price equal to the closing price of the Company's common stock as of the grant date. Options and awards granted have a ten-year contractual term. Options and awards granted to employees, consultants and advisors generally vest in four equivalent annual installments, starting on the first anniversary of the grant's date. Options and awards granted to the directors generally vest over a one-year term.
Employee Stock Purchase Plan
The Company has adopted the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan (as amended to date, the ESPP). The ESPP allows eligible employees the opportunity to acquire shares of the Company's common stock at periodic intervals through accumulated payroll deductions. These deductions are applied at the semi-annual purchase dates of June 30 and December 31 to purchase shares of common stock from the Company at a discount. Eligible employees may purchase shares at the lower of 85% of the fair market value at either the first day of the purchase period or the fair market value at the end of the purchase period. The ESPP provides for the issuance of up to 1,700,000 shares of the Company's common stock. The Company records compensation expense related to its ESPP.
Share-based compensation expense
Share-based compensation expense is as follows (dollars in thousands):
Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Research and development | $ | 5,729 | $ | 5,148 | $ | 4,743 | |||||||||||
Selling, general and administrative(1) | 50,243 | 22,607 | 22,016 | ||||||||||||||
| Total | $ | 55,972 | $ | 27,755 | $ | 26,759 | |||||||||||
(1) Includes $25.0 million of compensation expense related to the acceleration of certain Sage equity awards in connection with the Sage Acquisition in July 2025 and certain CVRs granted to holders of the accelerated Sage equity awards which became probable of achievement in the fourth quarter of 2025. The Company has $12.3 million of unrecognized compensation expense related to CVRs granted to holders of the accelerated Sage equity awards. This unrecognized compensation expense will be recognized if and when the milestones associated with the CVRs become probable of achievement.
Stock Option
The following table summarizes stock option activities:
Number of Options | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding, December 31, 2023 | 6,583,822 | $ | 29.20 | 5.9 | $ | 23,668 | |||||||||||||||||
| Granted | 1,206,812 | $ | 28.29 | ||||||||||||||||||||
| Exercised | (781,441) | $ | 16.12 | ||||||||||||||||||||
| Forfeited | (290,120) | $ | 31.96 | ||||||||||||||||||||
| Outstanding, December 31, 2024 | 6,719,073 | $ | 30.44 | 5.9 | $ | 43,198 | |||||||||||||||||
| Granted | 1,211,945 | $ | 35.14 | ||||||||||||||||||||
| Exercised | (1,433,482) | $ | 24.37 | ||||||||||||||||||||
| Forfeited | (154,527) | $ | 33.70 | ||||||||||||||||||||
| Outstanding, December 31, 2025 | 6,343,009 | $ | 32.63 | 6.3 | $ | 108,396 | |||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Vested and expected to vest | 6,343,009 | $ | 32.63 | 6.3 | $ | 108,396 | |||||||||||||||||
| Exercisable | 3,636,073 | $ | 32.08 | 4.8 | $ | 64,175 | |||||||||||||||||
The weighted average grant date fair value of options granted for the years ended December 31, 2025, 2024, and 2023 were $20.16, $16.57, and $21.30 per share, respectively.
The aggregate intrinsic value of options exercised for the years ended December 31, 2025, 2024, and 2023 were $27.6 million, $14.4 million, and $5.1 million, respectively.
Proceeds from the options exercised for the years ended December 31, 2025, 2024, and 2023 were $34.9 million, $6.8 million, and $4.3 million, respectively.
The total fair value of the underlying common stock related to options that vested during the years ended December 31, 2025, 2024, and 2023 were approximately $18.1 million, $16.7 million, and $14.8 million, respectively.
The fair value of each option award is estimated on the date of the grant, using the Black-Scholes option-pricing model and the assumptions in the following table:
Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Fair value of common stock | $32.48 - $48.32 | $27.94 - $36.16 | $27.66 - $38.60 | ||||||||||||||
| Expected volatility | 54.30% - 55.15% | 55.56% - 56.55% | 56.87% - 58.22% | ||||||||||||||
| Expected dividend yield | 0% | 0% | 0% | ||||||||||||||
| Expected term | 5.87 years - 7.24 years | 5.77 years - 7.91 years | 5.60 years - 7.03 years | ||||||||||||||
| Risk-free interest rate | 3.75% - 4.42% | 3.82% - 4.57% | 3.27% - 4.33% | ||||||||||||||
As of December 31, 2025, the total unrecognized compensation expense was approximately $36.3 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.5 years.
Restricted Stock Units
The following table summarizes restricted stock unit (RSU) activities:
| Number of RSUs | Weighted- Average Grant Date Fair Value per Share | |||||||||||||
| Nonvested, December 31, 2023 | 300,141 | $ | 36.90 | |||||||||||
| Granted | 198,414 | $ | 28.06 | |||||||||||
| Vested | (100,891) | $ | 36.51 | |||||||||||
| Forfeited | (19,499) | $ | 34.71 | |||||||||||
| Nonvested, December 31, 2024 | 378,165 | $ | 32.48 | |||||||||||
| Granted | 172,725 | $ | 33.50 | |||||||||||
| Vested | (137,923) | $ | 32.31 | |||||||||||
| Forfeited | (16,274) | $ | 32.52 | |||||||||||
| Nonvested, December 31, 2025 | 396,693 | $ | 32.98 | |||||||||||
The total aggregate grant date fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $4.5 million, $3.7 million, and $1.5 million, respectively. Total aggregate vest date fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $4.6 million, $2.8 million and $1.8 million, respectively.
As of December 31, 2025, the total unrecognized compensation expense was $8.3 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 2.3 years.
Performance Stock Units
The following table summarizes performance share unit (PSU) activities:
| Performance-Based PSUs | Market-Based Units | Total PSUs | |||||||||||||||||||||||||||||||||
| Number of PSUs | Weighted- Average Grant Date Fair Value per Share | Number of PSUs | Weighted- Average Grant Date Fair Value per Share | Number of PSUs | Weighted- Average Grant Date Fair Value per Share | ||||||||||||||||||||||||||||||
| Nonvested, December 31, 2023 | 251,630 | $ | 32.22 | 20,000 | $ | 28.63 | 271,630 | $ | 31.96 | ||||||||||||||||||||||||||
| Granted | 252,700 | $ | 26.91 | — | $ | — | 252,700 | $ | 26.91 | ||||||||||||||||||||||||||
| Vested | (121,595) | $ | 31.68 | — | $ | — | (121,595) | $ | 31.68 | ||||||||||||||||||||||||||
| Forfeited | (58,050) | $ | 29.37 | — | $ | — | (58,050) | $ | 29.37 | ||||||||||||||||||||||||||
| Nonvested, December 31, 2024 | 324,685 | $ | 28.80 | 20,000 | $ | 28.63 | 344,685 | $ | 28.79 | ||||||||||||||||||||||||||
| Granted | 246,496 | $ | 32.84 | — | $ | — | 246,496 | $ | 32.84 | ||||||||||||||||||||||||||
| Vested | (140,010) | $ | 29.95 | (20,000) | $ | 28.63 | (160,010) | $ | 29.79 | ||||||||||||||||||||||||||
| Forfeited | (40,675) | $ | 30.15 | — | $ | — | (40,675) | $ | 30.15 | ||||||||||||||||||||||||||
| Nonvested, December 31, 2025 | 390,496 | $ | 30.80 | — | $ | — | 390,496 | $ | 30.80 | ||||||||||||||||||||||||||
The total aggregate grant date fair value of PSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $4.8 million, $3.9 million, and $4.1 million, respectively. Total aggregate vest date fair value of PSUs that vested during the years ended December 31, 2025, 2024, and 2023 were $6.2 million, $4.0 million and $4.5 million, respectively.
Performance-Based Awards
The performance-based PSU awards require certain performance targets to be achieved in order to vest. Vesting is also subject to continued service requirements through the date the achievement of the performance target is certified. As of December 31, 2025, the total unrecognized compensation expense was $8.2 million. The Company expects to prospectively recognize these expenses over a weighted-average period of 1.7 years.
Market-Based Awards
The market-based PSU awards are subject to achievement of market-based performance targets in order to vest. The Company used a Monte-Carlo Simulation to determine the fair value and expected term of the awards as of grant date. The market-based performance target was achieved in the third quarter of 2025 and therefore the market-based PSU awards are fully vested as of December 31, 2025. There was no unrecognized compensation expense as of December 31, 2025.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 9, 2023 | |
| 2021 | Apr 13, 2022 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 16, 2017 | |
| 2015 | Mar 9, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.