In the fourth quarter of 2026, the Company's Board of Directors approved the termination of the Second Amended and Restated 2012 Employee Stock Purchase Plan (ESPP). The termination will become effective on, to be conditioned upon, the consummation of the Merger. The current option period shall end on September 30, 2026, and September 30, 2026 shall be designated as, and treated as, the “Exercise Date” for the current option period in lieu of December 31, 2026. Shares issuable under the current offering period will be issued in accordance with the terms of the plan, and no additional offering periods will commence thereafter absent further action by the Company's Board of Directors.

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. In June 2026, 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 19,012,893 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.

Share-based compensation expense is as follows (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(unaudited)				(unaudited)
Research and development	$	1,525	$	1,446	$	4,449	$	4,337
Selling, general and administrative(a)	7,408		29,299		21,604		41,983
Total	$	8,933	$	30,745	$	26,053	$	46,320

The Company has $12.3 million of unrecognized compensation expense related to CVRs granted to holders of the accelerated Sage equity awards as of September 30, 2026. This unrecognized compensation expense will be recognized if and when the milestones associated with the CVRs become probable of achievement.

The following table summarizes stock option activities:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2025	6,343,009	$	32.63	6.3
Granted	988,592	$	49.93
Exercised	(565,366)	$	31.00
Forfeited	(124,726)	$	39.06
Outstanding, September 30, 2026 (unaudited)	6,641,509	$	35.22	6.2

As of September 30, 2026 (unaudited):
Vested and expected to vest	6,641,509	$	35.22	6.2
Exercisable	4,053,054	$	32.46	4.8

As of December 31, 2025:
Vested and expected to vest	6,343,009	$	32.63	6.3
Exercisable	3,636,073	$	32.08	4.8


	Number of RSUs	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2025	396,693	$	32.98
Granted	122,609	$	50.20
Vested	(165,678)	$	33.43
Forfeited	(11,375)	$	37.89
Nonvested, September 30, 2026 (unaudited)	342,249	$	38.77


	Number of PSUs	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2025	390,496	$	30.80
Granted	236,466	$	47.73
Vested	(103,989)	$	29.43
Forfeited	(57,590)	$	28.33
Nonvested, September 30, 2026 (unaudited)	465,383	$	40.01