{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-072506","form_type":"8-K","ticker":"SUPN","cik":"0001356576","company_name":"SUPERNUS PHARMACEUTICALS, INC.","filed_at":"2025-07-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.806777+00:00","generated_at":"2026-05-17T22:13:42.751297+00:00","sec_items":["1.01","2.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Supernus closes Sage acquisition for $8.50/share + up to $3.50 CVR; ~$561M cash, accretive in 2026","bullets":["Total cash consideration ~$561M; 36.3M shares (58%) tendered; merger closed July 31, Sage wholly owned.","CVR milestones: $0.50 for Japan approval of ZURZUVAE by June 2026; $1.00 each for U.S. sales thresholds $250M–$375M.","Acquisition adds ZURZUVAE (postpartum depression) and CNS discovery platform; expected cost synergies up to $200M annually.","Acquisition expected to be accretive to Supernus earnings in 2026; stock delisting of SAGE from Nasdaq."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-072506","json":"https://secwatch.observer/filing/0001104659-25-072506.json","markdown":"https://secwatch.observer/filing/0001104659-25-072506.md","text":"https://secwatch.observer/filing/0001104659-25-072506.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/tm2522014d3_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T22:13:42.751297+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"66803a0aa35738f44735f1a521d4d247a5b30355","claim":"SUPERNUS PHARMACEUTICALS, INC. completed an acquisition involving Sage Therapeutics, Inc. for approximately $561 million (closed 2025-07-31).","evidence_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration to be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable pursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description of the Merger","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001393726-26-000034","ticker":"TIPT","company_name":"TIPTREE INC.","filed_at":"2026-05-29T20:03:28+00:00","headline":"Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001393726-26-000034","json":"https://secwatch.observer/filing/0001393726-26-000034.json","markdown":"https://secwatch.observer/filing/0001393726-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/tipt-20260529.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001193125-26-224339","ticker":"CSGS","company_name":"CSG SYSTEMS INTERNATIONAL INC","filed_at":"2026-05-14T21:19:48+00:00","headline":"NEC completes $80.70/sh all-cash acquisition of CSG Systems; CSG now wholly owned by NEC","event_type":"m_and_a","sec_items":["1.01","2.04","1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-224339","json":"https://secwatch.observer/filing/0001193125-26-224339.json","markdown":"https://secwatch.observer/filing/0001193125-26-224339.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/d154728d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1005757/000119312526224339/0001193125-26-224339-index.htm"}},{"accession":"0001193125-26-222960","ticker":"TPH","company_name":"Tri Pointe Homes, Inc.","filed_at":"2026-05-14T13:08:52+00:00","headline":"Sumitomo Forestry completes acquisition of Tri Pointe Homes for $47.00 per share; TPH delisted","event_type":"m_and_a","sec_items":["1.01","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-222960","json":"https://secwatch.observer/filing/0001193125-26-222960.json","markdown":"https://secwatch.observer/filing/0001193125-26-222960.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/d317054d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"par value $0.01 per share (“ Company Common Stock ”), issued and outstanding as of immediately prior to the Effective Time was automatically converted into the right to receive $47.00 per share, in cash, without interest thereon (the “ Merger Consideration ”), except for shares of Company Common Stock that were (A)(1) held by the Company as treasury stock; (2)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm"}},{"accession":"0001193125-26-222923","ticker":"APLS","company_name":"Apellis Pharmaceuticals, Inc.","filed_at":"2026-05-14T12:45:19+00:00","headline":"Biogen completes $5.3B acquisition of Apellis; stockholders get $41 cash + CVR up to $4","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","5.01","3.01","3.03","5.03","5.02","7.01","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-222923","json":"https://secwatch.observer/filing/0001193125-26-222923.json","markdown":"https://secwatch.observer/filing/0001193125-26-222923.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/d23709d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"in January 2026 and (B) the target performance levels for all other Company PSUs. The aggregate amount to be paid by Purchaser in the Offer and the Merger is approximately $5.3 billion, excluding related fees and expenses and, for the avoidance of doubt, any amounts that may become payable pursuant to the CVRs. Biogen and Purchaser will fund the acquisition of","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1492422/000119312526222923/0001193125-26-222923-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"which is calculated and payable in accordance with the CVR Agreement. The aggregate consideration\nto be paid by Purchaser to complete the Offer and the Merger is approximately $561 million (exclusive of amounts that may be payable\npursuant to the CVRs), without giving effect to related transaction fees and expenses. The foregoing description\nof the Merger","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1356576/000110465925072506/0001104659-25-072506-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}