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Contingent Consideration
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Contingent Consideration Contingent Consideration
The following table sets forth the contingent consideration liabilities (dollars in thousands):
September 30, 2025December 31, 2024
(unaudited)
Reported under the following captions in the consolidated balance sheets:
Contingent consideration, current portion$11,235 $47,340 
Contingent consideration, long-term213 — 
Total$11,448 $47,340 
The Company's contingent consideration liabilities are related to the USWM Acquisition in 2020, the Adamas Acquisition in 2021, and the Sage Acquisition in 2025. The contingent consideration liabilities are measured at fair value using either a Monte Carlo simulation or the income approach. The Company classifies contingent consideration liabilities as Level 3 fair value measurements in the period where significant unobservable inputs were used to estimate fair value. These reflect the inputs and assumptions the Company believes would be made by market participants. Changes in any of those inputs together or in isolation may result in significantly lower or higher fair value measurement. The change in fair value is reported on the condensed consolidated statement of earnings (loss) in Contingent consideration loss (gain).
USWM Contingent Consideration
On June 9, 2020 (the USWM Closing Date), the Company completed its acquisition of all the outstanding equity of USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). The USWM Acquisition included potential additional contingent consideration payments for regulatory and development milestones and sales-based milestones. At December 31, 2024, there were two remaining outstanding milestones, one related to the approval of ONAPGO and the other related to the commercial launch of ONAPGO. Both milestones were met in 2025 and the liability was accreted to the milestone amounts due resulting in the recognition of $7.7 million change in fair value of contingent consideration during 2025. In February 2025, the Company paid the $25 million milestone related to the FDA's approval of ONAPGO in February 2025. ONAPGO was launched in April 2025 and the $30 million milestone payment related to the commercial launch of ONAPGO, subject to certain holdbacks as permitted under the Sale and Purchase Agreement Relating to USWM Enterprises, LLC, dated April 28, 2020, by and between US WorldMeds Partners, LLC and Supernus Pharmaceuticals, Inc., (USWM Sale and Purchase Agreement) became due and payable. Of the $30 million, the Company paid $2.3 million in the second quarter and the remaining amount held was reclassified
to Other current liabilities in the condensed consolidated balance sheet in the second quarter of 2025 as the milestone had been met but payment remains subject to certain holdbacks permitted under the USWM Sale and Purchase Agreement. The Company paid $1.9 million in the third quarter of 2025. The outstanding liability as of September 30, 2025 was $25.8 million, which included the principal amount held back and the interest. During the third quarter of 2025, USWorldsMeds Partners, LLC filed a complaint in the Superior Court of the State of Delaware seeking payment for the withheld amount, plus interest, attorney's fees and costs.
Adamas Contingent Consideration
On November 24, 2021 (the Adamas Closing Date), the Company completed its acquisition of all the outstanding equity of Adamas (Adamas Acquisition). The Adamas Acquisition included payment of two non-tradable contingent value rights (Adamas CVRs) each of which represents the contractual right to receive a contingent payment upon the achievement of the applicable aggregate worldwide net product sales of GOCOVRI.
Each Adamas CVR represents the contractual right to receive a contingent payment of $0.50 per share in cash, less any applicable withholding taxes and without interest, upon the achievement of the applicable milestone (each such amount, a Milestone Payment) in accordance with the terms of a Contingent Value Rights Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, as further defined in the Adamas CVR agreement. Achievement of the first milestone did not occur, and accordingly the first Milestone Payment did not become payable. As of September 30, 2025, only one of the Adamas CVRs remain. The remaining Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $225 million during any consecutive 12-month period ending on or before December 31, 2025 (2025 Milestone). The 2025 Milestone may only be achieved once.
As of September 30, 2025, the possible outcomes for the remaining 2025 Milestone contingent consideration is $0 or $25 million on an undiscounted basis. As of September 30, 2025, the probability of achievement of the 2025 Milestone is remote. The fair value of the contingent consideration liability related to the 2025 Milestone was $0 as of September 30, 2025 and December 31, 2024. The Company classified the contingent consideration liability as Level 3 fair value measurements as of September 30, 2025 and December 31, 2024.
The key assumptions considered in estimating the fair value of the Adamas sales-based milestones include the estimated revenue projections and probability of achievement of milestone.
Sage Contingent Consideration
On July 31, 2025, the Company completed the Sage Acquisition. The Sage Acquisition included payment of one contingent value right (Sage CVR) which represents the right to receive up to $3.50, which is governed by the terms of a contingent value rights agreement entered into between the Company and CVR Agent (Sage CVR Agreement), in cash, less any applicable withholding taxes and without interest.
Subject to the terms of the Sage CVR Agreement, (1) $1.00 per share would be payable if in any calendar year between closing and end of 2027, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $250 million or more in the U.S., (2) $1.00 per share would be payable if in any calendar year between closing and end of 2028, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $300 million or more in the U.S., (3) $1.00 per share would be payable if in any calendar year between closing and end of 2030, annual net sales (as defined in the Sage CVR Agreement) of ZURZUVAE allocable to Supernus or any of its affiliates reach $375 million or more in the U.S., and (4) $0.50 per share would be payable upon the first commercial sale in Japan to a third-party customer after regulatory approval for ZURZUVAE for the treatment of major depressive disorder (MDD) in Japan by June 30, 2026. The maximum amount payable with respect to a CVR issued in respect to each Share is $3.50, an aggregate of approximately $234 million. See Note 3, Sage Acquisition, for the key assumptions used in the valuation of the contingent consideration liability related to the Sage Acquisition.
Change in the Fair Value of Contingent Consideration
The following tables provide a reconciliation of the beginning and ending balances related to the contingent consideration liability for the USWM Acquisition, Adamas Acquisition, and Sage Acquisition (dollars in thousands):
USWM AcquisitionAdamas AcquisitionSage AcquisitionTotal
Balance at December 31, 2024$47,340 $— $— $47,340 
Contingent consideration from Sage Acquisition
— — 11,448 11,448 
Change in fair value recognized in earnings7,660 — — 7,660 
Milestone payments through June 30, 2025(27,295)— — (27,295)
Reclassification to Other Current Liabilities
(27,705)— (27,705)
Balance at September 30, 2025 (unaudited)$— $— $11,448 $11,448 
As aforementioned, the remaining liability as of June 30, 2025 for the contingent consideration related to the USWM Acquisition was reclassified to Other Current Liabilities in the second quarter of 2025. Thereafter, the Company made an additional milestone payment of $1.9 million in the third quarter of 2025.
USWM AcquisitionAdamas AcquisitionTotal
Balance at December 31, 2023$46,400 $7,050 $53,450 
Change in fair value recognized in earnings130 (6,596)(6,466)
Balance at September 30, 2024 (unaudited)$46,530 $454 $46,984 
The Company recorded the following changes in fair value of the contingent consideration liability for the USWM milestones:
•The Company recorded a $7.7 million expense due to the change in fair value of contingent consideration liabilities for the USWM milestones for the nine months ended September 30, 2025. No expense was recorded during the three months ended September 30, 2025. The Company recorded a $1.3 million expense and a $0.1 million expense due to the change in the fair value of the contingent consideration liabilities for the USWM milestones for the three and nine months ended September 30, 2024, respectively. The change in fair value of contingent consideration was primarily due to accretion to the full milestone payment amount with the achievement of the milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.
The Company recorded the following changes in fair value of the contingent consideration liabilities for the Adamas CVRs:
•The Company recorded a $2.3 million gain and a $6.6 million gain due to the change in fair value of the contingent consideration liabilities for the Adamas CVRs for the three and nine months ended September 30, 2024, respectively. The change in fair value of contingent consideration was primarily due to passage of time.
The Company recorded the following changes in the fair value of contingent consideration liability for the Sage CVRs:
•The Company recorded a contingent consideration liability of $11.4 million at Sage Closing Date. No change in fair value was recorded during the three and nine months ended September 30, 2025 given the proximity of the Sage Acquisition to the reporting period end date.