Indivior (Nasdaq: INDV) starts $175M accelerated share repurchase under $400M plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Indivior Pharmaceuticals, Inc. has entered into a $175 million accelerated share repurchase agreement (ASR) with Barclays Bank PLC as part of its previously authorized $400 million share repurchase program. Indivior made an upfront payment of $175 million and received an initial delivery of 3,717,473 common shares.
The final number of shares Indivior repurchases will depend on the volume weighted average price of its stock over the ASR term, less a discount, under the contract’s terms. Transactions under the ASR are expected to be completed by late June 2026, and Indivior does not expect this action to affect its previously issued financial guidance.
Positive
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Insights
Indivior deploys $175M into an accelerated buyback under a $400M program.
Indivior is committing $175 million to an accelerated share repurchase with Barclays, executed under its existing $400 million authorization. It has already received 3,717,473 shares upfront, with the final total tied to the stock’s volume weighted average price, less a discount.
This structure front-loads share retirement while leaving the exact share count to be determined by trading over the ASR period. Management states the ASR will not affect previously issued financial guidance, suggesting the buyback is funded within existing cash flow expectations.
After this ASR, Indivior notes that $100 million remains under the broader repurchase authorization for potential future transactions, which may occur in the open market, privately negotiated deals, or other methods allowed by law.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ASR size: $175 million
Share repurchase program size: $400 million
Initial shares delivered: 3,717,473 shares
+2 more
5 metrics
ASR size
$175 million
Prepayment Amount for accelerated share repurchase with Barclays
Share repurchase program size
$400 million
Total existing share repurchase authorization
Initial shares delivered
3,717,473 shares
Initial delivery under ASR after $175 million prepayment
Remaining authorization
$100 million
Capacity left under $400 million repurchase program after ASR
Expected ASR completion
End of June 2026
Final settlement expected no later than end of June 2026
Key Terms
accelerated share repurchase agreement, share repurchase program, volume weighted average price, forward-looking statements
4 terms
volume weighted average price financial
"based on the volume weighted average price of Indivior’s common stock during the term of the ASR"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
forward-looking statements regulatory
"This announcement contains certain statements that are forward-looking. Forward-looking statements include, among other things, statements regarding expected share repurchases"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: 804 -379-1090
| not applicable | ||
(Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 7.01 Regulation FD Disclosure.
On May 4, 2026, Indivior Pharmaceuticals, Inc. (the "Company") issued the press release described in Item 8.01, below. The press release is furnished as 99.1 to this Current Report on Form 8-K.
Item 8.01 Other.
On May 4, 2026 the Company issued a press release announcing that it had entered into an accelerated share repurchase agreement (the “ASR Agreement”) with an investment bank counterparty (the “Counterparty Bank”) to repurchase $175.0 million (the “Prepayment Amount”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as part of the Company’s previously announced $400 million share repurchase program (the “Share Repurchase Program”). The full text of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the terms of the ASR Agreement, the Company paid the Prepayment Amount to the Counterparty Bank and received an initial delivery of 3,717,473 shares. The exact total number of shares to be repurchased under the ASR Agreement generally will be based on the average of the daily volume-weighted average prices of the shares during the term of the ASR transaction, less a discount, pursuant to the terms and conditions of the ASR Agreement. Upon final settlement of the ASR transaction, the Company may be entitled to receive additional shares from the Counterparty Bank or, under certain circumstances, the Company may be required to deliver shares or, at the Company’s option, make a cash payment to the Counterparty Bank. Transactions under the ASR Agreement are expected to be completed by June 22, 2026.
Item 9.01 Financial Statements and Exhibits.Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | Press release dated May 4, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Indivior Pharmaceuticals, Inc. | ||||||||
Date: May 4, 2026 | By: | /s/ Ryan Preblick | ||||||
| Name: Ryan Preblick | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 99.1
Indivior Announces $175 Million Accelerated Share Repurchase
RICHMOND, Va., May 4, 2026 – Indivior Pharmaceuticals, Inc. (Nasdaq: INDV), today announced that it has entered into a $175 million accelerated share repurchase agreement (the “ASR”) with Barclays Bank PLC. The ASR will be executed under Indivior’s existing $400 million share repurchase program previously authorized by the Company’s Board of Directors. The ASR reflects the Company’s confidence in its long-term strategy, cash flow generation, and commitment to disciplined capital allocation.
Under the ASR agreement, Indivior will make an upfront payment of $175 million to Barclays and expects to receive an initial delivery of 3,717,473 shares promptly following execution. The final number of shares repurchased will be determined based on the volume weighted average price of Indivior’s common stock during the term of the ASR, less a discount. Final settlement is expected to occur no later than the end of June, 2026. Indivior does not expect the ASR to impact its previously issued financial guidance.
The remaining $100 million under the share repurchase authorization may be used for additional repurchases from time to time, subject to market conditions and other factors. Repurchases may be made through open market transactions, privately negotiated transactions, or other methods permitted under applicable law.
About Indivior
As the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized the science of addiction medicine — developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions, and communities, we are powering recovery and renewing hope. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/Indivior.
Important Cautionary Statement Regarding Forward-Looking Statements
This announcement contains certain statements that are forward-looking. Forward-looking statements include, among other things, statements regarding expected share repurchases, our long-term strategy, cash flow generation, commitment to disciplined capital allocation, and other statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," “strategy,” “target,” “guidance,” “outlook,” “potential,” "project," "priority," "may," "will," "should," "would," "could," "can," the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future. Actual results may differ materially from those expressed or implied in these
forward-looking statements due to a number of factors, including: cash available for share repurchases in the future, and the market price of our common stock in the future. For additional information about some of the risks and important factors that could affect our future results and financial condition, see "Risk Factors" in our Annual Report on Form 10-K filed February 26, 2026, and in our other filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date that they are made and should be regarded solely as our current plans, estimates and beliefs. Except as required by law, we do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.
For Further Information
Investors | Jason Thompson | VP, Investor Relations | +1 804 402 7123 jason.thompson@indivior.com | ||||||||
Media | Cassie France-Kelly | VP, Communications | +1 804 594 0836 Indiviormediacontacts@indivior.com | ||||||||
FAQ
Does Indivior expect the ASR to affect its financial guidance?
Indivior states it does not expect the ASR to impact previously issued financial guidance. That means the company believes this $175 million buyback fits within its existing financial outlook and cash flow expectations without changing its published guidance figures.