Indivior (Nasdaq: INDV) to issue $400M convertible notes and repay debt

Rhea-AI Filing Summary

Indivior Pharmaceuticals, Inc. plans a private offering of $400,000,000 of convertible senior notes due March 15, 2031, with an option for initial purchasers to buy up to an additional $60,000,000.

The senior unsecured notes will pay semi-annual interest and may be converted in certain situations into cash and, if applicable, common stock. Indivior expects to use about $239 million of net proceeds plus about $102 million of cash on hand to repay and terminate its term loan and revolving credit facility, to use up to approximately $75 million to repurchase common shares from certain note purchasers at the notes’ pricing, and to apply the remainder to general corporate purposes.

Insights

Capital structure and credit analyst

Indivior plans sizable convertible debt to refinance loans and fund buybacks.

Indivior intends to issue $400,000,000 of convertible senior notes due 2031, with a $60,000,000 upsize option. The notes are senior unsecured, pay semi-annual interest, and are redeemable from March 20, 2029 if share-price and other conditions are met.

The company plans to allocate approximately $239 million of net proceeds plus about $102 million of cash to fully repay and terminate its existing term loan and revolving credit facility. This shifts debt from bank-style facilities to capital-markets funding with an embedded equity option.

Indivior also plans to use up to approximately $75 million of proceeds to repurchase common stock from certain note purchasers at the notes’ pricing date, with any remaining proceeds for general corporate purposes. The filing notes that these concurrent repurchases could influence the stock price around the offering and affect the effective conversion price of the notes.

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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): March 12, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-37835			41-2520873
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10710 Midlothian Turnpike, Suite 125 North Chesterfield, VA						23235
(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)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

INDV

The Nasdaq Stock Market LLC

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 8.01 Other Events.

On March 12, 2026, the Company announced the launch of its proposed offering of convertible senior notes due 2031 (the “Notes”). A copy of the press release is filed as 99.1 to this Current Report on Form 8-K.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated March 12, 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: March 12, 2026			By:			/s/ Ryan Preblick
						Name: Ryan Preblick
						Title: Chief Financial Officer

Exhibit 99.1

Indivior Announces Proposed Convertible Senior Notes Offering

Richmond, VA, March 12, 2026 – Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) today announced its intention to offer, subject to market and other conditions, $400,000,000 aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Indivior also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $60,000,000 principal amount of notes.

The notes will be senior, unsecured obligations of Indivior, will accrue interest payable semi-annually in arrears and will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Indivior will settle conversions by paying or delivering cash and, if applicable, shares of its common stock.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Indivior’s option at any time, and from time to time, on or after March 20, 2029 and on or before the 25th scheduled trading day before the maturity date, but only if the last reported sale price per share of Indivior’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Indivior to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The final terms of the notes, including the interest rate, initial conversion rate and certain other terms of the notes, will be determined at the pricing of the offering.

Indivior intends (1) to use approximately $239 million of the net proceeds from the offering together with approximately $102 million of cash on hand to repay borrowings under and terminate the note purchase agreement that governs its term loan and revolving credit facility, (2) to use up to approximately $75 million of the net proceeds from the offering to repurchase shares of its common stock from certain purchasers of the notes concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof, at a price per share that is expected to equal the last reported sale price per share

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of the common stock on The Nasdaq Global Select Market as of the date of the pricing of the notes and (3) the remainder of the net proceeds from the offering for general corporate purposes.

The concurrent repurchases of up to approximately $75 million of common stock described above could increase (or reduce the size of any decrease in) the market price of the common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes.

The notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

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.

Important Cautionary Note Regarding Forward-looking Statements

Certain statements contained herein are forward-looking statements. Forward-looking statements include, among other things, express and implied statements pertaining to: (i) whether Indivior will offer and issue the notes; (ii) the completion, timing and size of the proposed offering; (iii) the intended use of the net proceeds from the offering; (iv) the terms of the notes being offered; (v) Indivior’s expectations regarding the effects of the concurrent common stock repurchases; and (vi) statements containing the words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “forecast,” “strategy,” “target,” “guidance,” “outlook,” “potential,” “project,” “priority,” “may,” “will,” “should,” “would,” “could,” “can,” “outlook,” 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 such

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statements because they relate to future events. For information about some additional risks and important factors that could affect our future results and financial condition, see the discussion of “Risk Factors” in our Annual Report on Form 10-K filed February 26, 2026 and our other filings with the SEC.

We have based the forward-looking statements in this release on our current expectations and beliefs concerning future events. Forward-looking statements contained in this release speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement.

For Further Information

Investors:

Jason Thompson

Indivior Pharmaceuticals

Tel: 804-402-7123

E-mail: jason.thompson@indivior.com

Media:

Cassie France-Kelly

Indivior Pharmaceuticals

Tel: 804-594-0836

E-Mail: Indiviormediacontacts@indivior.com

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FAQ

What is Indivior (INDV) issuing in its latest financing transaction?

Indivior plans a private offering of $400,000,000 aggregate principal amount of convertible senior notes due 2031, with a 30-day option for initial purchasers to buy up to an additional $60,000,000 of notes, all sold to qualified institutional buyers.

How does Indivior (INDV) plan to use the convertible notes proceeds?

Indivior expects to use about $239 million of net proceeds plus about $102 million of cash to repay and terminate its term loan and revolving credit facility, up to approximately $75 million to repurchase common stock, and the remaining funds for general corporate purposes.

When do Indivior’s new convertible senior notes mature and pay interest?

The convertible senior notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. They will be senior, unsecured obligations of Indivior and will accrue interest payable semi-annually in arrears over the life of the notes.

Under what conditions can Indivior (INDV) redeem the convertible notes early?

Indivior may redeem the notes for cash, in whole or in part, on or after March 20, 2029 and before the 25th scheduled trading day before maturity, but only if its common stock trades above 130% of the conversion price for a specified period and other conditions are satisfied.

Will Indivior (INDV) repurchase its stock in connection with the notes deal?

Indivior plans to use up to approximately $75 million of net proceeds to repurchase shares of its common stock from certain note purchasers in privately negotiated transactions at the notes’ pricing. The company notes these repurchases could affect the stock price and the notes’ effective conversion price.

Who can buy Indivior’s new convertible notes and are they registered?

The notes are being offered only to persons reasonably believed to be qualified institutional buyers. The notes and any shares issuable upon conversion have not been, and will not be, registered under the Securities Act, and may be sold only under applicable registration exemptions.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 14.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB