Indivior stockholders approve merger share issuance

The special meeting had a quorum, while the separate adjournment proposal was not put to a vote because stockholder action was not required.

Rhea-AI Filing Summary

Indivior Pharmaceuticals, Inc. stockholders approved the issuance of common shares in connection with the merger contemplated by the Merger Agreement. At the special meeting on October 15, 2026, the proposal received 85,455,705 votes for, 5,563,744 against and 186,733 abstentions. The proposal covered the shares contemplated by the merger, including for compliance with Nasdaq Rule 5635.

As of September 4, 2026, 118,031,934 shares were outstanding and entitled to vote; 91,206,182 shares were present in person or by proxy, representing 77.27% and constituting a quorum. No vote was taken on the separate adjournment proposal because stockholder action was not required.

1 point · 0 major

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How the balance works

Positive

• Moderate pointMerger-related share issuance approved with 85,455,705 votes for.

Negative

• None.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding and entitled to vote: 118,031,934 shares Shares present in person or by proxy: 91,206,182 shares Shares represented as a percentage of shares entitled to vote: 77.27% +3 more

6 metrics

Shares outstanding and entitled to vote 118,031,934 shares As of September 4, 2026

Shares present in person or by proxy 91,206,182 shares At the October 15, 2026 special meeting

Shares represented as a percentage of shares entitled to vote 77.27% At the October 15, 2026 special meeting

Votes for share issuance proposal 85,455,705 votes October 15, 2026 special meeting

Votes against share issuance proposal 5,563,744 votes October 15, 2026 special meeting

Abstentions on share issuance proposal 186,733 votes October 15, 2026 special meeting

Key Terms

quorum, Broker Non-Vote, Indivior Share Issuance Proposal, Nasdaq Rule 5635

4 terms

quorum regulatory

"constituted a quorum to conduct business at the Indivior Special Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Vote regulatory

"Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

Indivior Share Issuance Proposal regulatory

"the “Indivior Share Issuance Proposal”"

Nasdaq Rule 5635 regulatory

"applicable provisions of Nasdaq Rule 5635"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did INDV stockholders vote on the merger-related share issuance?

Stockholders approved the proposal, with 85,455,705 votes for, 5,563,744 against and 186,733 abstentions. It covered the issuance of Indivior shares in connection with the merger contemplated by the Merger Agreement, including for purposes of complying with Nasdaq Rule 5635.

Did INDV stockholders vote on the meeting adjournment proposal?

No. Stockholder action on the proposal was not required, so no vote was taken.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 15, 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)		(I.R.S. Employer Identification No.)

10710 Midlothian Turnpike, Suite 125 North Chesterfield, VA		23235
(Address of principal executive offices)		(Zip Code)

(804) 379-1090

(Registrant’s telephone number, including area code)

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 15, 2026, Indivior Pharmaceuticals, Inc. (“Indivior”) held a special meeting of its stockholders (the “Indivior Special Meeting”). At the close of business on September 4, 2026, the record date for the Indivior Special Meeting, there were 118,031,934 shares of Indivior common stock (“Indivior Shares”) outstanding and entitled to vote at the Indivior Special Meeting, of which 91,206,182 Indivior Shares were present in person or represented by proxy at the Indivior Special Meeting, representing 77.27% of Indivior Shares outstanding and entitled to vote, which constituted a quorum to conduct business at the Indivior Special Meeting. At the Indivior Special Meeting, Indivior’s stockholders approved the proposal described below and which is described in greater detail in Indivior’s definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission on September 11, 2026. Stockholder action on a second proposal, to approve one or more adjournments of the Indivior Special Meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies in favor of the Indivior Share Issuance Proposal (as defined below) if there are insufficient votes at the time of such adjournment to approve such proposal, was not required and no vote was taken on that proposal.

The final voting results with respect to the proposal considered and voted upon at the Indivior Special Meeting are set forth below.

Proposal 1: Indivior Share Issuance. To approve the issuance of the Indivior Shares in connection with the Merger as contemplated by the Merger Agreement, including for purposes of complying with the applicable provisions of Nasdaq Rule 5635 (the “Indivior Share Issuance Proposal”).

For		Against		Abstain		Broker Non-Vote
85,455,705		5,563,744		186,733		N/A

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:  October 15, 2026		By:	/s/ Ryan Preblick
		Name:	Ryan Preblick
		Title:	Chief Financial Officer

Filing Exhibits & Attachments

3 documents

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