What share purchase arrangements did INDV implement for its non-executive directors in June 2025?

On June 20, 2025, INDV's U.S.-based non-executive directors (Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon) entered into a Purchase Plan with J.P. Morgan Securities LLC. The plan allows directors to defer approximately 70% of their after-tax base retainer fee into Company shares (80% for Dr. Wheadon), with purchases made quarterly. All shares are subject to a one-year holding period.

Indivior Board Shows Confidence: Directors Commit to Regular Share Purchases

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Indivior announced two significant board-related developments in this 8-K filing. Stuart A. (Tony) Kingsley has been appointed as a non-executive director effective July 1, 2025. His appointment aligns with the Amended and Restated Relationship Agreement with Oaktree Value Opportunities Fund and related entities.

The company also disclosed new director equity arrangements:

Five U.S.-based non-executive directors (Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon) entered into a Purchase Plan with J.P. Morgan Securities for quarterly stock purchases
The plan allows directors to defer approximately 70-80% of their after-tax base retainer into company shares
U.K.-based director Juliet Thompson and related party Timothy Thompson purchased 1,925 and 3,850 Ordinary Shares respectively, with company reimbursement planned over the next year

These arrangements demonstrate a strategic move to increase share ownership among non-executive directors, aligning with the 2025 Directors' Remuneration Policy approved by shareholders.

Positive

Appointment of experienced director Tony Kingsley to the Board effective July 1, 2025, strengthening corporate governance
Implementation of new director equity purchase program showing alignment with shareholder interests - NEDs to defer ~70-80% of after-tax base retainer into company shares
Demonstrated insider confidence through share purchases - UK director Juliet Thompson and associated person acquired 5,775 total ordinary shares

Negative

Significant portion of director compensation being shifted to equity-based payment could increase share dilution
The company is incurring additional expenses by reimbursing director share purchases under the new remuneration policy

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

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Accepted by SEC EDGAR 06/24/2025 - 04:52 PM

FAQ

Who is the new director appointed to INDV's Board in June 2025?

Stuart A. (Tony) Kingsley was appointed as a non-executive director of Indivior PLC, effective July 1, 2025. His appointment is consistent with the Amended and Restated Relationship Agreement with Oaktree Value Opportunities Fund and related entities made March 3, 2025.

What compensation will INDV's new director Tony Kingsley receive?

Tony Kingsley will be compensated consistent with all other non-executive directors according to INDV's 2025 Directors' Remuneration Policy, which was approved at the Annual General Meeting on May 8, 2025. The specific details of the compensation are available in Appendix 1 of the Company's Notice of Annual General Meeting dated March 27, 2025.

How many shares did INDV director Juliet Thompson acquire in June 2025?

Juliet Thompson, a U.K.-based non-executive director, purchased 1,925 Ordinary Shares on June 11, 2025. Additionally, Timothy Thompson, a person closely associated with her, purchased 3,850 Ordinary Shares. Following these transactions, Juliet Thompson has a total interest in 9,625 Ordinary Shares of INDV.

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): June 20, 2025

INDIVIOR PLC

(Exact name of registrant as specified in its charter)


England and Wales	001-37835	98-1204773
(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: 804-379-1040


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

Ordinary shares, $0.50 nominal value per share

INDV

The Nasdaq Stock Market LLC

INDV

London Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Stuart A. (Tony) Kingsley to the Board of Directors

On June 24, 2025, the Board of Directors of Indivior PLC (the “Company” or “Indivior”) announced that it appointed Stuart A. (Tony) Kingsley as a non-executive director effective July 1, 2025. The Company expects to appoint Mr. Kingsley to board committees at a later date.

Mr. Kingsley was selected by the Company to become a member of the Board of Directors with the assistance of a national search firm. Mr. Kingsley's appointment is consistent with Section 3.1.3 of the Amended and Restated Relationship Agreement between the Company and Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P. and Boston Patriot Arlington ST LLC made March 3, 2025, and there are no arrangements or understandings between Mr. Kingsley and any other person pursuant to which he was selected as a director.

The Company will compensate Mr. Kingsley for his service as a director consistent with all other non-executive directors and as set forth in the 2025 Directors’ Remuneration Policy, the complete text of which is set forth in Appendix 1 to the Company’s Notice of Annual General Meeting dated March 27, 2025 for the meeting held on May 8, 2025, a copy of which is available in the Investor Relations section of the Company’s website, www.indivior.com.

Mr. Kingsley has no direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Kingsley and any Company director or executive officer.

The Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated by reference in its entirety.

Item 8.01 Other.

Director Equity Arrangements

As contemplated by the Company’s Remuneration Policy approved by shareholders on May 8, 2025, the Company took the following steps to facilitate an increase in the share ownership by its non-executive directors.

Specifically, effective June 20, 2025, each of Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon (collectively, the “NEDs”), being the U.S. based non-executive directors of the Board of Directors, entered into a Purchase Plan with J.P Morgan Securities LLC (“JPMS”), pursuant to which JPMS will make quarterly purchases of the Company’s securities on behalf of each NED (the "Purchase Plan"). The NEDs intend for the Purchase Plan to qualify under SEC Rule 10b5-1. Pursuant to Paragraph 4 of the Purchase Plan, each NED authorizes the Company to make payment to JPMS of the purchase price on their behalf. Shares purchased on behalf of the NEDs will be subject to a one-year holding period.

Indivior PLC entered into a letter agreement with the NEDs on June 20, 2025 pursuant which Indivior will pay JPMS for all stock purchases made under the plan on behalf of the NEDs and represented to the NEDs that the Company was not aware of any material non-public information at the time they entered into the Purchase Plan.

Together, the two agreements allow each NED effectively to defer approximately 70% of their after-tax, base retainer fee for service as a director into Company shares (80% in the case of Dr. Wheadon).

Separately, Juliet Thompson, who is a U.K.-based non-executive director of the Company, and Timothy Thompson, who is a person closely associated with Juliet Thompson, purchased 1,925 and 3,850 Ordinary Shares, respectively, on June 11, 2025. Following this transaction, Ms. Thompson has an interest in 9,625 Ordinary Shares of the Company. The Company will reimburse Ms. Thompson for these purchases pursuant to the 2025 Directors' Remuneration Policy over the course of the next year.

Item 9.01 Exhibits

(d) Exhibits.


Exhibit No.						Description
99.1						Press release issued by Indivior PLC dated June 24, 2025.
99.2†						Purchase Plan among Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, David Wheadon, and J.P. Morgan Securities LLC effective June 20, 2025.
99.3						Letter Agreement among Indivior PLC and Keith Humphreys, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach, and David Wheadon, made as of June 20, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Confidential treatment requested as to certain portions, which portions have been omitted

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 PLC

Date: June 24, 2025	By:	/s/ Jeff Burris
		Name: Jeff Burris
		Title: Chief Legal Officer

Source: View Original Filing on SEC EDGAR