Indivior (NASDAQ: INDV) wins shareholder approval for restructuring scheme

Rhea-AI Filing Summary

Indivior PLC obtained strong shareholder approval for a scheme of arrangement and amended and restated articles of association that reshape its corporate structure. A new Article 136 ensures that any ordinary shares issued after the Amended Articles take effect but before the Scheme Record Time are automatically subject to the scheme, so all Indivior PLC shareholders will become shareholders of Indivior Pharmaceuticals, Inc. and Indivior PLC will become its wholly-owned subsidiary.

At a Court Meeting, 15 shareholders voted for the scheme and 2 against, with 94,968,161 votes for and 46,544 against, exceeding the English law requirement of a majority in number representing not less than seventy-five percent in value of shares present and voting. At an Extraordinary General Meeting, shareholders passed six related special resolutions, including authorising directors to implement the scheme, reducing share capital, issuing New Indivior Shares, amending articles, re-registering the company as a private company limited by shares, and adopting post-scheme articles. Completion of the scheme still depends on sanction by the High Court of Justice, with a hearing expected on January 22, 2026, and completion is expected later in January 2026.

Insights

Corporate governance and restructuring analyst

Indivior shareholders backed all key steps for a holding-structure scheme, but High Court sanction on January 22, 2026 is still needed.

Indivior PLC secured shareholder approval for a scheme of arrangement under English law that would result in all current shareholders becoming shareholders of Indivior Pharmaceuticals, Inc., with Indivior PLC turning into its wholly-owned subsidiary. A new Article 136 in the Amended Articles brings any ordinary shares issued between the article’s effectiveness and the Scheme Record Time under the same scheme terms, preventing any interim share issuances from sitting outside the transaction.

Support levels were high. At the Court Meeting, the scheme passed the statutory test of a majority in number representing not less than seventy-five percent in value of shares present and voting, with 94,968,161 votes for and 46,544 against. At the Extraordinary General Meeting, six special resolutions linked to implementing the scheme—including authorising directors to act, reducing capital, issuing New Indivior Shares, re-registering as a private company limited by shares, and adopting post-scheme articles—each passed on a poll with substantial majorities.

Despite these approvals, the restructuring is not yet complete. The scheme remains conditional on sanction by the High Court of Justice in England and Wales, with a hearing expected on January 22, 2026 and completion expected later in January 2026. Until court sanction and completion, Indivior PLC’s existing status and listing framework continue unchanged, and subsequent company communications will determine when the new structure formally takes effect.

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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): December 11, 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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2025 shareholders of Indivior PLC (the "Company" or the "Registrant") approved amended and restated articles of association (the “Amended Articles”). The amendments introduced a new Article 136 for the purpose of facilitating the scheme of arrangement as set out in the shareholder circular published on November 14, 2025 (the “Scheme of Arrangement”). Pursuant to the new Article 136, any ordinary shares allotted and issued after the Amended Articles take effect but before the Scheme Record Time (as defined in the Amended Articles) are subject to the terms of the Scheme of Arrangement, and the holders of such shares are bound by the terms of the Scheme of Arrangement accordingly. This ensures that all Indivior PLC shareholders become shareholders of Indivior Pharmaceuticals, Inc. and that Indivior PLC becomes a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., in each case through operation of the Scheme of Arrangement and despite any interim issues of shares in Indivior PLC that might occur prior to completion of the Scheme of Arrangement (expected later in January 2026). The Amended Articles became effective on December 11, 2025. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which are filed as Exhibit 3.1 to this report.

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

On December 11, 2025, two meetings of the Company's shareholders were held in connection with the Scheme of Arrangement and related matters.

Results of the Court Meeting

The first meeting was convened by an order of the High Court of Justice made on November 7, 2025 (the "Court Meeting") to approve the Scheme of Arrangement. Under English law, the statutory majority required to approve the Scheme of Arrangement at the Court Meeting is a majority in number representing not less than seventy-five percent in value of the shares present and voting. The result of the poll taken at the Court Meeting of the Company's shareholders is set out as follows:

1. To approve the Scheme of Arrangement at the Court Meeting.

Number of Shareholders Voting For			Number of Shareholders Voting Against			Withheld			Abstentions and Broker Non-Votes
15			2			0			0

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
94,968,161			46,544			0			0

Accordingly, the resolution approving the Scheme of Arrangement at the Court Meeting was passed by a majority in number representing not less than seventy-five per cent by number of votes of those present and voting at the Court Meeting (in person or by proxy).

Results of the Extraordinary General Meeting

The second meeting was a general meeting of the Company (the "Extraordinary General Meeting") to approve certain matters related to the Scheme of Arrangement. The total number of votes cast in respect of each resolution is set forth below. The full text of each resolution was contained in the Notice of Extraordinary General Meeting.

1. To authorise the Directors to take all necessary action to give effect to the Scheme of Arrangement.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
79,657,867			19,200			10,645			*

2. To authorise the reduction of share capital.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
79,648,083			24,302			15,327			*

3. To authorise (a) the paying up, allotment and issuance of New Indivior Shares, and (b) the Directors to allot such New Indivior Shares.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
78,547,077			1,126,760			13,875			*

4. To authorise the amendment to the articles of association.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
79,653,740			22,803			11,169			*

5. To authorise the re-registration of the Company as a private company limited by shares.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
79,657,070			26,320			4,322			*

6. To authorise the adoption of the Post-Scheme Articles of Association.

Votes For			Votes Against			Withheld			Abstentions and Broker Non-Votes
79,655,893			20,231			11,588			*

* There were 15,326,993 shares voted at the Court Meeting which did not vote at the Extraordinary General Meeting. These were not broker non-votes, and under English law, these are not considered abstentions.

Shareholders passed each of the special resolutions by the requisite majorities on a poll.

Completion of the Scheme of Arrangement remains subject to the sanction of the High Court of Justice in England and Wales, the hearing in respect of which is expected to take place on January 22, 2026.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.						Description
3.1						Amended and Restated Articles of Association of Indivior PLC effective December 11, 2025.
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 PLC
Date: December 15, 2025			By:			/s/ Ryan Preblick
						Name: Ryan Preblick
						Title: Chief Financial Officer

FAQ

What did Indivior (INDV) shareholders approve on December 11, 2025?

On December 11, 2025, Indivior PLC shareholders approved amended and restated articles of association, including a new Article 136, and backed a scheme of arrangement under which all Indivior PLC shareholders will become shareholders of Indivior Pharmaceuticals, Inc. and Indivior PLC will become its wholly-owned subsidiary.

How did Indivior (INDV) shareholders vote on the scheme of arrangement at the Court Meeting?

At the Court Meeting convened by the High Court, 15 shareholders voted for the scheme and 2 voted against. On a share count basis, there were 94,968,161 votes for and 46,544 votes against, satisfying the English law requirement of a majority in number representing not less than seventy-five percent in value of the shares present and voting.

What resolutions related to the scheme passed at Indivior’s Extraordinary General Meeting?

At the Extraordinary General Meeting, shareholders passed six poll-based special resolutions: authorising directors to take all necessary action to give effect to the scheme, authorising a reduction of share capital, authorising paying up, allotment and issuance of New Indivior Shares and director authority to allot them, authorising amendments to the articles of association, authorising re-registration of the company as a private company limited by shares, and authorising adoption of the Post-Scheme Articles of Association.

What is the purpose of Indivior’s new Article 136 in the Amended Articles?

The new Article 136 is designed to facilitate the scheme of arrangement by providing that any ordinary shares allotted and issued after the Amended Articles take effect but before the Scheme Record Time are subject to the scheme’s terms. This means holders of those shares are bound by the scheme so that all Indivior PLC shareholders participate and become shareholders of Indivior Pharmaceuticals, Inc.

Is Indivior’s scheme of arrangement already effective and complete?

No. While shareholders have approved the scheme and related resolutions, completion remains subject to sanction by the High Court of Justice in England and Wales. The court hearing is expected to take place on January 22, 2026, and completion of the scheme is expected later in January 2026.

When did Indivior’s Amended Articles of Association take effect?

The Amended and Restated Articles of Association of Indivior PLC, which include the new Article 136, became effective on December 11, 2025. The full text is provided as Exhibit 3.1 to the report.