Indivior Pharmaceuticals Inc. 8-K Filings

Indivior Pharmaceuticals, Inc. reported strong results for the quarter ended June 30, 2026, with total net revenue of $343 million, up 14% year over year, and record total SUBLOCADE net revenue of $253 million, up 21%. GAAP net income reached a record $122 million, while non-GAAP net income was $142 million.

Adjusted EBITDA rose to a record $186 million, up 111% year over year, with an adjusted EBITDA margin of 54% versus 29% a year earlier, reflecting higher SUBLOCADE volumes and lower non-GAAP operating expenses. US SUBLOCADE demand remained robust, with strong dispense unit growth and an estimated 76% share of the US long-acting injectable category.

Management raised full-year 2026 guidance, now expecting total net revenue of $1,295–$1,365 million, total SUBLOCADE net revenue of $1,010–$1,050 million, and adjusted EBITDA of $700–$740 million, with non-GAAP operating expenses unchanged at $430–$450 million. The company repurchased approximately 4.7 million shares in the quarter for $175 million and highlighted an expected ~$420 million of 2026 cash flow from operations, while continuing to pursue a proposed merger with Supernus expected in the fourth quarter.

Indivior Pharmaceuticals, Inc. and Supernus Pharmaceuticals, Inc. have agreed to a tax-free, all-stock merger of equals to create a diversified CNS biopharmaceutical company with approximately $2.2 billion in combined annual revenues. Each Supernus share will be converted into 1.5401 Indivior shares, and the combined company will be renamed Supernus, Inc. and listed on Nasdaq under the ticker “SUPN.”

Before closing, Indivior will declare a one-time special cash dividend totaling $1.0 billion to its stockholders, funded by a committed $650 million senior secured term loan from Citibank, N.A. and existing cash. After completion, Indivior stockholders are expected to own about 56.5% of the combined company and Supernus stockholders about 43.5%. The companies target $125 million in expected annual cost synergies and anticipate closing in the fourth quarter of 2026, subject to stockholder approvals, regulatory clearances including Hart-Scott-Rodino, Nasdaq listing approval, effectiveness of a Form S-4 registration statement, and customary conditions. Mutual voting agreements support the necessary approvals, and termination fees of $174.0 million (payable by Indivior) and $101.0 million (payable by Supernus) apply in specified circumstances.

Indivior Pharmaceuticals, Inc. filed an update on management and shareholder voting. Effective June 1, 2026, the company will eliminate the Chief Scientific Officer role. Dr. Christian Heidbreder will move to an advisory role through the end of 2026, with his December 31, 2026 termination treated as a termination without cause under his employment agreement.

The filing also reports results of the May 13, 2026 virtual annual shareholder meeting. Stockholders elected eight directors, approved executive compensation on an advisory basis, chose an annual “say‑on‑pay” vote schedule, and ratified PricewaterhouseCoopers LLP US as independent auditor for the fiscal year ending December 31, 2026.

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.

Indivior Pharmaceuticals, Inc. reported strong Q1 2026 results and raised its full-year 2026 outlook. Total net revenue rose to $317 million, up 19% year over year, driven by SUBLOCADE, which generated $232 million in net revenue, up 32%.

GAAP net income increased to $89 million from $47 million, with diluted EPS of $0.69. Non-GAAP net income was $123 million, and record quarterly Adjusted EBITDA reached $164 million, up 112%, for a 52% margin.

For 2026, the company now guides total net revenue to $1.215–$1.285 billion and SUBLOCADE net revenue to $950–$990 million, with Adjusted EBITDA of $620–$660 million and non-GAAP operating expenses of $430–$450 million. Indivior issued $500 million of convertible senior notes, repaid $333 million of term debt, and repurchased about $125 million of shares (~4 million), leaving $275 million on its authorization.

Indivior Pharmaceuticals, Inc. issued $500,000,000 of 0.625% Convertible Senior Notes due 2031. The Notes bear 0.625% interest, payable semi-annually, and mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

Before December 16, 2030, holders may convert only upon certain events; afterward they may convert at any time until shortly before maturity. The company may settle conversions in cash and, if applicable, common stock. The initial conversion rate is 24.0033 shares per $1,000 principal amount, with customary anti-dilution adjustments and potential “make-whole” increases after specified corporate events.

The Notes are senior, unsecured obligations with standard events of default and conditional redemption and fundamental change repurchase features. A portion of the proceeds was used to prepay all outstanding principal, interest and fees under a prior Note Purchase Agreement, which was terminated on March 17, 2026. Initially, up to 16,202,200 shares of common stock may be issuable upon conversion based on an initial maximum conversion rate of 32.4044 shares per $1,000 principal amount.

Indivior Pharmaceuticals, Inc. reported that it has priced an offering of 0.625% convertible senior notes due 2031. These notes are a form of debt that can be converted into shares of Indivior’s common stock under specified conditions.

The company furnished a press release dated March 12, 2026 as Exhibit 99.1, providing additional details on the note offering. The filing clarifies that neither this report nor the press release is an offer to sell or a solicitation to buy the notes or any related common stock.

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.

Indivior Pharmaceuticals, Inc. reported a strong fourth quarter and full-year 2025, driven by its long-acting opioid use disorder treatment SUBLOCADE. 2025 net revenue reached $1,239 million, up from $1,188 million, with total SUBLOCADE net revenue rising to $856 million from $756 million.

GAAP net income improved sharply to $210 million from $7 million, while non-GAAP net income increased to $320 million. Adjusted EBITDA grew to $428 million from $358 million, lifting the adjusted EBITDA margin to 35%. The company highlighted cost reductions and a simplified operating model following its U.S. domestication completed in January 2026.

For 2026, Indivior guides total net revenue of $1,125–$1,195 million and SUBLOCADE net revenue of $905–$945 million, with non-GAAP operating expenses of $430–$450 million and adjusted EBITDA of $535–$575 million. It expects about $300 million in cash flow from operations and has authorized a new $400 million share repurchase program while maintaining a low leverage ratio of 0.7x.

Indivior Pharmaceuticals, Inc., a new Delaware corporation, has completed a U.S. domestication in which it became the ultimate parent of Indivior PLC and its subsidiaries through a court-approved scheme of arrangement. Each Indivior PLC ordinary share was cancelled and replaced on a one-for-one basis with Indivior Pharmaceuticals common stock, par value $0.001 per share. Indivior PLC ordinary shares ceased trading on Nasdaq, and Indivior Pharmaceuticals common stock now trades on the Nasdaq Global Select Market under the same symbol, INDV, with CUSIP 45579U109.

The company amended an existing note purchase agreement so financial reporting is now provided by Indivior Pharmaceuticals, and authorized indemnification agreements for its directors and executive officers to the fullest extent permitted under Delaware law. The same directors and executive officers continue in their roles, and existing equity plans were assumed and amended so awards will settle in Indivior Pharmaceuticals common stock.

Indivior Pharmaceuticals also adopted a new 2026 Omnibus Equity Incentive Plan reserving up to 17,500,000 shares, subject to recycling of forfeited awards, as well as a detailed non‑employee director compensation policy that combines cash retainers with annual and one‑time restricted stock unit awards.

Indivior PLC filed a current report stating that on January 8, 2026 it issued a press release providing its financial guidance for 2026 and updated its corporate presentation. These materials are being made available to investors as supplemental information.

The 2026 financial guidance press release is included as Exhibit 99.1 and the updated corporate presentation is included as Exhibit 99.2 to the report, giving the market more detail on Indivior’s expected performance and strategic messaging for the year.

Indivior PLC reported changes to executive compensation. On December 12, 2025, the Board of Directors approved base salary increases for two executive officers, effective January 1, 2026. The Chief Executive Officer, Joseph Ciaffoni, will have his annual base salary increased from $1,050,000 to $1,115,000. The Chief Financial Officer, Ryan Preblick, will have his annual base salary increased from $559,000 to $604,000. The Board made these changes after reviewing competitive market data and considering recommendations from the Compensation Committee and its compensation consultant.

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.

Indivior PLC reported that it has fulfilled all remaining obligations under its Resolution Agreement with the U.S. Department of Justice and the U.S. Attorney’s Office for the Western District of Virginia. After these obligations were satisfied, the Resolution Agreement terminated on November 20, 2025. The company also issued a press release on the same date announcing payment of the remaining amounts owed to the DOJ, which is included as an exhibit to this report. This marks the formal conclusion of that material agreement with U.S. authorities.

Indivior PLC announced it has mailed and published a scheme circular for an Extraordinary General Meeting on December 11, 2025. Shareholders will vote on the proposed re‑domestication of the company from the U.K. to Delaware. The scheme circular is furnished as Exhibit 99.1.

Indivior PLC announced an enterprise-wide restructuring under its Indivior Action Agenda to simplify operations and focus on growth drivers. The company expects to realize at least $150 million in annual operating expense savings beginning in 2026 and to enter Phase II — Accelerate — with immediate accretion to the bottom line starting January 2026.

Actions include headcount reductions, R&D facility closures, discontinuing sales and marketing support for OPVEE, and optimizing the Rest of World footprint by exiting several non-U.S. markets while retaining Canada, Australia, France and sales in Germany, which represent 77% of forecasted ROW net revenue and 94% of forecasted ROW adjusted EBITDA. Indivior expects total pre-tax restructuring charges of approximately $105 to $130 million, including $73 to $92 million of cash costs. In Q3 2025, $65 million was recognized and adjusted from non-GAAP results. Itemized estimates include severance of $33 to $37 million, real estate of $15 to $21 million, asset impairments of $21 to $27 million, contract terminations of $25 to $28 million, and $11 to $17 million for consulting, legal, and tax planning.

Indivior PLC furnished materials related to its latest results. The company issued a press release reporting financial results for the period ended September 30, 2025 and made accompanying presentation materials available on its website.

The press release was furnished as Exhibit 99.1, presentation materials as Exhibit 99.2, and an updated corporate presentation as Exhibit 99.3. The filing is signed by Chief Financial Officer Ryan Preblick.

Indivior PLC filed a report describing a press release issued on October 1, 2025 announcing its intent to redomicile from England and Wales to Delaware. The company explains that completing this move would require court approval in the U.K. and approval from its shareholders, and notes that timing, execution of its cost and capital reduction initiatives, and actions of third parties could all affect the outcome. Indivior characterizes these statements about redomiciling, potential timing, and potential benefits as forward-looking and highlights that actual results could differ materially due to various risks and uncertainties described in its recent Annual Report and Quarterly Reports filed with the SEC.

Indivior PLC announced a three-phase operational plan—the Indivior Action Agenda—focused on generating momentum through 2025 by growing SUBLOCADE in the U.S., simplifying the organization, and accelerating long-acting injectable penetration and SUBLOCADE net revenue thereafter. On August 26, 2025 the company began Phase 1 initiatives that include headcount reductions, real estate consolidations, and consulting, legal, and tax planning. Indivior estimates $39–$50 million of pre-tax restructuring charges (about $27–$35 million cash) to be recognized in Q3 and Q4 2025 and says it will exclude these charges from non-GAAP measures. The company is also exploring strategic alternatives for OPVEE and its non-U.S. business; further one-time costs and savings could result. Estimates are subject to change based on assumptions and execution.

Indivior PLC announced it entered into a new U.S.-style Employment Agreement and a Confidentiality, Proprietary Rights and Non-Competition Agreement with its Chief Financial Officer, Ryan Preblick, replacing his prior 2020 agreement. The company states there were no changes to his compensation, responsibilities, or title. The agreement specifies an annual base salary of $558,819, an annual cash bonus opportunity targeted at 60% of base salary (with a maximum opportunity of 120%), and potential long-term incentive awards with a grant-date value anticipated at 400% of base salary, subject to the Compensation Committee's discretion. The full agreements are filed as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference.

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.