[SCHEDULE 13D/A] Indivior PLC SEC Filing

Rhea-AI Filing Summary

H1-25 results: Barclays reported income of £14.9bn (+12% YoY) and profit before tax of £5.2bn (+23%). Attributable profit rose 26% to £3.5bn, lifting EPS to 24.7p (18.6p). RoTE reached 13.2% versus 11.1%, while the cost-income ratio improved to 58% from 62%. Loan-loss rate edged up to 52 bps but stayed within the 50-60 bps target range.

Q2-25 snapshot: income £7.2bn (+14%), PBT £2.5bn (+28%), RoTE 12.3%; every division delivered double-digit returns.

Capital & liquidity: CET1 strengthened to 14.0% (13.6% Dec-24); TNAV per share increased to 384p; liquidity coverage ratio stood at 177.7% and UK leverage at 5.0%.

Shareholder returns: Board declared a 3.0p interim dividend and launched a new £1bn buyback, bringing H1 distributions to £1.4bn (+21% YoY).

Execution of three-year plan: £17bn of targeted £30bn UK RWA growth achieved, two-thirds of £2bn gross cost saves realised; FY25 guidance (RoTE c.11%, cost-income c.61%, CET1 13-14%) unchanged.

Other events: German consumer finance sale added ~10 bps to CET1; FCA AML settlements total £48m; Tesco Bank acquisition continues to support revenue and cost base.

Positive

• Income and PBT up 12-23% YoY, demonstrating strong operating momentum
• RoTE improved to 13.2%, exceeding FY25 target of ~11% midway through year
• CET1 ratio 14.0%, giving room for a £1bn share buyback and 3.0p dividend
• Cost-income ratio fell to 58%; £350m savings achieved toward £500m FY goal
• All business units recorded double-digit RoTE, indicating balanced franchise strength

Negative

• Loan-loss rate rose to 52 bps vs 45 bps YoY, highlighting credit cost pressure
• Regulatory settlements with FCA total £48m for AML deficiencies
• Operating expenses up 5% YoY due to inflation, integration of Tesco Bank and staff grants
• US Consumer Bank RoTE remains low at 7.3% with high 523 bps loss rate

Insights

Equity Analyst

TL;DR — Solid beat on income & capital, enhanced buyback supports equity story.

Top-line growth of 12% and CET1 at 14% deliver positive operating leverage, allowing a 21% larger capital return package. All major divisions generated double-digit RoTE, underlining business mix resilience. Cost control is on track with £350m saved, and guidance is reiterated, giving credibility to the 2024-26 strategic plan. Upside stems from continued markets strength and rising structural hedge income. Risks are higher impairments (LLR 52 bps) and regulatory fines, but these look manageable relative to earnings power. Net: results are equity-positive.

Credit/Risk Analyst

TL;DR — Capital buffer widened; credit costs rising but still contained.

CET1 ratio rose 40 bps QoQ to 14.0%, comfortably above the 13-14% target even after reserving for the new buyback. Liquidity metrics (LCR 178%, NSFR 136%) remain robust. Impairments increased to £1.1bn, mainly Tesco Bank consolidation and US macro overlays; yet coverage stays flat at 1.2% and arrears trends are stable. FCA AML settlements (£48m) are modest. Overall credit profile supportive; outlook neutral-to-positive barring a sharp macro downturn.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

INDIVIOR PLC

(Name of Issuer)

Ordinary Shares, $0.50 nominal value per share

(Title of Class of Securities)

G4766E116

(CUSIP Number)

Lawrence V. Palermo
Two Seas Capital LP, 32 Elm Place, 3rd Floor
Rye, NY, 10580
(646) 420-4504

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G4766E116

1

Name of reporting person

Two Seas Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,662,308.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,662,308.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,662,308.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. G4766E116

1

Name of reporting person

Two Seas Capital GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,662,308.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,662,308.00
10	Shared Dispositive Power

11

Aggregate amount beneficially owned by each reporting person

11,662,308.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. G4766E116

1

Name of reporting person

Sina Toussi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,662,308.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 11,662,308.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

11,662,308.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.3 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $0.50 nominal value per share
(b)	Name of Issuer: INDIVIOR PLC
(c)	Address of Issuer's Principal Executive Offices: 10710 Midiothian Turnpike, Suite 125, North Chesterfield, VIRGINIA , 23235.
Item 1 Comment: The following constitutes Amendment No. 9 ("Amendment No. 9") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Two Seas Capital LP ("TSC"), Two Seas Capital GP LLC ("TSC GP") and Sina Toussi (collectively, the "Reporting Persons") on October 2, 2023, as amended by Amendment No. 1 filed on March 29, 2024, Amendment No. 2 filed on June 21, 2024, Amendment No. 3 filed on October 17, 2024, Amendment No. 4 filed on January 17, 2025, Amendment No. 5 filed on March 4, 2025, Amendment No. 6 filed on May 22, 2025, Amendment No. 7 filed on June 18, 2025, and Amendment No. 8 filed on July 14, 2025. This Amendment No. 9 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 6,574,775 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $40,957,997. The aggregate purchase price of the 5,087,533 Ordinary Shares directly held by the Global Fund reported herein was approximately $58,165,100. The Ordinary Shares directly held by the Funds were purchased with the working capital of the Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) and proceeds from the Credit Facility for the Litigation Fund, provided by UBS AG, London Branch, pursuant to the Credit Facility Agreement, by and between, the Litigation Fund, as Borrower, and UBS, acting as Lender, dated June 16, 2022, as amended and restated on September 22, 2022, on April 5, 2023, and on June 19, 2023, as amended on December 20, 2023, as amended and restated by the Fifth Amendment Agreement dated June 20, 2024, and as amended and restated on December 20, 2024, by the Sixth Amendment Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	Each of the Reporting Persons may be deemed to beneficially own 11,662,308 Ordinary Shares of the Issuer, which represents approximately 9.3% of the Ordinary Shares outstanding, based on 124,769,820 Ordinary Shares of the Issuer outstanding as of July 1, 2025, based on information publicly disclosed by the Issuer. The Funds have delegated to TSC sole voting and investment power over the securities held by the Funds pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the Ordinary Shares directly held by the Funds. The Funds specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. The information in Item 3 regarding the number of Ordinary Shares held by the Funds is incorporated herein by reference.
(b)	Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	Except as previously disclosed in this Schedule 13D, as amended, transactions by the Reporting Persons (on behalf of the Funds) effected during the past 60 days are set forth in Exhibit 99.1 and such information is incorporated herein by reference.
(d)	The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. All securities reported in this Schedule 13D are directly held by the Funds, each of which are investment management clients of TSC. The limited partners of (or investors in) each of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares held for the accounts of their respective Funds in accordance with their respective limited partnership interests (or investment percentages) in their respective Funds.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The Global Fund has entered into cash-settled swaps which represent economic exposure comparable to a notional interest in 110,683 Ordinary Shares (representing economic exposure comparable to approximately 0.1% of the outstanding Ordinary Shares) with Jefferies Financial Products, LLC. Under the terms of the swaps, (i) the Global Fund will be obligated to pay to the counterparty any negative price performance of the specified notional number of Ordinary Shares subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Global Fund any positive price performance of the specified notional number of Ordinary Shares subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The swaps do not give the Reporting Persons or Funds direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Ordinary Shares that may be referenced in the swap contracts or Ordinary Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
Item 7.	Material to be Filed as Exhibits.
	99.1 Transactions Effected by the Reporting Persons (on Behalf of the Funds) During the Past 60 Days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Two Seas Capital LP

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member of Two Seas Capital GP LLC, its general partner
Date:	07/29/2025

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	07/29/2025

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	07/29/2025

FAQ

How much is Barclays (BCS) returning to shareholders for H1-25?

The bank announced a £1 bn share buyback and a 3.0p interim dividend, totalling £1.4 bn in capital distributions, up 21% YoY.

What was Barclays’ H1-25 profit before tax?

Profit before tax reached £5.2 bn, a 23% increase versus H1-24.

Did Barclays’ capital ratio improve?

Yes, the CET1 ratio increased to 14.0% from 13.6% at December 2024, even before accounting for the new buyback.

Why did credit impairments rise?

Higher charges (£1.1 bn) reflect the Tesco Bank acquisition and overlays for US macro uncertainty, lifting the loan-loss rate to 52 bps.

What guidance has Barclays given for FY-25?

Management keeps targets of RoTE ~11%, cost-income ~61%, NII >£12.5 bn (ex-IB & HO) and CET1 13-14%.

How did each division perform in Q2-25?

All divisions posted double-digit RoTE; Investment Bank income +10%, UK Corporate Bank income +17%, and Barclays UK income +12% YoY.