Two Seas Capital Reports $84M+ in Indivior Holdings; UBS Credit Facility Used

Rhea-AI Filing Summary

Two Seas Capital (and related persons) reported beneficial ownership of 10,329,152 Ordinary Shares of Indivior plc, representing approximately 8.3% of the company's outstanding shares. These shares are held directly by two funds (the "Litigation Fund" and the "Global Fund") and TSC has sole voting and investment power over the securities pursuant to Investment Management Agreements. Aggregate purchase prices disclosed are approximately $38,987,296 for 6,311,887 shares held by the Litigation Fund and $45,107,871 for 4,017,265 shares held by the Global Fund. The Litigation Fund purchases were financed in part by a Credit Facility provided by UBS AG, London Branch. The filing also notes the Global Fund no longer holds any cash-settled swap positions.

Insights

Securities Analyst

TL;DR: A 8.3% disclosed stake is material and could influence market attention; financed positions include a UBS credit facility.

The Reporting Persons disclose beneficial ownership of 10,329,152 Ordinary Shares (8.3%), held directly by two funds. The Litigation Fund's 6,311,887 shares had an aggregate purchase price of about $38.99 million and were financed partly via a UBS Credit Facility, per the filing. The Global Fund's 4,017,265 shares had an aggregate purchase price of about $45.11 million and the filing states the Global Fund no longer maintains cash-settled swap positions. TSC has sole voting and investment power under its Investment Management Agreements, while the Funds disclaim direct beneficial ownership due to those agreements. For investors, this filing is material because an >5% position typically attracts governance and strategic scrutiny; the disclosed leverage via a credit facility is also relevant to stake stability under market stress.

Corporate Governance Expert

TL;DR: 8.3% ownership with delegated voting to TSC raises governance and engagement considerations for INDV.

The report clarifies that while the Funds directly hold the shares, voting and investment authority is delegated to Two Seas Capital under Investment Management Agreements. That delegation means TSC, its GP, and the named individual may be viewed as the active decision-makers for these shares. The aggregate position size (10.3 million shares) is large enough to be of interest to company boards and other shareholders, particularly given public disclosure and repeated amendments to the Schedule 13D. The filing does not disclose any proposals or plans affecting Indivior's board, operations, or capital structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

09/03/2025

(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 10,329,152.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,329,152.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,329,152.00

12

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

13

Percent of class represented by amount in Row (11)

8.3 %

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 10,329,152.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,329,152.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,329,152.00

12

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

13

Percent of class represented by amount in Row (11)

8.3 %

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 10,329,152.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,329,152.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,329,152.00

12

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

13

Percent of class represented by amount in Row (11)

8.3 %

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. 10 ("Amendment No. 10") 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, and Amendment No. 9 filed on July 29, 2025. This Amendment No. 10 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 6,311,887 Ordinary Shares directly held by the Litigation Fund reported herein was approximately $38,987,296. The aggregate purchase price of the 4,017,265 Ordinary Shares directly held by the Global Fund reported herein was approximately $45,107,871. 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 10,329,152 Ordinary Shares of the Issuer, which represents approximately 8.3% of the Ordinary Shares outstanding, based on 124,769,820 Ordinary Shares of the Issuer outstanding as of July 1, 2025, based on information disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025. 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 no longer has any cash-settled swaps positions.
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:	09/05/2025

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	09/05/2025

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	09/05/2025

FAQ

How many Indivior (INDV) shares does Two Seas Capital report owning?

The Reporting Persons disclose beneficial ownership of 10,329,152 Ordinary Shares, equal to ~8.3% of Indivior's outstanding shares.

What were the aggregate purchase prices disclosed for the shares?

The Litigation Fund's 6,311,887 shares had an aggregate purchase price of approximately $38,987,296; the Global Fund's 4,017,265 shares had an aggregate purchase price of approximately $45,107,871.

How were the Litigation Fund purchases financed?

The Litigation Fund's purchases were made with working capital and proceeds from a Credit Facility provided by UBS AG, London Branch (Credit Facility Agreement and subsequent amendments referenced).

Does Two Seas Capital directly control the voting of these shares?

Yes. The Funds have delegated sole voting and investment power over the securities to Two Seas Capital under their Investment Management Agreements.

Did the Global Fund maintain cash-settled swap positions related to Indivior?

The filing states the Global Fund no longer has any cash-settled swaps positions.