Indivior Pharmaceuticals, Inc.
Loading chart...
Item 1. Business.
Overview
Indivior Pharmaceuticals, Inc. and its subsidiaries (together, "Indivior" or the "Company") is the market leader in long-acting injectable medications for opioid use disorder (OUD). Indivior is focused on delivering evidence-based pharmacotherapies for OUD and is committed to advancing the neurobiological understanding of OUD as a chronic, relapsing, but treatable brain disease. For more than 25 years, Indivior has led innovation in addiction medicine, developing differentiated therapeutic solutions that support long-term patient recovery, expand access to care, and drive sustainable value for patients, healthcare systems and stockholders.
Headquartered in the U.S. in Richmond, Virginia, Indivior and its portfolio of products is available primarily in the U.S. with additional products available in Canada, Australia, France, and Germany.
Our core products include the following approved treatments:
•SUBLOCADE (buprenorphine extended-release monthly injection); and
•SUBOXONE Film (buprenorphine and naloxone sublingual film);
both of which are treatments for OUD. Product availability varies across the countries in which Indivior treatments are available, including in terms of dosage, strength and indication. Our core geographic market (based on the country where the sale originates) is the U.S., which accounted for 85%, 85%, and 83% of net revenues for the years ended December 31, 2025, 2024, and 2023, respectively. In the U.S., we sell only SUBLOCADE and SUBOXONE Film.
Corporate History
Our business was initially developed and managed as a separate division of Reckitt Benckiser Group PLC (“RB” and, together with its subsidiaries, the “RB Group”), a public limited company incorporated under the laws of England and Wales. Indivior PLC was incorporated on September 26, 2014, for the purpose of acquiring the specialty pharmaceutical business unit from RB (the “Demerger”). Following the Demerger, which was effective on December 23, 2014, Indivior PLC operated as a standalone business.
On December 11, 2025, our stockholders approved a plan to change our domicile to the U.S. On January 23, 2026, Indivior Pharmaceuticals, Inc., a corporation formed in Delaware on October 28, 2025 (“Indivior Pharmaceuticals”), became the ultimate parent company of Indivior PLC, a public company limited by shares incorporated under the laws of England and Wales (“Indivior PLC”), and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the “Scheme of Arrangement”) as part of Indivior PLC’s previously announced intention to change its corporate domicile to the United States (the “U.S. Domestication”). Pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior PLC was cancelled. In consideration for this cancellation, each stockholder received one share of common stock, par value $0.001 per share, of Indivior Pharmaceuticals, Inc. for every ordinary share they previously held in Indivior PLC. After the delivery of the order of the High Court of Justice in England and Wales sanctioning the Scheme of Arrangement to the Registrar of Companies in England and Wales, and after the close of market trading on January 23, 2026, the Scheme of Arrangement became effective and binding on all stockholders of Indivior PLC and Indivior PLC became a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., thereby completing the U.S. Domestication. After this order, Indivior PLC became Indivior Limited.
Previously, the ordinary shares of Indivior PLC were listed on the Nasdaq Global Select Market (“Nasdaq”) and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the U.S. Domestication. The issuance of shares of common stock of Indivior Pharmaceuticals, Inc. pursuant to the Scheme of Arrangement was exempt from registration under Section
7
3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). Further, pursuant to Rule 12g-3(a) under the Exchange Act, Indivior Pharmaceuticals, Inc. is the successor issuer to Indivior PLC and Indivior Pharmaceuticals, Inc.'s common stock is therefore deemed to be registered under Section 12(b) of the Exchange Act.
Because the U.S. Domestication was completed after December 31, 2025, the financial statements included herein are those of Indivior PLC. The U.S. Domestication will be accounted for as a common-control transaction in Q1 2026 and the historical financial statements of Indivior PLC will become the historical financial statements of Indivior Pharmaceuticals, Inc. The corporate reorganization will have no impact to historical revenues, expenses, assets, liabilities, or cash flows.
Treatment of OUD
A significant breakthrough in the treatment of OUD occurred in the US during the 1960s with the expansion of methadone treatment and the creation of opioid treatment programs. In 1966, Reckitt & Colman (which would become RB) led the breakthrough discovery of buprenorphine. Throughout the 1970s and 1980s, Reckitt & Colman provided buprenorphine to scientists studying new therapeutic options for OUD. In 1994, a Cooperative Research and Development Agreement (CRADA) was signed between Reckitt & Colman and the U.S. National Institute on Drug Abuse (“NIDA”) to develop a buprenorphine and a buprenorphine/naloxone transmucosal medication for the treatment of OUD. SUBUTEX Tablet (buprenorphine sublingual tablet) was our first approved product specifically indicated for the treatment of OUD. SUBUTEX Tablet first received marketing approval in France in July 1995 and was subsequently launched there in February 1996 by Schering-Plough under license from Reckitt & Colman. Shortly thereafter, SUBUTEX Tablet was approved in additional EU countries. SUBOXONE Tablet (buprenorphine/naloxone sublingual tablet) was approved across the EU by the EMA in September 2006.
Product Development
Launch of SUBUTEX Tablets, SUBOXONE Tablets, and SUBOXONE Film in the U.S.
The FDA approved SUBUTEX Tablet and SUBOXONE Tablet for the treatment of OUD in October 2002 and both products were launched in the U.S. in 2003. Subsequently, in August 2010, the FDA approved SUBOXONE Film (buprenorphine/naloxone sublingual film). We discontinued the U.S. distribution of SUBUTEX Tablets in 2011 and SUBOXONE Tablets in 2013. In 2020, the Company’s U.S. sales force ceased promoting SUBOXONE Film as part of the Resolution Agreement with the Department of Justice (“DOJ”), discussed below, and ceased all detailing of the product in that year, though it remains available for sale.
Launch of SUBLOCADE in the U.S.
The FDA approved SUBLOCADE (buprenorphine extended-release injection for subcutaneous use) in November 2017 and we launched sales of this product in 2018. As the first monthly buprenorphine-based injectable formulation of buprenorphine approved by the FDA for the treatment of moderate to severe OUD, SUBLOCADE became the largest product by net revenue for the Company by the second quarter of 2022.
Product Availability
We distribute SUBLOCADE primarily in the U.S., Australia, and Canada.
We distribute SUBOXONE Film primarily in the U.S., Australia, and Canada.
We distribute SUBUTEX Tablets primarily in Australia, France, and Germany, and continue to distribute SUBOXONE Tablets on a transition basis in a limited number of countries.
Development Pipeline
In addition to our commercially available products, our product pipeline includes two new drug candidates for the treatment of OUD.
8
Agreements with DOJ, FTC and HHS-OIG Regarding Marketing and Promotional Practices
In 2020 the Company and certain of its subsidiaries reached agreements with the DOJ, the U.S. Federal Trade Commission (“FTC”), the U.S. Attorney’s Office for the Western District of Virginia, and U.S. state attorneys general to resolve potential criminal and civil liability arising from an indictment brought in 2019 by a grand jury in the Western District of Virginia, a civil lawsuit in which the DOJ partially intervened and an investigation by the FTC, all of which generally concerned Indivior, Inc. and certain of its subsidiaries’ marketing and promotional practices related to SUBOXONE Film and SUBOXONE Tablet. The 2019 indictment followed a federal criminal grand jury investigation that began in 2013.
As part of the agreement with the DOJ (“Resolution Agreement”), a wholly owned subsidiary of Indivior PLC pleaded guilty to a single count of making false statements relating to healthcare matters in 2012 in violation of 18 U.S.C. Section 1035 related to SUBOXONE Film and was excluded from participating in government healthcare programs. The exclusion did not pertain to the rest of the Company and did not limit access to our medications for patients in the U.S. Under the terms of the agreements, DOJ dismissed all charges in the 2019 indictment against the rest of the Company and its subsidiaries and the Company agreed to make payments to federal and state authorities totaling $600 million. As part of the resolution, the Company and/or Indivior Inc. agreed to significant compliance and reporting obligations under (i) the Resolution Agreement with DOJ, (ii) a Corporate Integrity Agreement (“CIA”) with the U.S. Department of Health and Human Services Office of Inspector General (HHS-OIG”), and (iii) a stipulated injunction with the FTC. We completed our obligations under the CIA in July 2025 and await confirmation from HHS-OIG. The Company satisfied its remaining obligations under the Resolution Agreement in November 2025. The FTC Order expires in November 2030.
2025 Developments
CEO and Executive Transitions
On February 27, 2025, Joseph Ciaffoni was appointed CEO and on May 8, 2025, Mr. Ciaffoni formally succeeded Mark Crossley as CEO of the Company after shareholders approved his appointment. Mr. Ciaffoni also serves on our Board of Directors. In addition:
•In May 2025, the Company hired Patrick Barry as Chief Commercial Officer; and
•In July 2025, the Company hired Vanessa Procter as EVP for Corporate Affairs;
Label Expansion for SUBLOCADE
On February 24, 2025, we announced that the U.S. Food and Drug Administration (FDA) approved label changes in the U.S. for SUBLOCADE including a rapid initiation protocol and alternative injection sites. These FDA label changes can provide important benefits for patients and healthcare providers. Rapid initiation may lessen some of the practical obstacles to treatment induction. Additionally, the ability to select a different injection site may provide patients more flexibility so that they may be inclined to continue their treatment. More options for healthcare providers to administer SUBLOCADE may streamline the course of treatment and improve integration into different healthcare environments. For more information, see "Indivior Products—SUBLOCADE," below.
Cancellation of London Stock Exchange Listing
Effective June 27, 2024, we moved our primary stock exchange listing to Nasdaq from the London Stock Exchange ("LSE"). We continued to have a secondary listing on the LSE where our ordinary shares traded on the Equity Shares (Transition) category until July 24, 2025, after which we cancelled our LSE listing.
Restructuring of Research & Development and Medical Affairs organizations
In August 2025, we announced that we would restructure our Research & Development and Medical Affairs organizations. This included the closure of three related locations.
9
Rest of World Optimization
In October 2025, we announced that we would cease operations and discontinue the sale of our products in several markets, including the U.K., Ireland, Sweden, Israel, Finland, and Italy. Our plan is to maximize the potential of our business in Canada and Australia; to maintain operations in France; and to continue to sell product without local operations in Germany. We will continue to manufacture the active pharmaceutical ingredient at our Fine Chemical Plant in Hull, U.K., and will retain employees in Slough and Hull who support our U.S. business and remaining business outside the U.S.
U.S. Equity Index Inclusion
The Company's shares were included in the U.S. Russell 2000 and 3000 indices on June 30, 2025, and the S&P SmallCap 600 index on December 22, 2025.
Change of Domicile
As noted above, the Company changed its domicile from the U.K. to the U.S. effective after the close of business on January 23, 2026.
Industry Overview
Substance Use and its Impact
The United Nations Office on Drugs and Crime (UNODC) World Drug Report 2025 estimates that 316 million people worldwide used drugs in 2023, marking a 28% increase over the past decade—a rise that exceeds global population growth and signals a higher prevalence of drug use. In the same year, 64 million individuals were living with a substance use disorder (SUD), reflecting a 13% increase over the last 10 years. Opioids remain the deadliest category of drugs, responsible for about two-thirds of drug-related deaths, primarily due to overdoses. Despite this burden, only 1 in 12 people with SUD received any form of treatment in 2023, with access rates even lower in certain regions and among women.
People who use drugs regularly are likely to experience negative health consequences. They are also more at risk of contracting infectious diseases such as HIV and hepatitis C, and to experience overdose and suffer premature death. The association between mental health and SUD also reflects bidirectional risks and vulnerabilities, to the extent that mental health disorders (e.g., depression, anxiety or psychosis) can increase vulnerability to drug use to alleviate symptoms of those disorders, such as dysphoria or emotional distress. At the same time, SUD may increase the risk of developing a mental disorder. There is also an association between SUD and socioeconomic disadvantage, low educational attainment, increased difficulty in finding and remaining in employment, and financial instability and poverty.
The threat SUD poses to global health has long been recognized, and as such strengthening the prevention and treatment is included in the United Nations’ Sustainable Development Goals for 2030.
Substance Use Disorder: The Disease
SUD has been described as a “medical disorder that affects the brain and changes behavior.” Various substances may be involved including alcohol, illicit drugs, prescription medications, and even some over-the-counter medicines.
Loading financial statements...
Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
| Line item |
|---|
| Period ending |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements included in Part I, Item 1 of this quarterly report on Form 10-Q and with our audited consolidated financial statements, including the accompanying notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2025.
As the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, Indivior has revolutionized the science of addiction medicine, developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, Indivior is ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions, and communities – we are powering recovery and renewing hope.
Operating Results
Overview
The Company operates as one business segment, which is predominantly the development, manufacture and sale of buprenorphine-based prescription drugs for the treatment of opioid dependence and related disorders. Substantially all of our net revenue was derived from sales of SUBLOCADE and other buprenorphine-based sublingual products (including SUBOXONE Film, SUBOXONE Tablet and SUBUTEX Tablet). SUBLOCADE accounted for 73% and 66% of our net revenue for the three months ended March 31, 2026 and 2025, respectively. Other buprenorphine-based sublingual products accounted for 25% and 32% of our net revenue for the three months ended March 31, 2026 and 2025, respectively. SUBOXONE Film had an oral buprenorphine medically assisted treatment (BMAT) average share of approximately 14% and 15% in the three months ended March 31, 2026 and 2025, respectively, according to data from Symphony Health.
Recent Developments
During the three months ended March 31, 2026, the Company incurred $14 million of costs associated with the Indivior Action Agenda, primarily related to severance, real estate impairment, and consulting, legal and tax expenses. The Company has entered Phase II - Accelerate of the Action Agenda, which is designed to accelerate SUBLOCADE dispense unit growth, net revenue and grow cash flow at an even faster rate in 2026.
In February 2026, the Company announced a share repurchase program of up to $400 million with a term of up to 18 months. In the three months ended March 31, 2026, 3,974,153 shares were repurchased at an average price of $31.45 for a total of $125 million. Indivior has $275 million remaining under the program which it intends to utilize opportunistically.
During the three months ended March 31, 2026, the Company successfully completed a $500 million offering of 0.625% convertible senior notes due in 2031 which included an option to purchase up to an additional $50 million aggregate principal amount of the Notes granted to the initial purchasers, which was exercised in full. A portion of the $500 million proceeds was used to repay in full the $333 million balance of Indivior's original term loan.
For a discussion of recent developments with respect to litigation, see Note 12. Commitments and Contingencies.
Research & Development Pipeline Updates
INDV-6001 (Buprenorphine Caproate): Indivior does not intend to pursue Phase 3 development of INDV-6001 and has amended its license agreement with Alar Pharmaceuticals. Pursuant to the
21
amendment, Alar will regain development rights to the asset and will have commercialization rights outside the U.S. Indivior will maintain exclusive commercial rights in the U.S. should Alar receive FDA approval for a commercially viable product in the future.
INDV-2000 (Rocavorexant): INDV-2000 did not meet the primary endpoint of "no treatment failure.” Following a topline evaluation of the Phase 2 proof-of-concept study data, Indivior will not be advancing INDV-2000 internally as a treatment for opioid use disorder.
However, Indivior will pursue a business development opportunity with third parties. Importantly, prospectively planned sensitivity analyses, together with converging supportive findings, identified a credible and biologically coherent signal at the 200-milligram dose. Indivior intends to continue to strengthen the data package through additional analyses, including exposure-response work and further evaluation of supportive clinical and mechanistic findings. Study findings included directional effects on polysubstance use abstinence, exploratory anxiety outcomes, and fMRI evidence consistent with modulation of relapse-related neural circuitry. INDV-2000 also demonstrated a favorable safety and tolerability profile consistent with findings from previous studies.
Results of operations
Net revenue
Net revenue growth for the three months ended March 31, 2026 as compared to the same period of 2025 was primarily driven by sales of SUBLOCADE in the U.S.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||
U.S.: | |||||||||||||||||||||||||||||||
SUBLOCADE* | 218 | 163 | 33 | % | |||||||||||||||||||||||||||
Film/other | 50 | 54 | (9) | % | |||||||||||||||||||||||||||
PERSERIS | 5 | 4 | 11 | % | |||||||||||||||||||||||||||
Total U.S. | 272 | 222 | 22 | % | |||||||||||||||||||||||||||
| Rest of the World | 45 | 44 | 2 | % | |||||||||||||||||||||||||||
| Net revenue | $ | 317 | $ | 266 | 19 | % | |||||||||||||||||||||||||
*Total SUBLOCADE net revenue (U.S. and Rest of World) | $ | 232 | $ | 176 | 32 | % | |||||||||||||||||||||||||
Total net revenue increased by $51 million, or 19%, and U.S. net revenue increased by $50 million, or 22%, in the three months ended March 31, 2026 as compared to the same period of 2025.
U.S. net revenue. The U.S. is our largest market. Rebates, discounts and returns and other offsets to gross revenues are reflected in net revenue. U.S. net revenue from SUBLOCADE increased by $54 million, or 33%, in the three months ended March 31, 2026, as compared to the same period in 2025, driven by dispense unit volume growth of 20% and favorable price mix. U.S. net revenue from other products declined $4 million in the three months ended March 31, 2026, reflecting lower category share in the U.S. for SUBOXONE Film, partially offset by favorable gross-to-net adjustments.
Rest of the World net revenue. In the three months ended March 31, 2026, net revenue attributable to Rest of the World of $45 million increased by $1 million as compared to the same period in 2025. Rest of World net revenues recorded in the three months ended March 31, 2026 included approximately $5
22
million of revenues related to Rest of World market exits that are not expected to recur at this level in future periods.
Estimates, assumptions and judgments applied to determine the provision for rebates, discounts and returns are set out in "Item 8. Financial Statements—Note 2. Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the year ended December 31, 2025.
The following table provides a summary of activities with respect to accrued rebates and product returns and prompt pay discounts for the three months ended March 31, 2026 and 2025:
Accrued rebates and product returns and prompt pay discounts (in millions) | March 31, 2026 | March 31, 2025 | ||||||||||
Opening balance at January 1 | $ | 585 | $ | 565 | ||||||||
| Accruals related to sales made in: | ||||||||||||
| Current period | 405 | 364 | ||||||||||
| Prior period | (28) | (19) | ||||||||||
| Payments and credits | (407) | (232) | ||||||||||
Closing balance at end of period | $ | 555 | $ | 678 | ||||||||
Accrued rebates and product returns include chargebacks as these are paid by Indivior. Prompt pay discounts are recorded as offsets to accounts receivable. Accrued rebates and product returns and prompt pay discounts decreased to $555 million as of March 31, 2026 from $678 million as of March 31, 2025, primarily driven by timing of rebate invoicing and payments. Specifically, Accrued rebates and product returns and prompt pay discounts were higher in the prior period ending March 31, 2025, primarily as a result of a delay in payment of approximately $100 million of government rebates due to late receipt of invoices.
Expenses
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Cost of sales | $ | 40 | $ | 44 | (10) | % | |||||||||||||||||||||||||||
Gross margin | 87 | % | 83 | % | 4 | % | |||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||
| Selling, general and administrative | 124 | 133 | (7) | % | |||||||||||||||||||||||||||||
| Research and development | 16 | 22 | (28) | % | |||||||||||||||||||||||||||||
| Total operating expenses | 139 | 156 | (10) | % | |||||||||||||||||||||||||||||
Loss on debt extinguishment | 18 | — | NM | ||||||||||||||||||||||||||||||
Net interest expense | 4 | 7 | (45) | % | |||||||||||||||||||||||||||||
Income tax expense | $ | 26 | $ | 11 | NM | ||||||||||||||||||||||||||||
Cost of sales. Cost of sales decreased $4 million, or 10%, in the three months ended March 31, 2026 as compared to the same period of 2025. The decrease was primarily driven by approximately $5 million of SUBLOCADE revenues recognized in the first quarter of 2026 with no corresponding cost of sales, as the related inventory had been fully written down in prior periods.
Gross margin, which we define as gross profit divided by net revenue, was 87% in the three months ended March 31, 2026, as compared to 83% in the same period of 2025. The changes were primarily driven by the growth in SUBLOCADE volume, channel mix, and the benefit of changes in estimate related to rebate accruals.
23
Selling, general and administrative expenses. Selling, general and administrative expenses decreased by $9 million, or 7%, in the three months ended March 31, 2026 as compared to the same period of 2025. The overall decrease in selling, general and administrative expenses was primarily driven by headcount reductions and other savings related to the Indivior Action Agenda, partly offset by investments in U.S. SUBLOCADE marketing.
Research and development expenses. Research and development expenses decreased by $6 million, or 28%, in the three months ended March 31, 2026 as compared to the same period of 2025. Research and development expenses in the three months ended March 31, 2026 included the impact of $7 million of real estate consolidation costs related to the Indivior Action Agenda. Excluding these impacts, lower research and development costs in the three months ended March 31, 2026 primarily reflect reprioritization of pipeline activities and restructuring benefits associated with the Indivior Action Agenda.
As discussed in the Research & Development Pipeline Updates section above, the Company does not intend to pursue Phase 3 development of INDV-6001 and also will not be advancing INDV-2000 internally. As a result, Research and development activities are expected to decrease in future periods.
Loss on extinguishment of debt. Loss on extinguishment of debt in the three months ended March 31, 2026 includes $18 million of costs incurred in connection with the full repayment of the Company's Note Purchase Agreement.
Net interest expense. Net interest expense was $4 million in the three months ended March 31, 2026 as compared to net interest expense of $7 million in the three months ended March 31, 2025. The decrease in interest expense reflects the lower interest cost of the Convertible Notes compared to the Company's previous Note Purchase Agreement.
Income tax expense. On January 26, 2026, the Company completed a redomiciliation to the United States, which resulted in a change in the applicable federal statutory income tax rate from 25% to 21%. Income tax expense of $26 million in the three months ended March 31, 2026 resulted in an effective tax rate of 23%, primarily driven by a U.K. global minimum top-up tax, disallowed expenses, and a write-off of U.K. Net Operating Losses, partially offset by U.K. innovation deductions. Income tax expense of $11 million in the three months ended March 31, 2025, resulted in an effective tax rate of 19%, primarily driven by benefits from U.K. innovation deductions and intragroup financing transactions, partially offset by a U.K. global minimum top-up tax and stock-based compensation shortfall tax expense.
Liquidity and Capital Resources
Overview
The Company's financial condition is summarized as follows:
(In millions) | March 31, 2026 | December 31, 2025 | ||||||||||||
Financial assets: | ||||||||||||||
Cash and cash equivalents | $ | 175 | $ | 195 | ||||||||||
Investments - short-term | — | — | ||||||||||||
Investments - long-term | 27 | 28 | ||||||||||||
Total cash and investments | $ | 201 | $ | 222 | ||||||||||
Borrowings: | ||||||||||||||
Short-term borrowings | $ | — | $ | 29 | ||||||||||
Long-term borrowings | $ | 486 | $ | 290 | ||||||||||
24
Cash flows
| Three Months Ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||
Net cash provided by (used in): | ||||||||||||||||||||||
Operating activities | $ | (9) | $ | 75 | ||||||||||||||||||
Investing activities | (19) | (5) | ||||||||||||||||||||
Financing activities | $ | 7 | $ | (17) | ||||||||||||||||||
Operating activities
Net cash used in operating activities was $9 million during the three months ended March 31, 2026, compared to net cash provided by operating activities of $75 million in the same period of 2025, a decrease of $84 million. Net cash used in operating activities in the three months ended March 31, 2026 primarily reflected litigation settlement payments of $34 million and the timing of tax and operational payments, partly driven by streamlining actions taken under the Indivior Action agenda, including the Rest of World optimization. These uses of cash were partially offset by cash generated from operations. Net cash provided by operating activities in the three months ending March 31, 2025 benefited from the timing of receipt of approximately $100 million in government rebate invoices, partially offset by litigation settlement payments.
Investing activities
Net cash used in investing activities was $19 million and $5 million in the three months ended March 31, 2026 and 2025, respectively, an increase of $14 million. The change is driven by an increase in capital expenditures in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and was primarily related to construction of the Company’s new wholly-owned manufacturing facility for SUBLOCADE located in Raleigh, North Carolina.
We expect approximately $20 million to $30 million of capital expenditures for the full year 2026, primarily related to the Raleigh, North Carolina manufacturing facility.
Financing activities
Net cash provided by financing activities in the three months ended March 31, 2026 was $7 million, as compared to cash used in financing activities of $17 million in the same period of 2025. The change primarily reflects $151 million net cash inflows related to the issuance of the Convertible Notes and payoff in full of the previous term loan in the three months ended March 31, 2026, partly offset by higher cash outflows for shares repurchased and canceled of $115 million as well as cash outflows for the settlement of tax on equity awards.
During the three months ended March 31, 2026, the Company successfully completed a $500 million offering of 0.625% convertible senior notes due in 2031 which included an option to purchase up to an additional $50 million aggregate principal amount of the Notes granted to the initial purchasers, which was exercised in full. A portion of the $500 million proceeds was used to repay in full the $333 million balance of Indivior's original term loan. See Item 1. Financial Statements—Note 8. Debt for more details.
During the three months ended March 31, 2026, the Company announced a $400 million share repurchase program and purchased approximately 4 million shares for total cash outflows of $125 million. The program runs through mid-2027.
Current Liabilities
Our current liabilities exceed our current assets by $111 million and total liabilities exceed our total assets by $144 million. The Company sustains negative working capital because of the timing of rebate
25
payments relative to the collection of accounts receivable.
Capital Resources
The Company believes its existing cash and cash equivalents and investments together with cash generated from operations and debt will enable its anticipated cash needs to be met, including working capital, capital expenditures, litigation settlement payments, milestone payments, income taxes, debt repayments and other funding requirements, for at least the twelve-month period following the issuance of this Form 10-Q. The Company will need to sustain sales volume performance with no material change in the timing of its collections and rebate payments to maintain necessary liquidity in the near term and to meet our obligations in the long term. The Company is also subject to contingent liabilities as described in Item 1. Financial Statements—Note 12. Commitments and Contingencies.
Capital Expenditures
| Three Months Ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||
| Purchases of property and equipment | $ | 20 | $ | 5 | ||||||||||||||||||
The Company’s capital expenditures primarily reflect investments in the new Raleigh, North Carolina manufacturing facility for SUBLOCADE.
Contractual Obligations
Our contractual obligations as of March 31, 2026 that require material cash requirements in the future consist of debt repayments, litigation settlements, commercial commitments related to contract manufacturing and supply of materials, capital expenditures, lease and employee-related obligations, and contractual milestones. Refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2025. With the exception of the impacts on the timing and amounts of debt repayments following the issuance of Convertible Senior Notes that mature in 2031 and repayment of debt under the Note Purchase Agreement, no material changes to our contractual obligations have occurred beyond the ordinary course of business as of March 31, 2026.
Trend Information
For a discussion of trend information, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results.”
Critical Accounting Estimates
Our significant accounting policies, which include management’s estimates and judgments, are included in "Item 1. Financial Statements - Note 2 Summary of Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2025. No significant changes to our accounting policies occurred during the quarter ended March 31, 2026. A discussion of accounting estimates considered critical because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates is included in the Critical Accounting Estimates section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued Accounting Standards
For a discussion of recently issued accounting standards, refer to Item 1. Financial Statements - Note 1. Business Overview, Basis of Presentation, and Recently Issued Accounting Standards.
26
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-06-08 | Preblick Ryan | Chief Financial Officer | Sell | -36,000 | $37.70 | -$1,357,200 |
| 2026-03-13 | Ryan Barbara | Director | Buy | +8 | $31.09 | $249 |
Source: SEC Form 4 filings.
Recent SEC filings
- 2026-05-15 8-K Officer/Director Change; Shareholder Vote Results
- 2026-05-04 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2026-04-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-04-30 10-Q Quarterly Report
- 2026-03-17 8-K Material Agreement Entered; Material Agreement Terminated; Material Financial Obligation; Unregistered Equity Sale; Financial Statements and Exhibits
- 2026-03-13 8-K Other Events; Financial Statements and Exhibits
- 2026-03-12 8-K Other Events; Financial Statements and Exhibits
- 2026-02-26 10-K Annual Report
- 2026-02-26 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-01-26 8-K Material Agreement Entered; Material Financial Obligation; Unregistered Equity Sale; Material Modification to Rights; Control Change; Officer/Director Change; Bylaws/Articles Amended; Code of Ethics Changed; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
- 2025-12-18 8-K Officer/Director Change
- 2025-11-20 8-K Material Agreement Terminated; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-10-30 10-Q Quarterly Report
- 2025-10-30 8-K/A Costs Associated with Exit
- 2025-10-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits