Indivior Pharmaceuticals, Inc. (INDV)

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

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.

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 —SUBLO CADE," 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.

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.

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-10-29 (period ending 2026-09-30).

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 manufacture and sale of buprenorphine-based prescription drugs for the treatment of opioid dependence and OUD. 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 75% and 74% of our net revenue for the three and nine months ended September 30, 2026, respectively, and 70% and 69% for the three and nine months ended September 30, 2025, respectively. Other buprenorphine-based sublingual products accounted for 24% and 25% of our net revenue for the three and nine months ended September 30, 2026 and 26% and 28% of our net revenue for the three and nine months ended September 30, 2025, respectively. SUBOXONE Film had an oral buprenorphine medically assisted treatment (BMAT) average share of approximately 14% and 15% in the three months ended September 30, 2026 and 2025, respectively, according to data from Symphony Health.

Recent developments

On August 1, 2026, the Company entered into an Agreement and Plan of Merger with Supernus. Pursuant to the Merger Agreement, which was approved by Indivior stockholders and Supernus stockholders on October 15, 2026 and, subject to the satisfaction or waiver of other specified closing conditions, the Indivior and Supernus businesses will combine in an all-stock merger of equals. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Company's Merger Sub, becoming a wholly-owned subsidiary will merge with and into Supernus, with Supernus continuing as the surviving company and a wholly-owned subsidiary of Indivior. Indivior will change its name to Supernus, Inc. following the transaction. We expect the transaction to close on or about November 2, 2026. For additional discussion of this matter, see Note 1. Business Overview, Basis of Presentation, and Recently Issued Accounting Standards and Note 15. Subsequent Events.

As part of the Indivior Action Agenda, on September 9, 2026 the Company agreed to an early termination of its existing tablet manufacturing agreement and to facilitate transition of tablet production to a new manufacturer in 2027. Cost of goods sold in the three months ended September 30, 2026 includes expense of $7 million associated with this early termination. Tablets are not sold in the United States..

On October 19, 2026, the Company entered into an asset purchase agreement with a third party to divest its SUBUTEX tablet business in France and Germany for $95 million. 90% of the purchase price will be paid at closing, with the balance to be paid upon regulatory approval of the transfer of the relevant marketing authorizations. The Company expects the transaction to close later in 2026, and for the

relevant regulatory approvals to be obtained in the first half of 2027. This business contributed less than 4% of the Company’s total net revenues in 2025 with a smaller contribution expected in 2026. Additionally,at closing, the parties will enter into an agreement for the sale of remaining SUBUTEX inventory for the French and German markets upon transfer of the marketing authorizations.

Corporate initiatives during the three months ended September 30, 2026 included severance expense of approximately $3 million.

As disclosed in the second quarter, Indivior ceased Phase 3 development of INDV-6001 and also is not advancing INDV-2000 internally. The Company is not currently pursuing any pipeline activities.

For a discussion of recent developments with respect to litigation, see Item 1. Financial Statements--Note 13. Commitments and Contingencies.

Results of operations

Net revenue

Net revenue growth for the three and nine months ended September 30, 2026 as compared to the same periods of 2025 was primarily driven by sales of SUBLOCADE in the U.S.

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2026		2025		% Change		2026		2025		% Change
U.S.:
SUBLOCADE*	252		203		24	%	707		561		26	%
Film/other	53		51		5	%	160		157		2	%
OPVEE	—		8		(100)	%	0		8		(99)	%
PERSERIS	2		6		(67)	%	12		19		(35)	%
Total U.S.	307		267		15	%	880		745		18	%
Rest of the World	48		47		4	%	136		137		—	%
Net revenue	$	356	$	314	13	%	$	1,016	$	881	15	%
*Total SUBLOCADE net revenue (U.S. and Rest of World)	$	267	$	219	22	%	$	753	$	604	25	%

Total net revenue increased by $42 million, or 13%, and $134 million, or 15%, in the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025. U.S. net revenue increased by $40 million, or 15%, and $135 million, or 18%, in the three and nine months ended September 30, 2026, respectively, as compared to the same periods 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 $49 million, or 24%, and $146 million, or 26%, in the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025. The increases were driven by dispense unit volume growth, gross-to-net benefits and favorable price/mix in both periods. Dispense unit volume grew 17% and 18% in the three and nine months ended

September 30, 2026, respectively, as compared to the corresponding 2025 periods. Approximately 10% of the nine-month increase resulted from favorable gross-to-net adjustments.

U.S. net revenue from other products (including Film) decreased $9 million in the three months ended September 30, 2026, and $11 million in the nine months ended September 30, 2026, compared with the same periods of 2025. The decrease was primarily driven by the discontinuation of marketing activities for OPVEE and PERSERIS. Both periods of 2026 benefited from favorable Film gross-to-net adjustments that may not recur in future periods. Absent these favorable adjustments, US Film net revenue would have decreased by approximately 10% in the nine-month period.

Rest of World net revenue. Rest of World net revenue increased $2 million during three months ended September 30, 2026 and decreased slightly during the nine month period, compared to the same periods of 2025. Revenue in both periods benefited from agreements to provide additional volumes to certain markets ahead of planned market exits. As previously announced, our Rest of World business has been substantially optimized, including having exited several markets. As a result, we expect Rest of World net revenue to decline substantially 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 nine months ended September 30, 2026 and 2025:

Accrued rebates and product returns and prompt pay discounts (in millions)	September 30, 2026		September 30, 2025
Opening balance at January 1	$	585	$	565
Accruals related to sales made in:
Current period	1,225		1,139
Prior period	(97)		(60)
Payments and credits	(1,161)		(1,028)
Closing balance at end of period	$	552	$	616

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 $552 million as of September 30, 2026, from $616 million as of September 30, 2025, primarily due to the timing of rebate invoicing, payments and recognition of prior period benefits. A majority of the $97 million prior period benefit relates to Medicaid prior quarter adjustments. An additional one quarter of this benefit results from the receipt of unanticipated prior year refunds. These refunds are not expected to recur in future periods. Other prior period benefits are not expected to occur at a similar magnitude in future periods.

Expenses

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2026			2025			% Change		2026			2025			% Change
Cost of sales	$	51		$	83		(39)	%	$	140		$	179		(22)	%
Gross margin	86		%	73		%	12	%	86		%	80		%	7	%
Operating expenses:
Selling, general and administrative	119			154			(23)	%	364			445			(18)	%
Research and development	5			33			(84)	%	33			76			(56)	%
Litigation settlement expenses(1)	—			—			NM		—			—			NM
Total operating expenses	125			187			(33)	%	398			521			(24)	%
Loss on debt extinguishment									18			—			NM
Net interest (income) expense	(2)			6			(127)	%	2			23			(93)	%
Income tax expense	$	45		$	(5)		NM		$	109		$	50		NM

Cost of sales. Cost of sales decreased $33 million, or 39%, and $39 million, or 22%, in the three and nine months ended September 30, 2026 as compared to the same periods of 2025. The decrease in both periods was driven by prior year nonrecurring charges, partially offset by $7 million of costs incurred during the three and nine months ended September 30, 2026 related to the early termination of the existing tablet manufacturing agreement as manufacturing activities are transitioned to a new provider. Prior year charges recognized in the three and nine months ended September 30, 2025 included impairment and other costs of $37 million related to the discontinuation of marketing activities for OPVEE. In addition, the nine months ended September 30, 2025 also included a $10 million SUBLOCADE inventory write-down.

Gross margin, which we define as gross profit divided by net revenue, was 86% and 86% in the three and nine months ended September 30, 2026, respectively, as compared to 73% and 80% in the corresponding periods of 2025. The increases in gross margin were primarily driven by SUBLOCADE volume growth and lower cost of sales as described above.

Selling, general and administrative expenses. Selling, general and administrative expenses decreased by $35 million, or 23%, and $80 million, or 18%, in the three and nine months ended September 30, 2026, respectively, as compared to the same periods of 2025. The decreases were primarily driven by headcount reductions and other cost savings related to corporate initiatives implemented in 2025 and 2026. Selling, general and administrative expenses included consulting, severance and other costs associated with corporate initiatives of $14 million and $25 million in the three and nine months ended September 30, 2026, respectively, compared to $22 million and $28 million in the prior-year periods.

Research and development expenses. Research and development costs in the three and nine months ended September 30, 2026 decreased by $27 million and $42 million, respectively, as compared to the same periods of 2025. The decrease reflected the cessation of pipeline development activities, including decisions earlier in the year to discontinue Phase 3 development of INDV-6001 and not advance INDV-2000 internally. Real estate consolidation and severance costs of $13 million were recognized in the nine months ended September 30, 2026, compared to $13 million in the three and nine months ended

September 30, 2025. The Company is not currently pursuing any pipeline activities and, as a result, does not expect to incur significant research and development costs in future periods.

Loss on extinguishment of debt. Loss on extinguishment of debt in the nine months ended September 30, 2026 includes $18 million of costs incurred in connection with the full repayment of the Company's Note Purchase Agreement.

Net interest (income) expense. Net interest income was $2 million for the three months ended September 30, 2026 and net interest expense was $2 million for the nine months ended September 30, 2026 as compared to net interest expense of $6 million and $23 million for the three and nine months ended September 30, 2025. The change primarily 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 $45 million and $109 million in the three and nine months ended September 30, 2026 resulted in an effective tax rate of 25% and 24%, respectively, primarily driven by foreign earnings taxed at different tax rates, U.K. global minimum top-up tax, state taxes, disallowed expenses, and a write-off of U.K. Net Operating Losses, partially offset by U.K. innovation deductions. Income tax benefit of $5 million and income tax expense of $50 million in the three and nine months ended September 30, 2025, resulted in an effective tax rate of (14%) and 32%, respectively. Both periods benefited from intragroup financing transactions; however, in the nine months ended September 30, 2025 this benefit was fully offset by a tax reserve for an HMRC settlement.

Liquidity and Capital Resources

Overview

The Company's financial condition is summarized as follows:

(In millions)	September 30, 2026		December 31, 2025
Financial assets:
Cash and cash equivalents	$	305	$	195
Investments - long-term	27		28
Total cash and investments	$	332	$	222
Debt:
Current portion of long-term debt1	$	488	$	29
Long-term debt, less current portion1	$	—	$	290

1See Current Liabilities below for discussion of balance sheet classification of long-term debt.

Cash flows

	Nine Months Ended September 30,
(in millions)		2026		2025
Net cash provided by (used in):
Operating activities		$	317	$	194
Investing activities		(41)		(42)
Financing activities		$	(166)	$	(25)

Operating activities

Net cash provided by operating activities was $317 million during the nine months ended September 30, 2026, compared to $194 million in the same period of 2025, an increase of $123 million. Net cash provided by operating activities in the nine months ended September 30, 2026 was driven primarily by cash generated from operations, partially offset by litigation settlement payments of $34 million and the timing of operational payments. Net cash provided by operating activities in the nine months ended September 30, 2025 primarily reflected cash generated from operations.

Investing activities

Net cash used in investing activities was $41 million and $42 million in the nine months ended September 30, 2026 and 2025, respectively, a decrease of $1 million. In both periods, net cash used in investing activities was primarily driven by capital expenditures related to the new Raleigh, North Carolina manufacturing facility.

Approximately $10 million of capital expenditures are expected to be incurred in the fourth quarter of 2026, primarily related to the Raleigh, North Carolina manufacturing facility.

Financing activities

Net cash used in financing activities in the nine months ended September 30, 2026 was $166 million, as compared to $25 million in the same period of 2025. The change was primarily driven by $292 million higher cash outflows for shares repurchased and canceled, partially offset by $151 million of net cash inflows related to the issuance of the Convertible Notes and payoff in full of the previous term loan in the nine months ended September 30, 2026.

During the nine months ended September 30, 2026, the Company successfully completed a $500 million offering of 0.625% Convertible Senior Notes due 2031. 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 nine months ended September 30, 2026, the Company announced a $400 million share repurchase program and purchased 8,638,693 shares for total cash outflows of $300 million. The program runs through mid-2027.

Current Liabilities

Our current liabilities exceed our current assets by $501 million and total liabilities exceed our total assets by $60 million. The working capital deficit reflects the classification of the outstanding principal amount of our Convertible Notes as a current liability. Also, under the terms of the Convertible Notes, the Special Dividend declared on September 16, 2026 gave note holders a temporary right to convert their notes, which required classification of the outstanding principal as current as of September 30, 2026. After the temporary conversion expires, we expect the outstanding principal to be classified as noncurrent as of December 31, 2026, in line with the contractual maturity. We expect to continue to operate with negative

working capital in future periods due to the timing of rebate payments relative to collections of accounts receivable.

Capital resources

On September 16, 2026, Indivior declared a special cash dividend in an aggregate amount of $1,000 million, equal to $8.13 per share, which will be payable to (i) holders of record of the issued and outstanding Indivior Common Stock as of the record date of October 30, 2026, and (ii) holders of certain Indivior equity awards outstanding as of such date with respect to the Indivior Common Stock underlying such Indivior equity award, with such Special Dividend to be paid following the Effective Time (the "Special Dividend"). In connection with the Merger Agreement and the Special Dividend, Indivior entered into a commitment letter with Citibank, N.A. pursuant to which Citibank, N.A. has committed to provide, subject to the terms and conditions thereof, a senior secured term loan facility in an aggregate principal amount of $650 million. Proceeds from the senior secured term loan facility, together with cash on hand of the combined company, are expected to be used to fund the Special Dividend. Under certain limited circumstances where debt financing is unavailable, subject to certain additional conditions specified in the Merger Agreement, the Special Dividend would be payable as a combination of a $500 million cash dividend paid in connection with closing and a dividend of a $529 million dividend payment right, to be payable prior to the first anniversary of the closing date. For additional discussion of this matter, see Note 1. Business Overview, Basis of Presentation, and Recently Issued Accounting Standards.

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, 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 13. Commitments and Contingencies.

Capital expenditures

Purchases of property and equipment were $41 million and $42 million for the nine months ended September 30, 2026 and 2025, respectively. 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 September 30, 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, and lease and employee-related obligations. 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. Since December 31, 2025, significant changes to our contractual obligations include the issuance of the 2031 Convertible Senior Notes and repayment of debt under the Note Purchase Agreement, which altered the timing and amounts of future debt repayments. Additionally, corporate initiatives undertaken during the nine months ended September 30, 2026 resulted in lower lease obligations due to real estate consolidation and increased employee-related obligations associated with additional workforce reductions, most of which will be settled within one year.

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 September 30, 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.

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 2 transactions across 1 insider. Net: +3,000 shares, $107,955.

Date	Insider	Role	Action	Shares	Price	Value
2026-08-27	Anderson Woodrow D	Chief Accounting Officer	Buy	+1,500	$35.69	$53,535
2026-08-05	Anderson Woodrow D	Chief Accounting Officer	Buy	+1,500	$36.28	$54,420

Source: SEC Form 4 filings.

Next expected filings

~2027-04-29 10-Q expected by 2027-05-09 (in 182 days)
~2027-08-02 10-Q expected by 2027-08-12 (in 277 days)
~2027-10-28 10-Q expected by 2027-11-07 (in 364 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-10-29 8-K Earnings Release; Financial Statements and Exhibits
2026-10-29 10-Q Quarterly Report
2026-10-06 8-K Other Events
2026-09-17 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
2026-09-15 8-K Material Agreement Terminated; Financial Statements and Exhibits
2026-09-09 S-4/A S-4/A
2026-08-28 S-4 Registration (Merger)
2026-08-03 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
2026-08-03 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-08-03 10-Q Quarterly Report
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

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