Indivior Pharmaceuticals, Inc. (INDV)

CIK: 0001625297. SIC: 2834 Pharmaceutical Preparations. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2834 Pharmaceutical Preparations

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1625297. Latest filing source: 0001628280-26-012237.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001625297.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001625297.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-028850.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

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

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to and should be read in conjunction with the consolidated financial statements and related notes in Item 8. Financial Statements—Audited Consolidated Financial Statements to enhance the understanding of our results of operations, financial condition and cash flows.

Discussion of 2023 results and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

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, we have revolutionized the science of addiction medicine — developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, we are 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.

References below to “2025,” “2024,” and “2023” are for the financial years ended December 31, 2025, 2024, and 2023, respectively.

Operating Results

The following table summarizes our key measures of financial condition and results of operations for the periods under review:

Twelve Months Ended December 31,

(in millions, except per share data)

2025

2024

% Change

Net revenue

$

1,239 

$

1,188 

4 

%

Operating income

262 

38 

594 

%

Net income

210 

7 

NM

Earnings per share—diluted

$

1.64 

$

0.05 

NM

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 our net revenue for 2025 and 2024 was derived from sales of SUBLOCADE and other buprenorphine-based sublingual products (including SUBOXONE Film and SUBOXONE Tablet). SUBLOCADE accounted for 69% and 64% of our net revenue in 2025 and 2024, respectively. Other buprenorphine-based sublingual products accounted for 28% and 32% of our net revenue in 2025 and 2024, respectively.

Key factors affecting operating results

Market growth

Our net revenue is affected by patient awareness, patient willingness to seek treatment, and the number of eligible healthcare providers available to administer treatment. Competitive dynamics may exert pricing pressure and may also affect decisions by third‑party payors regarding formulary placement and reimbursement coverage. To support increased patient access, we engage with governmental agencies, key opinion leaders in addiction medicine, and healthcare professionals to inform policy development and highlight patient outcomes.

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In 2025, U.S. buprenorphine medication‑assisted treatment (BMAT) volume continued to grow at a mid‑single‑digit rate. The Company continues to expect long‑term U.S. BMAT market growth to remain within the mid‑single‑digit percentage range, reflecting public awareness of the opioid epidemic and approved treatments, as well as regulatory and legislative actions intended to expand access to BMAT therapies. The U.S. long‑acting injectable (LAI) segment grew in the high‑teens percentage range during the period. SUBLOCADE remains the primary long‑acting injectable treatment utilized for opioid use disorder. The Company’s share of the LAI segment has stabilized in the mid‑seventy percent range. The Company expects to continue investing at sustained levels to support further LAI penetration by increasing patient awareness and advancing policies designed to improve patient access to treatment.

Distribution channels

In the U.S., we have distribution agreements with the three largest wholesalers, which accounted for 51% and 55% of our global net revenue in 2025 and 2024, respectively. These wholesalers, in turn, distribute our products through various channels including the following:

•Commercial managed care. This category comprises insurance programs intended to reduce the cost of providing health benefits and improve the quality of care to their members. One of the most common forms of managed care is the use of a panel or network of healthcare providers that provide care to enrollees. Also within commercial managed care is the Medicare Part D Program, a program regulated and funded by the U.S. government generally for senior citizens and administered by private insurance companies.

•Medicaid. Medicaid is a jointly funded, Federal-State health insurance program that covers children, the aged, blind, and/or disabled and other people who are eligible to receive federally assisted income maintenance payments, including prescription drugs. We are obligated to offer “Best Price” under Medicaid, being the lowest price at which the manufacturer sells a drug to any purchaser in any pricing structure (inclusive of discounts and rebates).

•Federal. This channel encompasses the provision of outpatient drugs to federal government purchasers, including the U.S. Department of Veterans Affairs and the Department of Defense, or under the 340B Program. Pricing discounts are provided separately for drugs provided under these programs.

•Pharmacy. This channel covers end-customers paying cash directly at the pharmacy. Often, we provide discount coupons to customers who buy our products without pharmaceutical benefit coverage.

In the Rest of World, distribution channels differ by country and we may engage with different wholesalers, pre-wholesalers, hospitals, pharmacies and individuals.

Pricing

We offer various types of price reductions for our products, particularly in the U.S., which are reflected in net revenue. In the U.S., we primarily offer:

•Medicaid, Medicare Part D, and Commercial rebates. These are rebates granted to Medicaid, U.S. federal agencies and commercial managed care providers that purchase products from us. The level of these rebates varies by channel and product. Patients covered by commercial insurance often benefit from coupons to reduce out-of-pocket payments they would otherwise be required to make.

•Fees under distribution agreements. Wholesalers, specialty pharmacies and specialty distributors of the Company’s products are generally offered various forms of consideration, including allowances/discounts, service fees and prompt payment discounts, for distributing the products. Wholesaler and specialty distributor allowances and service fees arise from contractual agreements and are estimated as a percentage of the price at which the Company sells product to

83

them. In addition, customers are offered a prompt pay discount for payment within a specified contractual period.

•Chargebacks. Discounts are provided when contracted indirect customers purchase directly from wholesalers and specialty distributors. Contracted customers generally purchase a product at its contracted price. The wholesaler or specialty distributor, in turn, then generally charges back to the Company the difference between the wholesale acquisition cost and the contracted price paid to the wholesaler or specialty distributor by the customer.

•Returns. Returns are generally made if the product is damaged, defective, or otherwise cannot be used by the customer. In the U.S., the Company typically permits returns six months prior to and up to twelve months after the product expiration date. Outside the U.S., returns are only allowed in certain countries on a limited basis.

In Europe, changes to government policy or practices could adversely affect the level of reimbursement through government programs. In the U.S., proposals by legislators at both federal and state levels, regulators, and third-party payors continue to emerge with the aim of keeping healthcare costs down while expanding healthcare benefits. Similarly, in Europe, legislators, policymakers and healthcare insurance funds continue to propose and implement cost-containing measures to keep healthcare costs down, due in part to the attention being paid to healthcare cost containment and other austerity measures in Europe. Certain of these changes could impose limitations on the prices that the Company will be able to charge for its products and any approved product candidates. Further, an increasing number of EU member states and other foreign countries use prices for products established in other countries as “reference prices” to help determine the price of the product in their own territory. Consequently, a downward trend in prices of products in some countries could contribute to similar downward trends elsewhere.

Legal proceedings

The Company is involved in various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. These proceedings may involve compliance and trade practices, antitrust, commercial claims, product liability claims, intellectual property rights and securities, among others.

For further information regarding accrued litigation settlement expenses and other legal proceedings, refer to Item 8. Financial Statements—Audited Consolidated Financial Statements— Note 2: Summary of Significant Accounting Policies, Note 11. Accrued Litigation Settlement Expenses and Note 16. Commitments and Contingencies.

Results of operations

Corporate Initiatives

In July 2025, the Company introduced the Indivior Action Agenda, a three-phased, multi-year operational roadmap intended to maximize the potential of the business and make a positive difference in the lives of people living with OUD while creating value for our shareholders.

In August, 2025, the Company undertook major initiatives as part of Phase I of the Indivior Action Agenda — Generate Momentum — to simplify the organization and establish Indivior's "go forward" operating model.

In October 2025, the Company continued to execute key strategies against the Action Agenda, announcing optimization of the Rest of World business with plans to exit several non-U.S. markets, including the U.K., Ireland, Sweden, Israel, Finland and Italy. The Company will continue to own and operate its Fine Chemicals Plant in Hull, U.K. and will also continue to sell product and maintain operations

84

in Canada, Australia and France, and sell product in Germany. Collectively, these countries represent 76% of 2025 Rest of World net revenue for the year.

During the third quarter of 2025, the Company made the strategic decision to discontinue the sales and marketing support for OPVEE, its opioid overdose reversal product. The Company will continue to distribute OPVEE upon request and meet all required contractual and regulatory obligations.

In relation to these initiatives, the Company recognized $127 million in 2025 primarily relating to headcount reductions, real estate consolidations, asset impairments, consulting services, and contractual termination and related costs. As a result, the Company's total operating expenses are expected to decrease substantially in 2026 compared to 2025.

Comparison of the years ended December 31, 2025 and December 31, 2024:

Twelve Months Ended December 31,

(in millions)

2025

2024

% Change

Net revenue

$

1,239 

$

1,188 

4 

%

Cost of sales

246 

231 

7 

%

Gross profit

994 

957 

4 

%

Gross margin

80 

%

81 

%

— 

%

Selling, general and administrative

634 

612 

4 

%

Research and development

97 

107 

(9)

%

Acquired in-process research and development

— 

1 

(100)

%

Litigation settlement1

3 

195 

NM

Other operating (income) expense, net

(3)

4 

(174)

%

Operating income

262 

38 

594 

%

Net interest expense

23 

18 

27 

%

Income before income taxes

239 

20 

NM

Income tax expense

29 

13 

126 

%

Net income

$

210 

$

7 

NM

________________

(1)See Item 8. Financial Statements—Audited Consolidated Financial Statements—Note 11. Accrued Litigation Settlement Expenses.

Net revenue

Our 2025 and 2024 net revenue was driven by sales of SUBLOCADE. In 2025 and 2024, SUBLOCADE accounted for 69% and 64% of our net revenue, other buprenorphine-based sublingual products accounted for 28% and 32%, and PERSERIS accounted for 2% and 3%, respectively.

The following table shows the Company’s net revenue by major product line:

Twelve Months Ended December 31,

(in millions)

2025

2024

% Change

SUBLOCADE

$

856 

$

756 

13 

%

Sublingual & other

351 

377 

(7)

%

OPVEE

8 

15 

(49)

%

PERSERIS

24 

40 

(39)

%

Total net revenue

$

1,239 

$

1,188 

4 

%

Total net revenue increased by $51 million, or 4%, to $1,239 million in 2025 from $1,188 million in 2024. The increase was primarily driven by year-over-year SUBLOCADE volume growth which offset expected

85

net revenue declines in Sublingual, and PERSERIS. Except for the impact of gross-to-net adjustments discussed below, pricing was not material to net revenue growth.

The following table presents net revenue between the U.S. and Rest of World.

Twelve Months Ended December 31,

(in millions)

2025

2024

% Change

United States

$

1,053 

$

1,008 

4 

%

Rest of World

186 

179 

4 

%

Total net revenue

$

1,239 

$

1,188 

4 

%

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. In 2025, U.S. net revenue increased by 4% to $1,053 million as compared to $1,008 million in 2024, primarily driven by U.S. SUBLOCADE, which increased by $91 million, or 13%, to $794 million in 2025 compared to $704 million in 2024. Of the 13% increase in U.S. SUBLOCADE revenues, 7% was driven by dispense unit volume growth and 6% was driven primarily by gross-to-net adjustments. U.S. net revenue from other products declined $46 million in 2025, primarily reflecting the impact of increased competitive activity resulting in lower category share in the U.S. for SUBOXONE Film, partially offset by favorable gross-to-net adjustments in 2025. SUBOXONE Film had an oral buprenorphine medically assisted treatment (BMAT) average share of 14% and 16% in 2025 and 2024, respectively, according to data from IQVIA. Lower OPVEE volumes in 2025 and the decline in PERSERIS net revenue following the decision to discontinue commercial sales support in July 2024 also partially offset the increase in net revenue. During the third quarter of 2025, the Company made a strategic decision to discontinue sales and marketing support for OPVEE. The Company will, however, continue to distribute OPVEE upon request and meet all required contractual and regulatory obligations.

Rest of World net revenue

In 2025, net revenue attributable to Rest of World increased 4% from 2024 to $186 million. In 2025, positive contributions from newer products (SUBLOCADE and SUBOXONE Film) were partially offset by the ongoing generic erosion of the legacy tablet business. In 2025 and 2024, SUBLOCADE net revenue in Rest of World was $61 million and $52 million, respectively. Rest of World net revenue in 2026 will be impacted by our plans to exit several non-U.S. markets. The countries in which we will continue operations or product distribution represent 76% of 2025 Rest of World net revenue.

We expect continued LAI category growth and stable category share to result in U.S. SUBLOCADE net revenue growth in 2026. However, competitive pressures are expected to continue to adversely impact both SUBOXONE Film pricing and volume, resulting in an expected decline in SUBOXONE Film net revenue in 2026. Rest of World net revenue is expected to decline as a result of the exit from certain non-U.S. markets, as described above. We expect negligible revenues from PERSERIS and OPVEE in 2026, as the Company is no longer actively marketing these products. As a result of these factors, the Company's total net revenue in 2026 is expected to decline compared to 2025.

We estimate provisions for rebates, discounts and returns based on contractual arrangements with customers or terms of the regulations and/or agreements applicable for transactions with healthcare authorities, and in some cases on assumptions about the attainment of targeted volumes. We recognize returns, discounts, incentives and rebates in the period in which we recognize the underlying sales, as a reduction of gross revenues and as current liabilities on our Consolidated Balance Sheets as accrued rebates and product returns or reductions of accounts receivable. The outstanding amounts are affected by the provision for net product sales deductions which management reassesses based on historical data and estimated future activities and the timing of payments/credits. Estimates, assumptions and judgements applied to determine the provision for rebates, discounts and returns are set out in Item 8. Financial Statements—Audited Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies.

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The following table provides a summary of activities with respect to accrued rebates and product returns and prompt pay discounts for the years ended December 31, 2025 and 2024:

(in millions)

2025

2024

Opening balance at beginning of period

$

565 

$

535 

Provision related to sales made in:

Current period

1,526 

1,494 

Prior period

(87)

(28)

Payments and credits

(1,420)

(1,436)

Closing balance at end of period

$

585 

$

565 

Accrued rebates and product returns includes chargebacks as these are paid by Indivior. Prompt pay discounts are recorded as offsets to accounts receivable as of December 31, 2025. Accrued rebates and product returns and prompt pay discounts increased to $585 million as of December 31, 2025, from $565 million as of December 31, 2024, primarily due to increased SUBLOCADE volume growth.

Cost of sales

Cost of sales increased by $15 million, or 7%, to $246 million in 2025 from $231 million in 2024. The increase reflects higher sales volumes as well as $39 million of expenses related to the discontinuation of sales and marketing of OPVEE, $10 million of SUBLOCADE inventory write-downs for finished goods expected to approach expiration prior to sale, $9 million of inventory write-downs and other costs related to the exit from certain non-U.S. markets, and $5 million for the manufacturing transition of the Company's aseptic facility. Cost of sales in 2024 includes $41 million of expenses related to the discontinuation of marketing and promotion of PERSERIS.

Gross margin

Gross margin, defined as gross profit divided by net revenue, was 80% in 2025 as compared to 81% in 2024. The decrease in 2025 gross margin included the impact of the 2025 and 2024 cost of sales factors described above, partially offset by improved product mix reflecting SUBLOCADE volume growth and the benefit of changes in estimates related to rebate accruals.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $22 million, or 4%, to $634 million in 2025 from $612 million in 2024. In 2025, selling, general and administrative costs include $61 million associated with corporate initiatives, due to headcount reductions and external legal and consulting support primarily related to Phase I of the Indivior Action Agenda announced in August 2025. The 2025 increase also reflected $62 million higher investments in U.S. SUBLOCADE marketing, including the launch of a new direct to consumer campaign for SUBLOCADE in October 2025. Selling, general and administrative expenses in 2025 also benefited from streamlining actions taken in 2024, including narrowing the Company's commercial focus on OUD treatments and discontinuing marketing and promotion of PERSERIS. Prospectively, savings resulting from restructuring actions and discontinuation of sales and marketing of OPVEE will be used to support long-term SUBLOCADE growth.

Research and development expenses

Research and development expenses decreased by $10 million, or 9%, to $97 million in 2025 from $107 million in 2024. The decrease is primarily due to the Company's actions to refocus its development pipeline on the Phase 2 OUD assets (INDV-2000 and INDV-6001) and the absence of a $4 million contract termination fee incurred in 2024. These reductions were partly offset by $17 million in restructuring and impairment charges recorded in 2025 related to Phase I of the Indivior Action Agenda announced in August 2025. We expect 2026 research and development expenses to be substantially lower than historic levels.

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Acquired in-process research and development expenses

The Company incurred no acquired in-process research and development expenses in 2025, compared to $1 million in 2024.

Litigation settlement expenses

Litigation settlement expenses decreased by $192 million, to $3 million in 2025 from $195 million in 2024. The decrease is primarily due to variability in, and unpredictability of, the timing of settlements of major contingencies. See Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 11. Accrued Litigation Settlement Expenses.

Other operating (income) expense, net

In 2025, the Company recorded net other operating income of $3 million, compared to net other operating expense of $4 million in 2024. Other operating income in 2025 reflects $1 million of realized losses on the sale of equity investments, while other operating expense in 2024 reflected $9 million of mark-to-market losses related to the decline in value of those equity investments.

Net interest expense

Net interest expense was $23 million in 2025 as compared to $18 million in 2024. Higher net interest expense in 2025 reflects interest expense on the larger amount borrowed under the Company's new borrowing arrangement secured in late 2024. Net interest expense in 2025 includes $4 million related to an expected U.K. tax settlement, and net interest expense in 2024 reflects a $4 million write-off of unamortized deferred financing costs due to early extinguishment of the previous term loan. We expect interest expense on our borrowings to continue to exceed investment income.

Income tax expense

Income tax expense in 2025 was $29 million, resulting in an effective tax rate of 12%, on the Company's earnings for 2025, driven primarily by tax incentive innovation benefits of which $45 million is related to a one-time royalty payment, offset by an HMRC tax settlement and changes in valuation allowances. Income tax expense of $13 million in 2024 reflected an effective tax rate of 65% on the Company’s earnings for 2024, driven primarily by changes in valuation allowances, offset by a net finance structure benefit.

Liquidity and Capital Resources

Overview

The Company's financial condition is summarized as follows:

(In millions)

December 31, 2025

December 31, 2024

Financial assets:

Cash and cash equivalents

$

195 

$

319 

Investments - short-term

— 

1 

Investments - long-term

28 

27 

Total cash and investments

$

222 

$

347 

Borrowings:

Short-term borrowings

$

29 

$

18 

Long-term borrowings

$

290 

$

315 

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Cash flows

Twelve Months Ended December 31,

(in millions)

2025

2024

Net cash provided by (used in):

Operating activities

$

(27)

$

36 

Investing activities

(66)

69 

Financing activities

$

(30)

$

(102)

Operating activities

Net cash used in operating activities was $27 million in 2025, a decrease of $63 million, compared to net cash provided by operating activities of $36 million in 2024. The decrease was driven by $208 million higher litigation settlement payments in 2025, including the optional prepayment of the Company's remaining liability with the U.S. Department of Justice (DOJ), partly offset by higher cash generated from operations in 2025. Refer to Item 8. Financial Statements—Audited Consolidated Financial Statements—Note 10. Accrued Litigation Expenses for additional details on litigation-related settlement payments.

Investing activities

Net cash used in investing activities was $66 million in 2025, a decrease of $135 million, compared to net cash provided by investing activities of $69 million in 2024. The decrease primarily reflects lower proceeds from maturities of investments, partly offset by an increase in capital expenditures in 2025 related to the Raleigh Manufacturing Facility SUBLOCADE suite.

We expect $30 million to $40 million of capital expenditures in 2026, primarily related to our Manufacturing Facility in Raleigh, NC.

Financing activities

Net cash used in financing activities decreased by $72 million, from $102 million in 2024 to $30 million in 2025. Net cash used in financing activities in the current period primarily reflects lower cash outflows for shares repurchases and the settlement of tax on equity awards in 2025 compared to 2024. These lower financing cash outflows are partially offset by higher scheduled repayments under the Company's Note Purchase Agreement (see Debt below). In 2025 and 2026, the annual scheduled repayments are 5% of the original gross loan balance.

Current Liabilities

Our current liabilities exceed our current assets by over $250 million and total liabilities exceed our total assets by approximately $100 million. The Company sustains negative working capital because of the timing of rebate payments relative to the collection of accounts receivable. See Item 1A Risk Factors, "Our balance sheet is leveraged, and any reduction in annual sales may adversely affect our liquidity.".

Debt

As of December 31, 2025, the Company is subject to a Note Purchase Agreement term loan with an outstanding balance of $333 million. The Note Purchase Agreement matures in November 2030 and includes a committed, revolving credit facility of $50 million of which $50 million is available to be drawn. The Note Purchase Agreement contains financial and non-financial covenants customary for facilities of this nature, including a maximum leverage ratio, a minimum interest coverage ratio, a limitation on disposal of assets, prepayments and redemptions of certain indebtedness, further indebtedness, liens, negative pledges, and limits on share buybacks and redemptions, dividends and other “restricted payments,” subsidiary distributions, investments, mergers and acquisitions and other fundamental changes, sale and lease-back transactions, and a restriction on changes to any material line of business, most of which are subject to various carve-outs, grace periods and qualifications. The Company was in compliance with all covenants as of December 31, 2025. See Item 1A. Risk Factors at "Our term loan contains certain

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covenants that could limit our ability to plan for or respond to changes in our business." and Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 12. Debt for additional information. In addition, substantially all of the assets of the Company are pledged to secure this debt, and the restrictions under the Note Purchase Agreement substantially limit our ability to obtain other financing, other than the $50 million revolving credit facility.

Capital Resources

The Company believes its existing cash and cash equivalents and investments, together with cash generated from operations, will meet its anticipated cash needs, including working capital, capital expenditures, litigation settlement payments, milestone payments, income taxes, repurchase of common stock, debt repayments and other funding requirements, for at least the twelve-month period following the issuance of this Form 10-K. The Company relies on cash generated from operation to meet our obligations. The Company is also subject to contingent liabilities as described in Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 16. Commitments and Contingencies.

Capital Expenditures

Capital expenditures of $66 million in 2025 and $29 million on in 2024 primarily reflect investments in the expansion of the Raleigh Manufacturing Facility. The Company funded these expenditures from its existing cash balances.

Contractual Obligations

The table below sets forth the Company’s anticipated contractual cash flows on an undiscounted basis as of December 31, 2025.

December 31, 2025

(in millions)

Total

1 year or less

2-5 years

More than

5 years

Debt1

$

459 

$

59 

$

399 

$

— 

Litigation settlement liabilities2

8 

8 

— 

— 

Commercial commitments

68 

47 

22 

— 

Capital expenditures

18 

18 

— 

— 

Lease liabilities

37 

12 

21 

5 

Employee-related liabilities

39 

27 

— 

12 

Total

$

629 

$

170 

$

442 

$

17 

1    Cash outflows related to debt include payment of the outstanding balance of the note purchase agreement of $333 million as well as estimated interest payments

2    Cash outflows related to Civil Opioid litigation of approximately $86 million, expected to be paid over the next four years, are excluded from the table as they were not contractual obligations as of December 31, 2025. See Item 8. Financial Statements—Audited Consolidated Financial Statements, Note 16. Commitments and Contingencies.

Potential milestone and royalty payments

The Company is party to collaboration and license arrangements for the development of pharmaceutical products. Milestone payments will be due if various developmental, regulatory and commercial goals are achieved and in certain cases royalties will be payable as a percentage of net revenue, although the Company generally has the right to terminate these agreements at no cost. No material milestone payments are expected in 2026.

Agreements for contract manufacturing and supply of materials

The Company is obligated to purchase specified amounts of goods or services under various contract manufacturing and material supply agreements over periods ranging from 1 to 4 years. These agreements

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could require us to pay approximately $68 million in total over the next 4 years (before annual price index adjustments).

Research and Development Expenses, Patents and Licenses, etc.

See “Item 1. Business—Research and Development,” “Item 1. Business—Intellectual Property,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results.”

Trend Information

For a discussion of trend information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results.”

Critical Accounting Estimates

Management makes several estimates and assumptions regarding the future and significant judgments in applying the Company’s accounting policies. Estimates and assumptions may affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. These estimates are based on the Company’s knowledge of the amount, events or actions; however, actual results may ultimately differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to estimates are recognized prospectively. The key estimates and assumptions used in the financial statements are set out below.

Returns, incentives and rebates

The Company offers various types of reductions from list prices on its products. Products sold in the U.S. are covered by various programs (such as Medicare and Medicaid) under which products are provided at a discount. Rebates are granted to healthcare authorities, and under contractual arrangements with certain customers. Some wholesalers are entitled to chargeback incentives under specific contractual arrangements. Cash discounts may also be granted for prompt payment.

The discounts, incentives and rebates described above are estimated based on contractual arrangements with customers or terms of the relevant regulations and/or agreements applicable for transactions with healthcare authorities. Several months may pass between the original estimate of rebates due and confirmation of the amount, which may increase the estimation risk. Please refer to the revenue accounting policy for further details.

Accruals for product returns are estimated based primarily on analysis of the Company’s historical product return patterns, supplemented by expected future returns and contractual agreement terms. Estimated returns are accrued in the period the related revenue is recognized.

During 2025 and 2024, net revenue was increased by $87 million and $28 million, respectively, from performance obligations satisfied in prior years, primarily relating to changes in payor mix, actual invoices received and payments made, and resolution of aged accruals for U.S. government and commercial programs. The estimates for U.S. governmental and commercial end-payor accruals are also reasonably expected to vary due to shifts between U.S. governmental end-payor sales and U.S. commercial end-payor sales. A one percentage point shift between these channels would impact the accrual by $4 million. Due to the number of variables contributing to the accruals for returns, incentives and rebates, further meaningful sensitivity is not able to be provided. Accruals for returns, incentives and rebates are disclosed in Item 8. Financial Statements—Audited Consolidated Financial Statements—Balance Sheet.

Provision for income taxes

Significant judgment is required in determining our provision for income taxes. These judgments and estimates occur in the calculation of tax credits, benefits, and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax

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positions. Changes to these estimates may result in a material increase or decrease in our tax provision in the current period or subsequent periods.

Recoverability of deferred tax assets

We assess the likelihood of recoverability our deferred tax assets. If all or part of our deferred tax assets are not recoverable in the future, we increase our provision for taxes and reduce our net deferred tax assets to the amount that is more likely than not to be recoverable. To recover deferred tax assets, we must generate sufficient taxable income in the jurisdictions where the deferred tax assets are located. We consider forecasted income, including income that may be generated as a result of certain tax planning strategies, together with future reversals of existing taxable temporary differences, in determining the need for a valuation allowance. As of December 31, 2025, we believe our deferred tax assets are more likely than not to be recovered, with the exception of valuation allowance items as detailed in Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 4. Income Tax. The realization of our deferred tax assets depends on the generation of sufficient taxable income in future periods. If actual results differ from our estimates or if our assumptions regarding future taxable income change, we may conclude that some or all of our deferred tax assets are no longer 'more likely than not' to be realized. In that event, we would be required to record an increase to our valuation allowance, which could materially affect our income tax provision and results of operations in the period such determination is made.

Litigation

Litigation, arbitration and other legal proceedings against the Company may relate to compliance and trade practices, commercial claims, product liability claims, intellectual property rights, and employment and wrongful discharge claims. For each claim or grouping of similar claims, management makes judgments regarding the relative merits and risks within the claims. These judgments inform the Company’s defense strategies, whether a loss or settlement from the claims is probable and whether sufficient information exists to make a reliable estimate of the likely outcome of the claims. Provisions are recognized when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. Management has assessed as “contingent” matters that cannot be reliably estimated or are not considered probable at the current time. For more details of all the outstanding legal proceedings including those that have been deemed contingent, see Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 16. Commitments and Contingencies.