Indivior PLC

Drug Manufacturers - Specialty & Generic • Healthcare • North Chesterfield, VA, United States • INDV (NMS)

804 379 1090 10710 Midlothian Turnpike, North Chesterfield, VA 23235, United States

Quarter: Q4 2025 Reported: December 15, 2025 Sentiment: Positive

Indivior PLC, together with its subsidiaries, develops, manufactures, and sells buprenorphine-based prescription drugs for the treatment of opioid dependence and related disorders in the United States, Europe, Canada, Australia, and internationally. The company develops medicines to treat substance use disorders. Its core marketed products include SUBLOCADE buprenorphine extended-release monthly injections; SUBOXONE Film, a buprenorphine and naloxone sublingual film; SUBOXONE Tablet, a buprenorphine and naloxone sublingual tablet; and SUBUTEX Tablet, a buprenorphine sublingual tablet for the treatment of opioid use disorder (OUD). The company also offers OPVEE nasal spray for opioid overdose reversal. In addition, it is developing INDV-2000, a selective orexin-1 receptor antagonist that is in Phase 2 clinical trial for the treatment of moderate to severe OUD; and INDV-6001, a buprenorphine-based long-acting injectable for the treatment of OUD in collaboration with Alar Pharmaceuticals Inc. Indivior PLC was incorporated in 2014 and is headquartered in North Chesterfield, Virginia.

Analysis Summary

On December 11, 2025, Indivior PLC shareholders convened two meetings to vote on a pivotal corporate restructuring, the Scheme of Arrangement. The primary objective of this scheme is to facilitate the re-domiciliation of Indivior PLC, ultimately making it a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc. The first meeting, a Court Meeting, saw the Scheme of Arrangement approved by a statutory majority of shareholders, with 94,968,161 votes 'For' versus 46,544 'Against', representing over 75% in value of shares present and voting. This approval was crucial under English law for the Scheme to proceed.

Immediately following, an Extraordinary General Meeting (EGM) was held where shareholders passed six special resolutions with substantial majorities. These resolutions included authorizing the Directors to implement the Scheme, approving a reduction of share capital, authorizing the allotment and issuance of New Indivior Shares, amending the articles of association (including a new Article 136 to bind all shares to the Scheme), re-registering the Company as a private entity, and adopting Post-Scheme Articles of Association. For instance, the resolution to amend the articles passed with 79,653,740 votes 'For' and 22,803 'Against'. The new Article 136 ensures that any shares issued before the Scheme Record Time are subject to the Scheme's terms, guaranteeing all Indivior PLC shareholders transition to Indivior Pharmaceuticals, Inc.

Management commentary, competitive positioning, and market trends are not discussed in this Form 8-K filing, as its scope is limited to reporting the shareholder vote on the corporate restructuring. Similarly, there are no Q4 2025 financial performance breakdowns, forward guidance, or analyst Q&A highlights provided. The completion of the Scheme remains contingent on the sanction of the High Court of Justice, with a hearing scheduled for January 22, 2026. The successful passage of all resolutions by shareholders indicates strong internal support for this strategic re-domiciliation.

Key Highlights

• Shareholders approved the Scheme of Arrangement on December 11, 2025.
• The Scheme aims to make Indivior PLC a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc.
• All six special resolutions at the Extraordinary General Meeting were passed by requisite majorities.
• Amended Articles of Association, including a new Article 136, were approved to facilitate the Scheme.
• Completion of the Scheme is expected in January 2026, pending High Court sanction.
• This document is a Form 8-K filing reporting corporate action, not Q4 2025 earnings results.
• No financial performance metrics or guidance were provided in this filing.

Financial Metrics

eps

N/A

YoY: Not provided in this document

revenue

N/A N/A

YoY: Not provided in this document

guidance

net income

N/A N/A

YoY: Not provided in this document

Stock Performance (90 Days)

Data through Dec 29, 2025

Layoff Events

Earnings Calls

Positive Signals

• Overwhelming shareholder approval for the Scheme of Arrangement (94,968,161 votes For vs. 46,544 Against at Court Meeting).
• All six related special resolutions passed successfully at the Extraordinary General Meeting.
• Clear timeline for final High Court sanction expected in January 2026.
• Strategic corporate restructuring progressing as planned.
• Introduction of new Article 136 ensures smooth transition of all shares under the Scheme.

Risks & Concerns

— Completion of the Scheme of Arrangement is still subject to the sanction of the High Court of Justice in England and Wales.
— Potential for unforeseen legal or administrative delays in the High Court sanction process.
— While votes were overwhelmingly positive, any minor dissent could theoretically lead to challenges (though unlikely given the reported majorities).
— The document does not address operational or market-specific risks, focusing solely on the corporate action.