Indivior Pharmaceuticals revenue $356M in Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 28, October 9, 2026, the number of shares of common stock outstanding was 118,013,649 118,035,272 .

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Exhibits 4 changes

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Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our performance or other events or developments in the future constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, express and implied statements pertaining to the Company s financial guidance; expected levels of future rebate payments, research and development expenses; expected future capital expenditures; potential future share repurchases; anticipated benefits of the proposed merger with Supernus, the expected timing of completion of the proposed merger, estimated costs associated with the proposed merger; expectations regarding the adequacy of the Company s current and expected future liquidity to satisfy future cash requirements; expected litigation outcomes; and statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," "strategy," "target," "goal," "guidance," "outlook," "potential," "project," "priority," "may," "will," "should," "would," "could," "can," the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future.

Actual results may differ materially from those expressed or implied in these forward-looking statements due to a number of factors, including but not limited to: lower than expected future sales of our products; greater than expected impacts from competition; and unanticipated costs including the effects of potential tariffs and potential retaliatory tariffs; market conditions; the decisions of third parties outside of our control with respect to potential business development opportunities; the risk that the proposed merger with Supernus may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder or regulatory approvals for the merger, or the imposition of conditions in connection with such approvals; the risk that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the merger are not realized or are realized more slowly than expected; and risks relating to the integration of the two businesses. For additional information about some of the risks and important factors that could affect our future results and financial condition, see Important Cautionary Note Regarding Forward-looking Statements and "Risk Factors" in Indivior's Annual Report on Form 10-K filed February 26, 2026, in Part II Item 1A of this report, and in our other filings with the U.S. Securities and Exchange Commission.

This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are intended to describe our current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Words such as anticipate, believe, estimate, expect, intend, plan, project, may, will, would, could, should, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements include express and implied statements pertaining to: the Company s financial guidance; expected levels of future rebate payments; future research and development expenses; expected future capital expenditures; potential future share repurchases; expectations regarding the adequacy of the Company s current and expected future liquidity to satisfy future cash requirements; expected litigation outcomes; the risk that the proposed merger with Supernus Pharmaceuticals, Inc. ("Supernus") may not be completed in a timely manner or at all; the expected timing of the closing of such proposed merger; a nticipated benefits of the proposed merger with Supernus; estimated costs associated with the proposed merger; the risk that the anticipated synergies and cost savings from the proposed merger may not be realized within the expected timeframe or at all; the expected completion and timing of the divestiture of the Subutex tablet business in France and Germany. Factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements include, among others: lower than expected future sales of our products; greater than expected impacts from competition; changes in Medicaid eligibility; unanticipated costs including the effects of potential tariffs and potential retaliatory tariffs; market conditions; the risk that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the proposed merger are not realized or are realized more slowly than expected; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the additional indebtedness incurred to fund the Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of the transaction; the diversion of management s attention and resources from ongoing business operations; the effect of the transaction on the parties ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of the transaction that may limit the parties ability to pursue business opportunities or strategic transactions; the risk that the proposed merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any event that could give rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee; and the risk of stockholder litigation in connection with the proposed merger . For additional information about some of the risks and important factors that could affect our future results and financial condition, see Important Cautionary Note Regarding Forward-looking Statements and "Risk Factors" in Indivior's Annual Report on Form 10-K filed February 26, 2026, in Part II Item 1A of this report, and in our other filings with the U.S. Securities and Exchange Commission.

We have based the forward-looking statements in this report on our current expectations and beliefs concerning future events. These forward-looking statements contained in this report speak only as of the day they are made date of this report and except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether due to new information, future developments or otherwise. except as required by applicable law.

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Notes to the financial statements 82 changes

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June 30, Six Months Ended June 30,

Net revenue $ 343 $ 302 $ 660 $ 568

Cost of sales 50 52 90 96

Gross profit 294 250 570 472

Selling, general and administrative 122 158 245 291

Research and development 12 21 28 43

Total operating expenses 134 179 273 334

September 30, Nine Months Ended September 30,

Net revenue $ 356 $ 314 $ 1,016 $ 881

Cost of sales 51 83 140 179

Gross profit 305 230 875 702

Selling, general and administrative 119 154 364 445

Research and development 5 33 33 76

Total operating expenses 125 187 398 521

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Basic $ 1.02 $ 0.15 $ 1.73 $ 0.53

Diluted $ 0.98 $ 0.14 $ 1.67 $ 0.52

Income tax expense (benefit) 45 ( 5 ) 109 50

Basic $ 1.16 $ 0.34 $ 2.89 $ 0.87

Diluted $ 1.12 $ 0.33 $ 2.78 $ 0.85

1 unchanged paragraph

Basic 119 125 122 125

Diluted 124 126 127 125

Basic 118 125 121 125

Diluted 122 129 125 127

4 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

Foreign currency translation 1 2 1 3

Other comprehensive income 1 2 1 3

Foreign currency translation 3 4 3

Other comprehensive income 3 4 3

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Cash and cash equivalents $ 222 305 $ 195

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Prepaid expenses 14 34

Prepaid expenses 21 34

Current tax receivable 16 13 2

Other current assets 54 40 16

Total current assets 725 800 652

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Property, plant and equipment, net 162 175 144

Operating lease right of use assets, net 21 12 26

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Deferred tax assets 271 288 323

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Total assets $ 1,233 1,332 $ 1,201

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Accrued rebates and product returns $ 610 548 $ 582

Accounts payable and accrued expenses 206 181 250

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Total current liabilities 868 914

Current portion of long-term debt 488 29

Operating lease liabilities, current 9 7 10

Income taxes payable 30 63 2

Total current liabilities 1,301 914

Long-term debt, less current portion 487 290

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Total liabilities $ 1,441 1,392 $ 1,300

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Accumulated deficit ( 334 ) ( 243 )

Additional paid-in capital 155 163 112

Accumulated other comprehensive loss ( 28 26 ) ( 30 )

Accumulated deficit ( 197 ) ( 243 )

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Other comprehensive income

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Other comprehensive income 3 3

Stock-based compensation

Balance, September 30, 2026 118 163 ( 26 ) ( 197 ) ( 60 )

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Common stock issued 1 1

Stock-based compensation 6 6

Balance, September 30, 2025 125 $ 62 $ 109 $ $ ( 32 ) $ ( 346 ) $ ( 207 )

4 unchanged paragraphs

Six Months Ended June 30,

Nine Months Ended September 30,

2 unchanged paragraphs

Depreciation and amortization 4 5 8

Amortization of right-of-use assets 3 5 4 7

Stock-based compensation 20 14 28 21

Impairment of tangible and intangible assets 8 16

2 unchanged paragraphs

Deferred income taxes 52 7 35 ( 8 )

Impact from foreign exchange movements 1 4 ( 5 2 )

1 unchanged paragraph

Other adjustments, net 1 2

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Accounts receivable ( 17 ) 15

Current inventories 3 22

Accounts receivable ( 19 ) ( 3 )

Current inventories 4 16

1 unchanged paragraph

Accrued legal and settlement expenses ( 37 38 ) ( 60 58 )

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Net cash provided by operating activities 220 233 317 194

1 unchanged paragraph

Purchases of property and equipment ( 27 41 ) ( 22 42 )

1 unchanged paragraph

Purchases of investments in debt securities ( 8 12 ) ( 11 14 )

Sales and maturities of debt securities 9 11 13 14

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Proceeds from the issuance of common stock 1 2

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Repayments of debt ( 333 ) ( 8 12 )

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Net cash used in financing activities ( 166 ) ( 22 25 )

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and 2 more changes in the filing

Note 1: Business Overview, Basis of Presentation, and Recently Issued Accounting Standards 17 changes

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements of Indivior Pharmaceuticals, Inc. and its subsidiaries and related notes as contained in the Company s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income, comprehensive income, or cash flows.

The accounting policies of the Company are consistent with those disclosed in "Item 1. Financial Statements - Note 2. Summary of Significant Accounting Policies" of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Columns and rows within tables may not add due to rounding. Percentages and per share data have been calculated using actual, non-rounded figures.

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Significant estimates are used in determining items such as accruals for returns, incentives and rebates, certain accrued expenses, acquisitions, and ongoing litigation. Actual results may differ from those estimates.

Recently Adopted Accounting Standards

ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , was issued in November 2024 and clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or debt extinguishments. ASU 2024-04 is effective for annual and interim periods beginning after December 15, 2025. The Company adopted ASU 2024-04 effective January 1, 2026 and applied the guidance on a prospective basis. The adoption of ASU 2024-04 did not have a material impact on the Company's condensed consolidated financial statements.

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets was issued in July 2025 and allows entities to elect a practical expedient that assumes that the current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU No. 2025-05 is effective for annual and interim periods beginning after December 15, 2025. The Company adopted ASU 2025-05 effective January 1, 2026 and applied the guidance on a prospective basis. The adoption of ASU 2025 05 did not have a material impact on the Company s condensed consolidated financial statements.

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). The Company's core products include SUBLOCADE (buprenorphine extended-release monthly injection) and SUBOXONE Film (buprenorphine and naloxone sublingual film), both of which are treatments for OUD.

On August 1, 2026, Indivior Pharmaceuticals, Inc., a Delaware corporation ( Indivior ) and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior ( Merger Sub ), entered into an Agreement and Plan of Merger (the Merger Agreement ) with Supernus Pharmaceuticals, Inc., a Delaware corporation (prior to the Effective Time (as defined below), Supernus ). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Company's Merger Sub, a wholly owned subsidiary, will merge with and into Supernus (the Merger ), with Supernus continuing as the surviving company, and as a wholly-owned subsidiary of Indivior following the transaction. As a result of the Merger, Indivior will change its name to Supernus, Inc. (subsequent to the Effective Time, the Combined Company ).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time ) and as a result of the Merger, each share of common stock of Supernus issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.5401 shares of common stock of Indivior and cash in lieu of fractional shares. Additionally, at the Effective Time and as a result of the Merger, outstanding Supernus equity awards will be automatically converted into Indivior equity awards. RSUs and stock options will generally retain their existing vesting and other terms, while PSUs will be converted into time-based RSUs and the related performance conditions will cease to apply. The conversion of the equity awards will occur at the same exchange ratio as applies to Supernus common stock in the Merger; the exercise price of converted Supernus stock options will also be correspondingly adjusted.

In connection with a termination of the Merger Agreement in certain limited circumstances, Indivior could be required to pay a termination fee to Supernus in the amount of $ 174 million and Supernus could be required to pay a termination fee to Indivior of $ 101 million.

Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5 % of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5 % of the Combined Company on a fully diluted basis.

Indivior declared a special cash dividend in an aggregate amount of $ 1,000 million, which will be payable to (i) holders of record of the issued and outstanding Indivior Common Stock as of the October 30, 2026 record date 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.

Pursuant to the terms of the Merger Agreement, as of the Effective Time of the Merger, (i) the board of directors of Combined Company will consist of eight individuals, including four individuals who are

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Note 3: Income Tax 14 changes

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Total income before income taxes $ 160 182 $ 276 457

Total income tax expense 38 65 45 109

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Three Months Ended June 30, Six Months Ended June 30,

Total income tax expense 44 56

The Company's income tax rate for the three and six months ended June September 30, 2026 of 24 % and 23 25 % respectively differs from the U.S. federal statutory rate of 21%, primarily driven by a foreign earnings taxed at different tax rates, U.K. global minimum top-up tax, state taxes, and disallowed expenses, and a write-off of U.K. Net Operating Losses, partially offset by U.K. innovation deductions.

The company's income tax rate for the nine months ended September 30, 2026 of 24 % differs from the U.S. federal statutory rate of 21% 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.

Three Months Ended September 30, Nine Months Ended September 30,

Total income before income taxes $ 62 37 $ 121 158

Total income tax (benefit) expense ( 5 ) 50

Total effective tax rate 71 ( 14 ) % 46 32 %

The Company's income tax rate for the six three months ended June September 30, 2025 of 46 % differs from the U.K. federal statutory rate of 25%, primarily due to a tax reserve on a U.K. HMRC settlement which became probable during the quarter, U.K. global minimum innovation deductions and a reduction in Pillar II top-up tax share based compensation shortfall tax expense, and a valuation allowance against corporate interest limitation carryforwards, partially offset by U.K. innovation deductions and intragroup financing transactions. disallowed expenses.

The Company's income tax rate for the three nine months ended June September 30, 2025 of 71 % differs from the U.K. federal statutory rate of 25%, primarily due to a tax reserve on expense recognized for a U.K. HMRC settlement which became probable during the second quarter of 2025, a valuation allowance against corporate interest limitation carryforwards, share-based compensation shortfall tax expense and disallowed expenses, partially offset by U.K. innovation deductions and intragroup financing transactions. The HMRC settlement relates to aspects of prior years' intercompany financing arrangements and is not expected to impact our future tax rates.

2 unchanged paragraphs

Note 4: Inventories 4 changes

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Raw materials and consumables $ 30 26 $ 31

1 unchanged paragraph

Finished goods 81 75

Finished goods 86 75

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Inventory expected to be sold more than one year from the balance sheet date is classified as noncurrent inventory and recorded in other noncurrent assets on the condensed consolidated balance sheets. At June September 30, 2026 and December 31, 2025, the noncurrent portion of inventory was $ 2 3 million and $ 2 million, respectively, and consisted consisting primarily of raw materials and consumables.

Note 5: Property, Plant and Equipment, Net 6 changes

2 unchanged paragraphs

Land and buildings $ 90 103 $ 111

Plant and equipment 69 71 76

1 unchanged paragraph

Gross property, plant and equipment 230 243 251

Less: Accumulated depreciation ( 68 69 ) ( 107 )

Total property, plant and equipment, net $ 162 175 $ 144

Capital expenditures of $ 4 1 million and $ 6 million were included in accounts payable and accrued expenses at June September 30, 2026 and December 31, 2025, respectively.

1 unchanged paragraph

Note 6: Accounts Payable and Accrued Expenses 7 changes

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Accounts payable $ 30 $ 48

Accounts payable $ 28 $ 48

Accrued employee-related obligations 71 54 103

Accrued indirect tax and government fees 5 6 20

Accruals for third-party services 85 80 76

Accrued other expenses 15 12 3

Total accounts payable and accrued expenses $ 206 181 $ 250

Note 7: Accrued Litigation Settlement Expenses 3 changes

June September 30, 2026 December 31, 2025

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The accrual of $ 56 million at June September 30, 2026 reflects the present value of the agreed amount in a settlement between Indivior, the plaintiffs' executive committee and certain state attorneys general covering certain opioid litigation (including cases in the Opioid MDL) brought by municipalities and tribes, as well as a separate settlement with the State and subdivisions of Maryland. During the six nine months ended June September 30, 2026, payments totaling $ 26 million were made under the Opioid MDL settlement agreement related to obligations for 2025 and 2026.

The final installment of $ 8 million related to an indemnity settlement with Reckitt Benckiser was paid in the six nine months ended June September 30, 2026. The Company has no remaining obligations related to this matter.

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Note 8: Debt 1 change

2 unchanged paragraphs

The Notes are senior, unsecured obligations of the Company, ranking equally in right of payment with all existing and future senior, unsecured indebtedness. The Notes are structurally subordinated to all indebtedness and other liabilities of the Company's subsidiaries. The Notes bear interest at 0.625 % per

1 unchanged paragraph

Note 9: Financial Instruments and Fair Value Measurements 3 changes

Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, and investments in debt securities. The carrying value of these financial instruments, excluding debt instruments and the Company s investments in corporate debt and equity securities, approximates fair value because of the short-term nature of these instruments.

4 unchanged paragraphs

The fair value of debt securities at June September 30, 2026 and December 31, 2025 was $ 27 million and $ 28 million, respectively. The fair value of debt securities held at amortized cost was calculated based on quoted market prices which would be classified as Level 1 in the fair value hierarchy above. At June September 30, 2026, the Company's debt securities were held by a separate cell of an insurance company as part of an agreement to fund insurance coverage. These debt securities are classified as long-term investments on the condensed consolidated balance sheets as access to the investments is subject to contractual restrictions, regardless of the underlying investment maturity.

The estimated fair value of the Convertible Senior Notes due 2031 at June September 30, 2026 was approximately $ 607 526 million. The fair value was determined based on the quoted price of the Notes in an inactive market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy.

Note 10: Earnings Per Share 9 changes

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Net income $ 122 $ 18 $ 211 $ 65

Three Months Ended September 30, Nine Months Ended September 30,

Net income $ 137 $ 42 $ 348 $ 108

Basic weighted-average shares outstanding 119 118 125 122 121 125

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Diluted weighted-average shares outstanding 124 126 127 122 129 125 127

2 unchanged paragraphs

The weighted average number of shares is adjusted for the number of shares granted to the extent market conditions have been met at the balance sheet date and determined using the treasury stock method.

The Notes are evaluated for dilution using the if converted method. For the three and six months ended June 30, 2026, as the average market price of the Company's common stock did not exceed the conversion price of $ 41.66 , no incremental shares were included in diluted weighted-average shares outstanding.

1 No potential shares were excluded from the diluted earnings per share computation because of their antidilutive impact in the three and six nine months ended June September 30, 2026 and three and six nine months ended June September 30, 2025, respectively.

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Note 11: Stockholders' Equity 2 changes

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On May 1, 2026, the Company entered into an accelerated share repurchase agreement (the "ASR Agreement") to repurchase $ 175 million of the Company s common stock under the $ 400 million share repurchase program described above. Pursuant to the terms of the ASR Agreement, the Company made an up-front payment totaling $ 175 million and received an initial delivery of 3,717,473 shares. The initial share delivery represented approximately 80 percent of the total shares expected to be repurchased under the ASR Agreement. The final number of shares repurchased under the ASR Agreement was determined based on the volume-weighted average price of the Company s common stock during the term of the ASR Agreement, subject to adjustments in accordance with the terms of the agreement. The Company received additional settlement deliveries of 281,207 shares on June 1, 2026 and 665,860 shares on June 2, 2026, and the ASR Agreement was settled on June 2, 2026. In total, the Company repurchased 4,664,540 shares under the ASR at an average price of approximately $ 37.52 per share. The shares repurchased under the ASR were retired and recorded as a reduction of stockholders equity.

As of June September 30, 2026, $ 100 million remained available for future repurchases under the share repurchase program. The shares repurchased during the period were retired and recorded as a reduction of stockholders equity.

Note 12: Stock-Based Payments 9 changes

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Three Months Ended June 30, Six Months Ended June 30,

Indivior Long-Term Incentive Plan (LTIP)

A summary of the service-based restricted stock awards and performance-based stock awards activity under the LTIP for the six months ended June 30, 2026 is presented below (values in thousands):

Outstanding Service-Based Restricted Stock Awards

Outstanding Performance-Based Stock Awards

Issued ( 342 ) ( 2,420 )

Canceled/forfeited/adjusted ( 24 ) ( 320 )

Three Months Ended September 30, Nine Months Ended September 30,

Compensation expense related to stock-based payments $ 11 $ 8 $ 20 6 $ 14 28 $ 21

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Note 13: Commitments and Contingencies 3 changes

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The Company has been named as a defendant in numerous lawsuits alleging that SUBOXONE Film was defectively designed and caused dental injury, and that the Company failed to properly warn of the risks of such injuries. The plaintiffs generally seek compensatory damages, as well as punitive damages and attorneys fees and costs. Plaintiffs and potential plaintiffs related to these lawsuits generally can be grouped as follows:

A s of July 24, 2026, approximately 1,967 cases naming approximately 26,307 plaintiffs have been consolidated in multi-district litigation in the Northern District of Ohio. See In Re Suboxone (Buprenorphine/Naloxone) Film Products Liability Litigation , MDL No. 3092 (N.D. Oh.) (the "Dental MDL").

Dental MDL Schedule A Plaintiffs: one complaint filed in the Dental MDL on June 14, 2024 attached a schedule of nearly 10,000 plaintiffs (the Schedule A Plaintiffs ). The parties negotiated a tolling agreement for the Schedule A Plaintiffs that would permit plaintiffs counsel additional time to investigate issues such as whether any Indivior product was used before determining whether to file individual complaints to be coordinated with the Dental MDL. Plaintiffs have been dismissing Schedule A claimants pursuant to a mechanism provided by the court. As of July 24, 2026, the plaintiffs had reduced the number of Schedule A claimants to approximately 4,854 .

1 unchanged paragraph

Note 14: Restructuring 9 changes

The following table summarizes restructuring activity related to major initiatives as part of Phase I of the Indivior Action Agenda Generate Momentum for the six nine months ended June September 30, 2026:

Contract termination and related expenses, and impairment of long-lived assets Severance, legal, consulting, and other corporate initiative transition costs Total

Liability as of December 31, 2025 $ 18 $ 36 $ 54

Restructuring charges 8 8 16

Cash payments ( 8 ) ( 31 ) ( 38 )

Non-cash charges ( 8 ) ( 8 )

Liability as of September 30, 2026

Cumulative restructuring charges incurred since the inception of the program were $ 143 million as of September 30, 2026, of which $ 16 million was recognized during the nine months ended September 30, 2026. $ 8 million of restructuring charges were recognized within research and development expenses and consisted of the impairment of long-lived assets. The remaining $ 8 million of restructuring charges were recognized within selling, general and administrative expenses and primarily related to severance, legal, consulting, and other corporate initiative transition costs. During the three months ended September 30, 2026, approximately $ 2 million of legal, consulting and other costs were recognized, as well as $ 1 million of severance costs related to an additional ROW market exit. No significant additional costs related to this initiative are expected to be incurred.

During the three months ended June 30, 2026, the Company initiated a restructuring initiative primarily related to the decision to cease Phase 3 development of INDV-6001 and to not advance

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Note 15: Subsequent Events 10 changes

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On August 1, 2026, Indivior Pharmaceuticals, Inc., a Delaware corporation ( Indivior ) and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior ( Merger Sub ), entered into an Agreement and Plan of Merger (the Merger Agreement ) with Supernus Pharmaceuticals, Inc., a Delaware corporation (prior to the effective date, Supernus ). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Supernus (the Merger ), with Supernus continuing as the surviving company and a wholly owned subsidiary of Indivior following the transaction. As a result of the Merger, Indivior will be renamed Supernus Pharmaceuticals, Inc. (subsequent to the effective date, the Combined Company ).

Subject to the terms and conditions of the Merger Agreement, at the Effective Time of the Merger (the Effective Time ) and as a result of the Merger, each share of common stock of Supernus issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.5401 shares of common stock of Indivior. Additionally, at the Effective Time and as a result of the Merger, outstanding Supernus equity awards will be automatically converted into Indivior equity awards on the same vesting schedule and other terms and conditions as existed prior to such conversion. The conversion of such equity awards will occur at the same exchange ratio as applies to Supernus common stock in the Merger; the exercise price of converted Supernus stock options will also be correspondingly adjusted.

Upon completion of the Merger, Indivior stockholders are expected to own approximately 56.5 % of the Combined Company on a fully diluted basis and Supernus stockholders will own approximately 43.5 % of the Combined Company on a fully diluted basis.

Prior to the Effective Time of the Merger and subject to the terms and conditions of the Merger Agreement, Indivior will declare a special cash dividend in an aggregate amount of $ 1,000 million, which will be payable to (i) holders of record of the issued and outstanding Indivior Common Stock as of a record date immediately prior to the Effective Time of the Merger 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. Under certain limited circumstances where debt financing is unavailable, 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 $ 530 million dividend payment right, to be payable on the first anniversary of the closing date.

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.

Pursuant to the terms of the Merger Agreement, as of the Effective Time of the Merger, (i) the board of directors of Combined Company will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time of the merger and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time of the Merger; (ii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company board; and (iii) Timothy C. Dec will serve as Chief Financial Officer.

The transaction is expected to close in the fourth quarter of 2026, subject to approval by both companies stockholders and customary closing conditions and regulatory approvals. In connection with a termination of the Merger Agreement in certain limited circumstances, Indivior could be required to pay a termination fee to Supernus in the amount of $ 174 million and Supernus could be required to pay a termination fee to Indivior of $ 101 million.

Indivior Pharmaceuticals, Inc.

On October 15, 2026, at a special meeting of Indivior's stockholders, the stockholders approved the issuance of shares of common stock of Indivior (par value $ 0.001 per share) in connection with the proposed merger. Also on October 15, 2026, Supernus stockholders approved certain proposals related to the merger. These approvals were conditions to the consummation of the merger.

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.

MD&A 76 changes

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Corporate initiatives during the three months ended June 30, 2026 included the recognition of severance of approximately $6 million, including approximately $5 million associated with the decisions not to advance the two research and development pipeline programs.

In February 2026, the Company announced a share repurchase program of up to $400 million with a term of up to 18 months. During the three months ended March 31, 2026, the Company repurchased 3,974,153 shares of its common stock at an average price of $31.45 per share for total consideration of $125 million. During the three months ended June 30, 2026, the Company repurchased 4,664,540 shares of its common stock at an average price of $37.52 for total consideration of $175 million. Indivior has $100 million remaining under the share repurchase program which it intends to utilize opportunistically.

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 74% 75% and 74% of our net revenue for the three and six nine months ended June September 30, 2026, respectively, and 69% 70% and 68% 69% for the three and six nine months ended June September 30, 2025, respectively. Other buprenorphine-based sublingual products accounted for 25% 24% and 25% of our net revenue for the three and six nine months ended June September 30, 2026 and 27% 26% and 29% 28% of our net revenue for the three and six nine months ended June 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 June September 30, 2026 and 2025, respectively, according to data from Symphony Health.

On August 1, 2026, the Company entered into an Agreement and Plan of Merger with Supernus. Pursuant to the Merger Agreement, and subject to approval of 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. (which Indivior will change its name to Supernus, Inc. following the transaction. We expect the transaction to close during the fourth quarter of 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.

During As disclosed in the six months ended June 30, 2026, second quarter, Indivior made the decision to cease ceased Phase 3 development of INDV-6001 and also is not advance advancing INDV-2000 internally. The Company is not currently pursuing any pipeline activities.

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Three Months Ended June 30, Six Months Ended June 30,

Rest of the World 43 46 (7) % 88 90 (2) %

Net revenue $ 343 $ 302 14 % $ 660 $ 568 16 %

Net revenue growth for the three and six nine months ended June 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

OPVEE 8 (100) % 0 8 (99) %

Rest of the World 48 47 4 % 136 137 %

Net revenue $ 356 $ 314 13 % $ 1,016 $ 881 15 %

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Rest of the World net revenue. In the three and six months ended June 30, 2026, net revenue attributable to Rest of the World decreased by $3 million and $2 million, respectively, as compared to the same periods of 2025, reflecting the exit from certain non-U.S. markets, and we expect this trend to continue.

Total net revenue increased by $41 $42 million, or 14%, 13%, and $92 $134 million, or 16%, 15%, in the three and six nine months ended June September 30, 2026, respectively, as compared to the same periods of 2025. U.S. net revenue increased by $45 $40 million, or 17%, 15%, and $95 $135 million, or 20%, 18%, in the three and six nine months ended June 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 oth er offsets to gross revenues are reflected in net revenue.

U.S. net revenue The U.S. is our largest market. Rebates, discounts and returns and oth er offsets to gross revenues are reflected in net revenue. U.S. net revenue from SUBLOCADE increased by $42 $49 million, or 22%, 24%, and $97 $146 million , or 27%, 26%, in the three and six nine months ended June 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 price/mix in both periods. Dispense unit volume grew 18% and 19% in the three 17% and six months ended June 30, 2026, respectively, as compared to the corresponding 2025 periods. U.S. net revenue from other products increased by $2 million 18% in the three months ended June 30, 2026, and decreased by $2 million in the six nine months ended June 30, 2026, compared with the same periods of 2025. Both periods benefited from favorable Film gross-to-net adjustments, offset by a decline in U.S. Film category share.

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.

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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 six nine months ended June September 30, 2026 and 2025:

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Current period 814 758

Prior period (64) (45)

Payments and credits (721) (566)

Current period 1,225 1,139

Prior period (97) (60)

Payments and credits (1,161) (1,028)

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Three Months Ended June 30, Six Months Ended June 30,

Cost of sales $ 50 $ 52 (3) % $ 90 $ 96 (6) %

Selling, general and administrative 122 158 (23) % 245 291 (16) %

Research and development 12 21 (42) % 28 43 (35) %

Total operating expenses 134 179 (25) % 273 334 (18) %

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 $613 $552 million as of June September 30, 2026, from $712 $616 million as of June September 30, 2025, primarily due to the timing of rebate invoicing, and payments Accrued rebates and product returns and prompt pay discounts were higher in recognition of prior period benefits. A majority of the prior-year $97 million prior period ending June 30, 2025, primarily due benefit relates to the timing of payment Medicaid prior quarter adjustments. An additional one quarter of government rebates resulting this benefit results from the late receipt and processing of invoices. 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.

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) %

Selling, general and administrative 119 154 (23) % 364 445 (18) %

Research and development 5 33 (84) % 33 76 (56) %

Litigation settlement expenses (1)

Total operating expenses 125 187 (33) % 398 521 (24) %

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Net interest (income) expense (1) 10 (107) % 3 17 (81) %

$ 38 $ 44 NM $ 65 $ 56 NM

Cost of sales . Cost of sales decreased $2 million , or 3% , and $6 million , or 6% , in the three and six months ended June 30, 2026 as compared to the same periods of 2025. The decrease was primarily attributable to a prior-year $10 million SUBLOCADE inventory write-down in the three and six months of 2025. For the year-to-date period, cost of sales reflected a benefit of approximately $5 million related to revenue recognized on inventory fully written down in prior periods with no associated cost of sales in the current year. These favorable impacts were partially offset by approximately $2 million of inventory provisions recorded in the three and six months ended June 30, 2026 related to market exit activities, and the effect of SUBLOCADE growth.

Net interest (income) expense (2) 6 (127) % 2 23 (93) %

$ 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 85% 86% and 86% in the three and six nine months ended June September 30, 2026, respectively, as compared to 83% 73% and 83% 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 $36 $35 million , or 23% , and $46 $80 million , or 16% 18% , in the three and six nine months ended June 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 $4 $14 million and $25 million in each of the three month periods and nine months ended June September 30, 2026 and 2025, and $10 , respectively, compared to $22 million and $5 $28 million i n the six month prior-year periods. ended June 30, 2026 and 2025, respectively. The overall decrease was primarily driven by headcount reductions and other cost savings related to corporate initiatives implemented in 2025 and 2026 .

Research and development expenses . Research R esearch and development expenses decreased by $9 million, or 42%, and $15 million, or 35%, costs in the three and six nine months ended June September 30, 2026 decreased by $27 million and $42 million, respectively, as compared to the same periods of 2025. Research and development expenses in The three and six months ended June 30, 2026 included $6 million and $14 million, respectively, of real estate consolidation and severance costs . Excluding these impacts, lower research and development costs in the three and six months ended June 30, 2026 decrease reflected reduced research and the cessation of pipeline development activities, and including decisions earlier in the year to cease discontinue Phase 3 development of INDV-6001 and not advance INDV-2000 internally. The Company is not currently pursuing any pipeline activities and, as a result, research Real estate consolidation and development severance costs are expected to continue of $13 million were recognized in the nine months ended September 30, 2026, compared to decrease $13 million in future periods. 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 six nine months ended June 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 $1 $2 million for the three months ended June September 30, 2026 and net interest expense was $3 $2 million for the six nine months ended June September 30, 2026 as compared to net interest expense of $10 $6 million and $17 $23 million for the three and six nine months ended June 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 $38 $45 million and $65 $109 million in the three and six nine months ended June September 30, 2026 resulted in an effective tax rate of 24% 25% and 23%, 24%, respectively, primarily driven by a 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 expense benefit of $44 $5 million and $56 income tax expense of $50 million in the three and six nine months ended June September 30, 2025, resulted in an effective tax rate of 71% (14%) and 46%, 32%, respectively. primarily driven 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 on a U.K. for an HMRC settlement. which became probable during the quarter, U.K. global minimum top-up tax, share based compensation shortfall tax expense and a valuation allowance against corporate interest limitation carryforwards, partially offset by U.K. innovation deductions and intragroup financing transactions.

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Short-term borrowings

Long-term borrowings

Six Months Ended June 30,

Current portion of long-term debt 1

Long-term debt, less current portion 1

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

Nine Months Ended September 30,

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Net cash provided by operating activities was $220 $317 million during the six nine months ended June September 30, 2026, compared to $233 $194 million in the same period of 2025, a decrease an increase of $13 $123 million. Net cash provided by operating activities in the six nine months ended June 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 six nine months ended June September 30, 2025 primarily reflected cash generated from operations. and also benefited from the timing of receipt of approximately $120 million in government rebate invoices that were unpaid at June 30, 2025, partially offset by $65 million in litigation settlement payments.

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Net cash used in investing activities was $27 $41 million and $22 $42 million in the six nine months ended June September 30, 2026 and 2025, respectively, an increase a decrease of $4 $1 million. driven In both periods, net cash used in investing activities was primarily driven by higher capital expenditures related to the new Raleigh, North Carolina manufacturing facility. in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

An additional Approximately $10 million to $15 million of capital expenditures are expected to be incurred in the second half fourth quarter of 2026, primarily related to the Raleigh, North Carolina manufacturing facility.

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Our current liabilities exceed our current assets by $142 million and total liabilities exceed our total assets by $208 million . The Company sustains negative working capital because of the timing of rebate payments relative to the collection of accounts receivable.

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. For additional discussion of this matter, see Note 15. Subsequent Events .

Net cash used in financing activities in the six nine months ended June September 30, 2026 was $166 million, as compared to $22 $25 million in the same period of 2025. The change was primarily driven by $292 million higher cash outflows for shares repurchased and canceled, of $292 million, 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 six nine months ended June September 30, 2026.

During the six nine months ended June 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 six nine months ended June 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.

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.

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, milestone payments, income taxes, debt repayments and other funding requirements, for at least the twelve-month period following the issuance of this Form 10-Q. T he 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 .

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Purchases of property and equipment were $27 $41 million and $22 $42 million for the six nine months ended June September 30, 2026 and 2025, respectively. The Company s capital expenditures primarily reflect investments in the new Raleigh, North Carolina manufacturing facility for SUBLOCADE.

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Our contractual obligations as of June 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. and contractual milestones. Refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2025. 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 six nine months ended June 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.

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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 June 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.

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Controls and procedures 2 changes

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Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded the disclosure controls and procedures of Indivior Pharmaceuticals, Inc. were effective as of June September 30, 2026.

1 unchanged paragraph

No change in the Company s internal control over financial reporting ("ICFR", as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the quarter ended June September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company s ICFR.

Risk factors 22 changes

Risks Related to the Pending Merger with Supernus

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on our business.

The completion of the merger is subject to a number of conditions, including, among other things, the receipt of the Indivior stockholder approval and the Supernus stockholder approval and receipt of certain regulatory approvals, which make the completion and timing of the merger uncertain. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the merger will be satisfied or waived or that the merger will be completed.

If the merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the merger, will be subject to a number of risks, including the following:

the market price of our common stock could decline;

We could owe a substantial termination fee to Supernus party in specified circumstances;

time and resources, financial and other, committed by our management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities;

we may experience negative reactions from the financial markets or from its customers, suppliers or employees; and we will be required to pay its costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed.

In addition, if the merger is not completed, we could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against us to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results and stock price.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the merger and could materially and adversely impact our ongoing business, financial condition, financial results and stock price following the completion of the merger.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Indivior s or Supernus s stock price.

Upon completion of the merger, each issued and outstanding share of Supernus common stock will be converted into the right to receive the merger consideration, which is equal to 1.5401 shares of Indivior common stock. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Indivior common stock or Supernus common stock.

It is impossible to accurately predict the market price of Indivior common stock at the completion of the merger and, therefore, impossible to accurately predict the market value of the shares of Indivior common stock that Supernus stockholders will receive in the merger. The market price for Indivior common stock or Supernus common stock may fluctuate both prior to the completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Indivior s or Supernus s products, changes in laws and regulations, other changes in Indivior s and Supernus s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond our control. As a result, the market value represented by the exchange ratio will also vary.

Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the merger or otherwise, which could negatively affect our revenues, earnings and/or cash flows, as well as the market price of our common stock, regardless of whether the merger is completed.

Under the terms of the merger agreement, each of Indivior and Supernus is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect our ability to execute certain of its business strategies, including the ability in certain cases to modify or terminate contracts, acquire or dispose of assets, incur indebtedness, pay dividends, incur capital expenditures or settle claims. Such limitations could adversely affect our business and operations prior to the completion of the merger.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

Following the merger, the composition of the combined company board of directors will be different than the composition of the current Indivior Board or the current Supernus Board.

Upon completion of the merger, the board of directors of the combined company will consist of eight directors, including four directors designated by Indivior and four directors designated by Supernus. This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

Even if we complete our proposed merger with Supernus, we may fail to realize the anticipated benefits.

No assurance can be given that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the Merger will be realized or, if realized, may be realized more slowly than expected. Further, inherent in transactions such as these are the risks relating to the integration of the two businesses.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in the Company s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by Part II, Item 1A, Risk Factors, of the Company s Quarterly Report Reports on Form 10-Q for the quarterly period periods ended March 31, 2026 except that we add and June 30, 2026, and the following risk factor: Company's definitive joint proxy statement/prospectus filed with the SEC on September 11, 2026, as supplemented October 6, 2026.

Unregistered sales of stock 4 changes

(c) Shares of common stock repurchased by the Company during the quarter ended June September 30, 2026, were as follows:

3 unchanged paragraphs

(1) The $37.52 average price paid per share represents the average price paid across the accelerated share repurchase program that was initiated in May 2026 and completed in June 2026.

Maximum number of shares that may yet be purchased under the plans or programs (2) (1)

(2) (1) Amounts in this column are in millions. In February 2026, the Board of Directors authorized a share repurchase program of up to $400 million. During the quarter ended March 31, 2026, the Company repurchased $125 million of common stock under the program, leaving $275 million available as of March 31, 2026. During the quarter ended June 30, 2026, the Company repurchased an additional $175 million of common stock pursuant to an accelerated share repurchase agreement under the program. As of June September 30, 2026, $100 million remained available for future repurchases under the program.