Indivior Pharmaceuticals, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Dear Fellow Shareholders,

2025 was a transitional year for Indivior marked by the implementation and execution of the Indivior Action Agenda, a three-phased, multi-year operational roadmap intended to maximize the potential of our business and make a positive difference in the lives of people living with opioid use disorder (OUD) while creating value for our shareholders.

During the year, we made significant progress against the Indivior Action Agenda, including successfully completing Phase I – Generate Momentum – and also delivering against our financial commitments. We sharpened our focus on our highest growth opportunity, U.S. SUBLOCADE®, established our “go-forward” operating model, and strengthened our financial profile, positioning us to enter Phase II – Accelerate – at the start of 2026.

Strong Performance in a Transition Year

Indivior delivered solid financial and operational results in 2025. Total net revenue increased 4% year-over-year to $1.24 billion, driven primarily by strong SUBLOCADE performance. SUBLOCADE net revenue grew 13% year-over-year to a record $856 million, driven by label enhancements, increased investments in marketing, and improved commercial execution.

The actions we took to simplify the organization and prioritize U.S. SUBLOCADE growth significantly improved our cash generation and profitability. We delivered GAAP net income of $210 million in 2025, a 30x increase from 2024. Adjusted EBITDA 1 increased 20% year-over-year to a record $428 million with EBITDA margin improvement of 500 basis points to 35%.

Importantly, we strengthened our financial profile by resolving the legacy DOJ matter, thereby eliminating a significant future liability. We ended the year with a strong balance sheet, net leverage of 0.7x, and capital deployment optionality to create long-term shareholder value.

U.S. SUBLOCADE: A Durable Growth Driver

U.S. SUBLOCADE is the cornerstone of Indivior’s growth strategy. It is the first and #1 prescribed long-acting injectable treatment for moderate to severe OUD and the only monthly long-acting injectable indicated for rapid initiation. To date, more than 500,000 people with OUD have been prescribed SUBLOCADE.

In 2025, we generated momentum for U.S. SUBLOCADE through label enhancements, increased marketing investments, and improved commercial execution. We delivered strong dispense unit growth, achieved significant growth in new patient starts, expanded the breadth and depth of the prescriber base, and stabilized SUBLOCADE’s category share of long-acting injectables and new patient share in the U.S. in the mid-70% range. We also launched our new direct to consumer (DTC) campaign, “Move Forward in Recovery,” which is designed to emotionally and authentically engage people living with OUD and drive awareness of SUBLOCADE as a treatment option. We believe the fundamentals for SUBLOCADE are strong, and the brand is poised to accelerate in 2026.

1 Adjusted EBITDA is a financial measure not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) that represents GAAP net income adjusted to exclude interest expense, interest income, income tax expense or benefit, depreciation and amortization, as well as share-based compensation and other adjustments reflecting changes in our business that do not represent ongoing operations. A reconciliation to the most directly comparable GAAP measure is available in the Annex that appears at the end of this proxy statement.

We believe long-acting injectables remain underutilized, representing a significant opportunity. We expect laser focus on improving commercial execution, sustained investments in patient education and activation, and efforts to advance state and federal policies that support greater treatment access will drive the acceleration of SUBLOCADE and growth of the long-acting injectable category.

A Simplified, Focused Operating Model

A critical accomplishment in 2025 was the simplification of our organization. We took decisive actions to streamline our cost structure, prioritize resources, and establish a clear “go forward” operating model. This discipline translated into stronger margins and improved cash flow.

Entering Phase II: Accelerate

We entered Phase II – Accelerate – on January 1, 2026. We expect to accelerate SUBLOCADE dispense unit growth and net revenue throughout 2026 and immediately grow adjusted EBITDA and cash flow at a faster rate. Our increased cash flow and strong financial position will enable us to strategically deploy capital to create value for our shareholders.

Our confidence in the business is reinforced by the authorization of a $400 million share repurchase program announced earlier this year. Our capital deployment priorities are threefold: manage our debt, opportunistically deploy our $400 million share repurchase program, and evaluate potential business development opportunities to acquire the next commercial stage growth drivers as we earn our way to Phase III of the Indivior Action Agenda – Breakout.

Purpose and Performance

I am encouraged by the progress we made against the Indivior Action Agenda in 2025. I want to thank our employees for their dedication, resilience, and focus during a year of significant transition and growth. Their efforts resulted in the successful completion of Phase I – Generate Momentum – and enabled us to enter Phase II – Accelerate – in a position of strength.

I also want to thank our shareholders for your continued trust and support. The actions we took in 2025 reinforced our foundation, improved our financial profile, and generated a clearer path to sustained value creation.

In 2026, we are focused on executing on Phase II – Accelerate – to create long-term value for our shareholders as we work towards becoming a leading, diversified specialty pharmaceutical company committed to making a positive difference in the lives of people through the commercialization of differentiated medicines.

Sincerely,

Joe Ciaffoni

Chief Executive Officer

10710 Midlothian Turnpike, Suite 125● North Chesterfield, VA 23235● indivior.com ● (804) 379-1090

Notice of 2026 Annual Meeting of Shareholders of Indivior Pharmaceuticals, Inc.

How to Vote

YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with your control number and follow the instructions.

You can find more information, including with respect to each proposal, in the attached proxy statement. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/INDV2026, where you will be able to listen to the Annual Meeting live, submit questions, and vote. The list of shareholders entitled to vote at the Annual Meeting will be available for examination at the Annual Meeting by shareholders for any purpose germane to the Annual Meeting, or upon request, 10 days prior to the Annual Meeting at our principal executive office, 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235. Please read the enclosed information carefully before submitting your proxy.

By Order of the Board of Directors,

Alice Givens

Company Secretary

North Chesterfield, Virginia

March 27, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2026

Instead of mailing a printed copy of our proxy materials to all of our shareholders, we provide access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about March 27, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on March 18, 2026, the record date for the Annual Meeting. Copies of this proxy statement, the form of proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) are available without charge at www.proxyvote.com (a site that does not have "cookies" that identify visitors to the site), by telephone at 800.579.1639, by email to sendmaterial@proxyvote.com, or by notifying our Company Secretary, in writing, at Indivior Pharmaceuticals, Inc., 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235.

Important Cautionary Note Regarding Forward-Looking Statements:

This proxy statement contains certain statements that are forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, among other things, express and implied statements regarding: our financial guidance including with respect to net revenue, SUBLOCADE net revenue, and Adjusted EBITDA; expected annual operating expenses; and other statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," “strategy,” “target,” “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.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and only express management’s beliefs regarding future results or events which, by their nature, are inherently uncertain and outside of management’s control or prediction. Actual results may differ materially from those expressed or implied in these forward-looking statements due to a number of factors, including: lower than expected future sales of our products; greater than expected impacts from competition; regulatory or legal matters; unanticipated costs including the effects of potential tariffs and potential retaliatory tariffs; whether we are able to identify efficiencies and fund additional investments that we expect to generate increased revenues, and the timing of such actions. 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, and 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. Forward-looking statements contained in this report speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether due to new information, or to reflect events or developments that occur after the date the statement was made.

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