Indivior Pharmaceuticals, Inc.

This proxy statement is furnished to shareholders of Indivior Pharmaceuticals, Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”). In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Indivior,” the “Company,” “our,” “we” or “us” refers to Indivior Pharmaceuticals, Inc. and its subsidiaries, including its predecessor Indivior PLC. The Notice will first be mailed to shareholders on or about March 27, 2026. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

About Indivior

Our Purpose, Mission, and Vision

The purpose of our business is to transform the lives of millions of people who suffer from opioid use disorder (“OUD”) through advocacy, innovation, and evidence-based treatments. By addressing the stigma around addiction and through shaping access to treatments and building an infrastructure of advocacy, we help people receive the support they need, when they need it.

To fulfill our vision of long-term recovery for every person living with OUD, we foster a thriving workplace, support the communities where we operate, and remain mindful of our impact on the planet. By maintaining strong governance and high ethical standards across our operations, including our global supply chain, we demonstrate a commitment to responsible business practices. We follow through on this by being transparent about our enterprise risk management, operations, and supply chain with comprehensive and accurate information.

2025 Business Highlights

Corporate Governance Highlights

During fiscal year 2025 (“FY25”), we were incorporated under the laws of England and Wales. Effective January 26, 2026, we completed our re-domiciliation from the U.K. to the U.S., and we are now incorporated as Indivior Pharmaceuticals, Inc., a Delaware corporation.

In anticipation of our domicile change, we took actions during 2025 to bring our approach to corporate governance, director compensation, and executive compensation in line with U.S. market practices for U.S.-listed companies of a similar size and profile.

The Board and management are committed to the highest standards of corporate governance. The table below highlights our corporate governance practices:

Executive Compensation Highlights

Our executive compensation program is designed to closely align pay with performance, reinforce long-term value creation, and support the successful execution of our strategic priorities following our re-domiciliation to the United States. The compensation committee emphasizes a pay-for-performance philosophy, with a significant portion of each named executive officer’s total compensation tied to the achievement of clearly defined financial, operational, shareholder return and market-based objectives.

Key features of our program include a balanced mix of fixed and at-risk compensation, with long-term equity incentives representing the largest component of total compensation for senior executives. Equity awards are structured to promote sustained share price appreciation, executive retention and alignment with shareholder interests through performance-based vesting and multi-year measurement periods.

The compensation committee exercises active oversight and informed judgment, considering Company performance, individual contributions, peer and market data, and evolving U.S. governance and compensation practices. The compensation committee is supported by an independent compensation consultant and maintains robust risk-mitigation features, including stock ownership guidelines, anti-hedging and anti-pledging policies, and a clawback policy applicable to incentive compensation.

Board of Directors Overview

Board Independence, Tenure and Age as of the Record Date

7 of 8 board members are independent

Board Skills and Experience Matrix

Our Board is comprised of highly qualified leaders in their respective fields, and as a group possesses a deep and broad set of skills, contributions, backgrounds, perspectives, and experiences that facilitate strong oversight and strategic direction for a pioneering pharmaceutical company. Our Board and the Nominating & Corporate Governance Committee believe the skills, contributions, backgrounds, and experiences of our directors provide us not only with a wide range, but also the appropriate mix of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

The following chart summarizes the competencies and background of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography. The absence of a check mark below does not necessarily mean the director does not possess that skill or experience, instead these are the skills and experiences most considered by the Nominating & Governance Committee and the Board in making nomination decisions and as part of the board succession planning process.