Indivior Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 15. Exhibits and Financial Statement Schedules
a)
- Financial Statements: The following financial statements for Indivior are included in Item 8, Financial Statements and Supplementary Data:
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB Firm 238)
- Financial Statement Schedules: The following financial statement schedule is attached to this report.
Schedule I – Condensed Financial Information of the Registrant
All other schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.
- Exhibits: Certain of the following Exhibits have been previously filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference.
| Exhibit No. | Description |
| 3.1 | Certificate of Incorporation of Indivior Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed January 26, 2026). |
| 3.2 | Bylaws of Indivior Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.2 to current report on Form 8-K filed January 26, 2026). |
| 4.2 | Description of Securities registered under Section 12 of the Exchange Act (incorporated by reference to Item 8.01 of current report on Form 8-K filed January 26, 2026). |
| 10.1† | Note Purchase Agreement, first made as of November 4, 2024, by and among by and among RBP Global Holdings Limited, Indivior Global Holdings Limited, Piper Sandler Finance LLC, as Administrative Agent and the lenders from time to time party thereto, as amended by that certain First Amendment to Note Purchase Agreement effective January 26, 2026 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed January 26, 2026). |
| 10.2 | Stipulated Order for Permanent Injunction and Equitable Monetary Relief in the United States District Court for the Western District of Virginia, Abingdon, between the Federal Trade Commission and Indivior Inc. entered November 20, 2020 (incorporated by reference to Exhibit 4.5 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.3 | Final Judgment and Dismissal with Prejudice with Attorneys General of 41 states and the District of Columbia in Antitrust MDL made June 2, 2023 (incorporated by reference to Exhibit 4.25 to Annual Report on Form 20-F filed March 6, 2024). |
| Exhibit No. | Description |
| 10.4 | Settlement Agreement among Indivior Inc. and a class of direct purchasers made October 22, 2023 (incorporated by reference to Exhibit 4.26 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.5 | Lease of Land and Buildings at Dansom Lane, Hull HU8 7DS, by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 1, 2014 (incorporated by reference to Exhibit 4.7 to registration statement on Form 20-F filed May 23, 2023). |
| 10.6† | Master Development and Supply Agreement effective the August 1, 2023 by and between Curia New Mexico, LLC and Indivior U.K. Limited (incorporated by reference to Exhibit 4.17.2 to Annual Report on Form 20-F filed March 6, 2024). |
| 10.7.1† | Commercial Exploitation Agreement by and between Aquestive Therapeutics (f/k/a MonoSol Rx), LLC, Reckitt Benckiser Pharmaceuticals Inc., and Indivior UK Limited dated August 15, 2008 (as amended on August 19, 2009, November 13, 2009, March 30, 2010, October 13, 2010, December 15, 2010, December 9, 2011, December 1, 2012, October 14, 2013 (by Addendum A), July 30, 2014 (by Addendum B), January 12, 2017, November 25, 2019, December 29, 2020, and March 2, 2023)(incorporated by reference to Exhibit 4.15.1 to registration statement on Form 20-F filed May 23, 2023). |
| 10.7.2† | Supplemental Agreement by and between MonoSol Rx, LLC, Indivior Inc., and Indivior U.K. Limited, dated September 24, 2017 (incorporated by reference to Exhibit 4.15.2 to registration statement on Form 20-F filed May 23, 2023). |
| 10.8.1† | Copacker Supply Agreement by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 23, 2014 (incorporated by reference to Exhibit 4.14.1 to registration statement on Form 20-F filed May 23, 2023). |
| 10.8.2† | First Amendment to Copacker Supply Agreement Reckitt Benckiser Healthcare (U.K.) Limited and Indivior U.K. Limited, formerly known as RB Pharmaceuticals Limited, as amended and restated on March 29, 2019 (incorporated by reference to Exhibit 4.14.2 to registration statement on Form 20-F filed May 23, 2023). |
| 10.9† | Master Packaging and Supply Agreement effective as of October 1, 2023 by and between Sharp Packaging Services, LLC, Indivior Inc., and Indivior U.K. Limited (incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K filed March 3, 2025). |
| 10.10* | Rules of the Indivior PLC Long-Term Incentive Plan (incorporated by reference to Exhibit 4.9 to registration statement on Form 20-F filed June 5, 2023). |
| 10.11* | Rules of the Indivior 2024 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K filed March 3, 2025. |
| 10.12.1* | Indivior Pharmaceuticals, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.1 to current report on Form 8-K filed January 26, 2026). |
| 10.12.2* | Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Indivior Pharmaceuticals, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.2 to current report on Form 8-K filed January 26, 2026). |
| 10.12.3* | Form of Restricted Stock Unit Award Agreement under Indivior Pharmaceuticals, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.3 to current report on Form 8-K filed January 26, 2026). |
| 10.12.4* | Form of Performance Stock Unit Award Agreement under Indivior Pharmaceuticals, Inc. 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.4 to current report on Form 8-K filed January 26, 2026). |
| 10.13* | Indivior Pharmaceuticals, Inc. Amended and Restated U.S. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to current report on Form 8-K filed January 26, 2026). |
| 10.14* | Amended and Restated Indivior U.K. Savings Related Share Option Plan (incorporated by reference to Exhibit 10.4 to current report on Form 8-K filed January 26, 2026). |
| Exhibit No. | Description |
| 10.15* | Rules of the Indivior Group Deferred Bonus Plan (incorporated by reference to Exhibit 99.4 to registration statement on Form S-8 filed October 24, 2024). |
| 10.16* | Omnibus Amendment to the Indivior 2024 Long-Term Incentive Plan, Indivior Long-Term Incentive Plan, Indivior Group Deferred Bonus Plan 2018 and Indivior U.K. Savings Related Share Option Plan (incorporated by reference to Exhibit 10.3 to current report on Form 8-K filed January 26, 2026). |
| 10.17* | Indivior Pharmaceuticals, Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to current report on Form 8-K filed January 26, 2026). |
| 10.18* | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed January 26, 2026). |
| 10.19* | Form of Executive Confidentiality, Proprietary Rights and Non-Competition Agreement, (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed March 3, 2025). |
| 10.20* | Employment Agreement with Joseph Ciaffoni made March 3, 2025 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed March 4, 2025). |
| 10.21.1* | Employment Agreement with Mark Crossley made as of June 29, 2020 (incorporated by reference to Exhibit 10.23.1 to Annual Report on Form 10-K filed March 3, 2025). |
| 10.21.2* | Amendment to Employment Agreement with Mark Crossley made as of April 25, 2024 (incorporated by reference to Exhibit 10.23.2 to Annual Report on Form 10-K filed March 3, 2025). |
| 10.21.3* | Separation Agreement by and between Indivior, Inc. and Mark Crossley as of March 2, 2025 (incorporated by reference to Exhibit 10.23.3 to Annual Report on Form 10-K filed March 3, 2025). |
| 10.22.1* | Employment Agreement dated as of January 1, 2025 by Indivior, Inc. and Ryan Preblick (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 22, 2025). |
| 10.22.2* | Confidentiality, Proprietary Rights and Non-Competition Agreement entered into as of January 1, 2025 by Indivior, Inc. and Ryan Preblick (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed August 22, 2025). |
| 10.23*# | Employment Agreement dated as of June 2, 2025 by Indivior, Inc. and Patrick A. Barry. |
| 10.24*# | Employment Agreement dated as of January 1, 2015 by Reckitt Benckiser Pharmaceuticals, Inc. and Christian Heidbreder. |
| 10.25*# | Employment Agreement dated as of December 6, 2021 by Indivior Inc. and Jeff Burris. |
| 10.26* | Form of Non-Executive Director Letter of Appointment (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed July 31, 2025). |
| 19.1 | Indivior Pharmaceuticals, Inc. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Current Report on Form 8-K filed January 26, 2026). |
| 21.1# | Subsidiaries of the Registrant |
| 23.1# | Consent of PricewaterhouseCoopers LLP (U.S.) |
| 31.1# | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2# | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1# | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2# | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Indivior Pharmaceuticals, Inc. Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to Current Report on Form 8-K filed January 26, 2026). |
| 101.1# | Inline Interactive Data File |
| 101.INS# | Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| Exhibit No. | Description |
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104# | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
†Confidential treatment requested as to certain portions, which portions have been omitted
*Management Contract
#Filed herewith
Parent Company Information
Cash dividends and/or share repurchase programs, if any, would be made by the listed parent company. At December 31, 2025, that entity was Indivior PLC, whose primary source of income and cash flow is dividends and loans from its subsidiaries, which are restricted by our Note Purchase Agreement (see Item 8. Financial Statements—Audited Consolidated Financial Statements - Note 12. Debt). The Note Purchase Agreement contains customary negative covenants limiting these subsidiaries' ability to dividends, loans and other restricted payments, subject to certain exceptions and baskets. The stand-alone condensed financial statements of the Parent Company are presented below in accordance with SEC regulations when such restrictions exist. The 2024 and 2023 amounts have been adjusted to reflect the revision described in Note 19. Revision of Previously Issued Financial Statements. We currently anticipate we will retain future earnings for the operation, expansion and development of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.
Parent Company Condensed Statements of Net Income (Loss) and Comprehensive Loss
| Twelve Months Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Revenues | $— | $— | $— |
| Operating expenses | (34) | (34) | (32) |
| Operating loss | (34) | (34) | (32) |
| Equity earnings (losses) in subsidiaries | 238 | 35 | (101) |
| Loss before income taxes | 204 | 1 | (133) |
| Income tax benefit | 6 | 6 | 7 |
| Net income (loss) | 210 | 7 | (126) |
| Comprehensive loss | $216 | $1 | $(124) |
Parent Company Condensed Balance Sheets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | $2 | $7 |
| Amounts due from subsidiaries | 2 | 2 |
| Other current assets | 8 | 16 |
| Total current assets | 11 | 25 |
| Deferred tax assets | 12 | 13 |
| Total assets | 23 | 38 |
| Liabilities and stockholders' deficit | ||
| Current liabilities | ||
| Accounts payable | 15 | 19 |
| Amounts due to subsidiaries | 9 | 9 |
| Total current liabilities | 24 | 28 |
| Equity in net deficit of subsidiaries | 98 | 339 |
| Other non-current liabilities | — | 8 |
| Total liabilities | 121 | 375 |
| Stockholders' deficit | ||
| Common stock | 62 | 62 |
| Additional paid-in capital | 112 | 90 |
| Share repurchase commitment | — | (10) |
| Accumulated other comprehensive income | (30) | (36) |
| Accumulated deficit | (243) | (443) |
| Total stockholders' deficit | (98) | (337) |
| Total liabilities and stockholders' deficit | $23 | $38 |
Parent Company Condensed Statements of Cash Flow
| Twelve Months Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Net cash used in operating activities | $(31) | $(25) | $(58) |
| Cash flows from investing activities: | |||
| Dividends from subsidiaries | 40 | 190 | 83 |
| Net cash provided by investing activities | 40 | 190 | 83 |
| Cash flows from financing activities: | |||
| Proceeds from the issuance of common stock | 2 | 3 | 4 |
| Shares repurchased and canceled | (11) | (173) | (33) |
| Other | (5) | (22) | (22) |
| Net cash used in financing activities | (14) | (192) | (51) |
| Net (decrease) increase in cash and cash equivalents | (5) | (27) | (26) |
| Cash and cash equivalents at beginning of period | 7 | 34 | 60 |
| Cash and cash equivalents at end of period | $2 | $7 | $34 |
(1) Introduction and basis of presentation
The Parent Company financial statements have been prepared using the same accounting principles and policies as described in the notes to our Consolidated Financial Statements except for the investment in the subsidiaries are accounted for using the equity method of accounting. These condensed parent company financial statements are not the general-purpose financial statements of the reporting entity. These condensed financial statements of the Parent Company should be read in conjunction with the consolidated financial statements of Indivior PLC and its consolidated subsidiaries (the “Company”) and the notes thereto included in Item 8. Financial Statements—Audited Consolidated Financial Statements. These financial statements have been provided to comply with Rule 4-08(e) of Regulation S-X.
Use of Estimates
The use of estimates is inherent in the preparation of financial statements in accordance with generally accepted accounting principles. Actual results could differ from those estimates.
(2) Supplemental Disclosures of Cash Flow Information
The Parent Company receives dividends from its subsidiaries primarily to repurchase common stock and fund its operating costs. During the periods presented, the dividends received were in excess of current year equity in subsidiary earnings, and thus was considered to be a return of investment and is classified as a cash inflow from investing activities.
(3) Subsequent Events
In January 2026, Indivior Pharmaceuticals, Inc. became the ultimate parent company of Indivior PLC. Accordingly, any future cash dividends and/or share repurchase programs would be made by Indivior Pharmaceuticals, Inc., whose primary source of income and cash flow will also be dividends and loans from its subsidiaries and/or external financing, subject to the same restrictions of our Note Purchase Agreement.
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