Indivior Pharmaceuticals, Inc.

4. Income Tax

Income (loss) before income tax expense (benefit) by geographical area consisted of the following:

Income tax expense (benefit) consisted of the following:

In 2023, Finance (No. 2) Act 2023 (Pillar Two) was enacted in the U.K., introducing a global minimum effective tax rate of 15%. The legislation was also enacted in other jurisdictions in which the Company operates. The Pillar Two legislation was effective for the Company’s financial year beginning January 1, 2024. The Company performed an assessment exposure to Pillar Two income taxes and qualifies for one of the transitional safe harbors provided in territories with material pretax income in which it operates.

The following is a reconciliation of income tax expense with income taxes at the U.K. statutory rate:

1 The enacted U.K. Statutory Corporation Tax rate increased to 25.0% as of April 1, 2023, providing a blended rate of 23.5% for the year ended December 31, 2023.

Deferred Taxes

Significant components of the Company’s deferred tax assets and liabilities are as follows:

As of December 31, 2025, the Company had foreign tax credit carryforwards of $12 million, which if not used, will expire in 2031 through 2035, and R&D Credit carryforward of $5 million, which if not used, will expire in 2042 through 2045.

Valuation Allowances

As of December 31, 2025, 2024 and 2023, the Company had valuation allowances of $55 million, $47 million and $28 million, respectively.

A reconciliation of the beginning and ending valuation allowance was as follows:

Additions to valuation allowances of $8 million, $19 million, and $5 million for 2025, 2024 and 2023, respectively, were due to deferred tax assets recorded in connection with corporate interest expense restriction, impairments, net operating and capital losses in the U.K. and foreign tax credits in the U.S.

Unrecognized Tax Benefit

We are subject to income taxation in many jurisdictions. Unrecognized tax benefits reflect the differences between tax positions we have taken or expect to take on income tax returns and the amounts recognized in our financial statements. Resolution of the related tax positions with the relevant tax authorities may take many years to complete, and such timing is not entirely within our control.

The following table reconciles the beginning and ending amount of our gross unrecognized tax benefits that, if recognized, would impact the effective tax rate:

As of December 31, 2025, the Company accrued interest of $1 million, $1 million and $2 million for 2025, 2024 and 2023, respectively relating to its tax positions. For the years ended December 31, 2025, 2024 and 2023, interest expense relating to tax positions was $6 million, nil, and $1 million, respectively. As of December 31, 2025, the Company had accrued income tax penalties of $1 million, $1 million and $1 million for 2025, 2024 and 2023, respectively. For the years ended December 31, 2025, 2024 and 2023, expense related to income tax penalties wasnil, nil, and $1 million, respectively.

The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlement of ongoing tax audits and assessments and the expiration of applicable statutes of limitations.

Income Taxes Paid

Income taxes paid, net of (refunds) received, consisted of the following:

• The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.

Reinvestment of Unremitted Earnings

We consider foreign earnings of specific subsidiaries to be indefinitely reinvested. There is no deferred tax liability, recorded, if any on such amounts. If at some future date, the Company ceases to be permanently reinvested in these specific foreign subsidiaries, the Company may be subject to foreign withholding and other taxes on these undistributed earnings and may need to record a deferred tax liability for any outside basis difference on these specific foreign subsidiaries. At December 31, 2025, 2024 and 2023, we estimate the unrecorded, deferred tax liability to be $2 million for each of the respective years.

The withholding and other tax impact from the Company's decision to exit certain Rest of World markets in 2025 was not material.

Tax Return Examination Status

The Company files income tax returns in the U.K., U.S. and in various foreign, state and local jurisdictions. We are subject to tax audits in the various jurisdictions until the respective statutes of limitation expire. The Company is no longer subject to U.K. examinations by tax authorities for fiscal years before 2020 and U.S. federal income tax examinations by tax authorities for fiscal years before 2022. The current U.S. federal income tax examination covers 2023. U.K. and U.S. state and local audits are ongoing covering 2018-2023. Reasonably possible additional tax liabilities and interest that could arise on resolution of these examinations, is estimated to be in the range ofnil to $12 million.

5. Inventories

Inventories are comprised of:

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 December 31, 2025 and December 31, 2024, the noncurrent portion of inventory was $2 million and $10 million, respectively and consisted primarily of raw materials and consumables (see Note 19. Revision of Previously Issued Financial Statements).

In the year ended December 31, 2025, inventory write downs primarily consisting of $17 million related to the discontinuation of sales and marketing support for OPVEE, $10 million related to SUBLOCADE, and $7 million related to the exit from certain non-U.S. markets were recorded within cost of sales.

6. Property, Plant and Equipment, Net

A summary of property, plant and equipment is as follows:

The Company capitalizes interest expense, if material, as part of the cost of construction of property, plant and equipment. Interest expense capitalized in 2025 and 2024 was $5 million and $3 million, respectively.

Depreciation expense was $10 million, $12 million, and $7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Depreciation expense is included in cost of sales, research and development, and selling, general and administrative expenses within the Consolidated Statements of Operations.

Property, plant and equipment impairment charges related to the planned facility closures of $12 million were recognized in research and development expense within the Consolidated Statements of Operations in the year ended December 31, 2025. $8 million of property, plant, and equipment impairment charges were recognized in cost of sales in the year ended December 31, 2024.

Capital expenditures of $6 million and $9 million were included in accounts payable and accrued expenses at December 31, 2025 and December 31, 2024, respectively.

7. Goodwill and Intangible Assets

Acquired distribution rights for marketed products were fully amortized before 2022. Amortization of software is included in selling, general and administrative expenses within the Consolidated Statements of Operations and wasnil,$3 million, and $3 million in 2025, 2024 and 2023, respectively. In 2025, impairment of marketed products of $5 million was recorded related to the discontinuation of OPVEE sales and marketing support. The estimated annual amortization expense for intangible assets, before tax, for the next five years is not material.

8. Investments

The Company has investments in corporate debt securities which are initially recorded at fair value, plus or minus directly attributable transaction costs, and remeasured based on the intended holding period. Interest income on debt securities is included in interest income within the Consolidated Statements of Operations using the effective interest method. The Company’s investments are classified as held to maturity investments and reported at amortized cost. Realized gains or losses are reported in earnings. The following table summarizes the amortized cost and fair value of corporate debt securities, disaggregated by underlying investment contractual maturity:

Gross unrealized gains and gross unrealized losses were not material in 2025 or 2024.

At December 31, 2025 and 2024, $28 million and $27 million, respectively, of 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 non-current as access to the investments is subject to contractual restrictions through at least December 31, 2027, regardless of the underlying investment maturity.

Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations and as noted above for debt securities held by a separate cell of an insurance company. No impairment charges were incurred on any held-to-maturity securities in 2025, 2024 or 2023.

9. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include:

10. Leases

Operating lease expense was $12 million, $12 million, and $11 million, in 2025, 2024, and 2023, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities was $13 million in 2025, $13 million in 2024, and $11 million in 2023. Right-of-use assets recorded in exchange for executing new operating lease agreements were$5 million in 2025,$10 million in 2024, and$14 million in 2023.

Supplemental information related to leases is as follows:

Future lease payments for non-cancellable operating leases as of December 31, 2025, were as follows:

At December 31, 2025, the Company had no leases entered into that had not yet commenced.

11. Accrued Litigation Settlement Expenses

DOJ-Related

DOJ Resolution Agreement

In July 2020, the Company settled criminal and civil liability with the U.S. Department of Justice (DOJ), the U.S. Federal Trade Commission (FTC), and U.S. state attorneys general with aggregate payments of $600 million (plus interest) due from 2020 through 2027. In November 2025, the Company opted to prepay the remaining liability of $295 million with a resulting gain on early settlement of $4 million recorded in litigation settlement expenses on the consolidated statement of operations. Indivior has no further financial obligation with respect to this matter.

Antitrust matters

The final installment of $25 million related to the last remaining antitrust litigation settlement was paid during 2025. The Company has no remaining liabilities related to antitrust litigation.

Opioid litigation

The accrual of $80 million at December 31, 2025 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. The outflow of resources for the Opioid MDL is expected to occur over five years.

Other

At December 31, 2025, Other includes the remaining $8 million liability related to an indemnity settlement with Reckitt Benckiser and an accrual of $6 million for probable claims related to contract terminations associated with the exit of several non-U.S. markets.

See Note 16. Commitments and Contingencies for additional information on legal matters.

12. Debt

The Company has a note purchase agreement with original principal amount of $350 million and a committed, revolving credit facility of $50 million, both of which mature in November 2030. None of the $50 million revolving credit facility has been drawn upon. Substantially all of the assets of the Company are pledged to secure this debt.

The outstanding balance of the note purchase agreement of $333 million and $350 million in 2025 and 2024, respectively, is secured by the assets of certain subsidiaries of the Company, primarily in the form of guarantees issued by respective subsidiaries. In relation to these debts, interest paid was $34 million, $28 million, and $26 million in 2025, 2024, and 2023, respectively. Interest expense was $38 million, $30 million, and $27 million in 2025, 2024, and 2023, respectively.

The terms of the loan in effect at December 31, 2025, are as follows:

The total leverage ratio is calculated as total debt less up to $50 million in cash, divided by Consolidated Adjusted EBITDA. The Note Purchase Agreement generally defines the interest coverage ratio to mean Consolidated Adjusted EBITDA divided by interest expense. For purposes of the Note Purchase Agreement and Revolving Credit Facility only, the Note Purchase Agreement generally defines "Consolidated Adjusted EBITDA" to mean Consolidated Net Income for such period plus, without duplication, amounts paid or expensed for: taxes; interest; depreciation or amortization; debt, equity, and similar capital issuance costs; letters of credit; capital leases; the acquisition or repayment of any debt securities; board of director fees and expenses; transaction costs and charges incurred in connection with transactions permitted under the Note Purchase Agreement; non-recurring litigation or claim settlement charges; non-cash compensation charges associated with any stock options, restricted stock or other equity instruments; any net after-tax extraordinary, nonrecurring or unusual gains or losses; expected cost savings reasonably anticipated to be realized within 18 months related to transactions, and related charges and costs; provided that each is counted only to the extent deducted in calculating Consolidated Net Income for such period, and minus certain items such as certain non-cash gains or income to the extent they increased Consolidated Net Income. The Company is in comp liance with these and all other covenants.

Aggregate maturities of long-term debt obligations (including estimated interest) are as follows:

13. Financial Instruments and Fair Value Measurements

Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, investments in corporate debt securities and investments in equity 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.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest:

•Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that are supported by little or no market activity. Level 3 assets or liabilities are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as assets or liabilities for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The Company’s only financial instruments which are measured at fair value on a recurring basis are equity securities. The fair value of the equity securities is based on quoted market prices on the measurement date. Financial instruments measured at fair value on a recurring basis at December 31 are summarized below:

The Company recognized unrealized losses on the remeasurement of equity securities ofnil and $9 million in 2025 and 2024, respectively, which was recorded in other operating expense (income), net.

The fair value of the Company’s corporate debt securities was $28 million and $27 million at December 31, 2025, and 2024. The fair value of the corporate 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.

The fair value of long-term debt was $333 million as of December 31, 2025 and was valued using Level 2 inputs which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term debt approximates the carrying value due to the short maturities of the debt instruments.

Financial assets and liabilities are offset, and the net amount reported in the Consolidated Balance Sheets when there is a legally enforceable right to offset and net settlement is intended.

14. Earnings (Loss) Per Share

The following table summarizes the calculation of basic and diluted earnings (loss) per share for years ended December 31, 2025, 2024 and 2023:

1 The potential shares excluded from the diluted earnings (loss) per share computation because of the antidilutive impact werenil in 2025 and in 2024, and 4 million in 2023.

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.

Conditional awards of 5 million and 2 million shares were granted under the Company’s Long-Term Incentive Plan in 2025 and 2024, respectively. For 2025 and 2024, nil and 3 million share awards were excluded from the computation of diluted weighted average shares, after application of the treasury method, because the market criteria were not met at the balance sheet date.

15. Stock-based compensation

The Company operates three equity-settled executive and employee long-term incentive stock plans andtwo other employee plans. For stock-based payment awards, the fair value at the grant date is calculated using appropriate pricing models.

Total pretax stock-based compensation cost recorded in 2025,2024, and 2023 was $26 million, $24 million and $21 million, respectively. Income tax expense and benefits for stock-based compensation expense recognized in 2025,2024, and 2023 were an expense of $2 million and benefits of $5 million and $3 million, respectively.

Indivior Long-Term Incentive Plan (LTIP)

In 2015, a stock-based incentive plan was introduced for employees including executive directors of the Company ("2015 Plan"). The awards are conditional upon the satisfaction of both market conditions and a service period, generally ofthree years. Awards granted to executive directors are subject to a further post-vesting holding period oftwo-years.

Awards granted in 2023 under the 2015 Plan vest based on a comparison of the share performance of the Company and the share performance of other companies (“Comparators”) within two indices: (1) The FTSE 250 and (2) the S&P 1500 Pharmaceutical and Biotech Index. The conditions are based on calculation of the Total Shareholder Return (“TSR”) for the Company and the Comparators in the FTSE 250, and the TSR for the Comparators in the S&P 1500 Pharmaceutical and Biotech Index and into what percentile the Company falls as compared to the Comparators in each index. The vesting is as follows: a threshold (12.5% payout) for 50 th percentile performance and maximum (100% payout) for 75 th percentile performance; with interpolation in between. If the Company's TSR falls below the 50 th percentile of the index, none of the shares will vest. Equal weighting is given to the performance compared to the FTSE 250 and S&P 1500 Pharmaceutical and Biotech Index.

Awards granted in 2024 under the 2015 Plan vest based on a comparison of the share performance of the Company and the share performance of Comparators within the S&P 1500 Pharmaceutical and Biotech Index. The conditions are based on calculation of the TSR for the Company and the Comparators in the index and into what percentile the Company falls as compared to the Comparators. The vesting is as follows: a threshold (12.5% payout) for 50 th percentile performance and maximum (100% payout) for 75 th percentile performance; with interpolation in between. If Company's TSR falls below the 50 th percentile of the index, none of the units will vest.

In 2024, the Indivior 2024 Long Term Incentive Plan was introduced for employees including executive directors of the Company ("2024 Plan"). The awards are conditional upon the satisfaction of market conditions, performance conditions, and/or a service period, generally ofthree years. Awards granted to executive directors are subject to a further post-vesting period oftwo-years.

Awards granted in 2025 under the 2024 Plan with market conditions vest based on a comparison between the share performance of the Company and the share performance of Comparators within the NASDAQ Biotechnology Index. The conditions are based on calculation of the TSR for the Company and the Comparators in the index and into what percentile the Company falls as compared to the Comparators. The vesting is as follows: a threshold (25% payout) for 25 th percentile performance and maximum (100% payout) for 75 th percentile performance; with interpolation in between. If the Company's TSR falls below the 25 th percentile of the index, none of the shares will vest. Awards granted in 2025 with performance conditions vest based on the achievement of certain non-market performance conditions as specified in the awards.

The fair values of awards with market performance conditions granted under both the 2015 and 2024 plans are calculated using a Monte Carlo simulation method. As vesting of the LTIP award units is based on relative market conditions, an open form model such as the Monte Carlo is required to take into consideration the parameters of the awards. The key assumptions in the simulation model are share price of the Company, expected volatilities of the Company considering a combination of historic and implied volatility, risk-free rate, and dividend yield.

A summary of the service-based restricted stock units and market-based stock awards activity under the LTIP as of December 31, 2025, is presented below (values in thousands):

The weighted average fair value per share of the service-based restricted stock units granted was $10.26, $19.44 and $19.25 in fiscal years 2025,2024, and 2023, respectively, based on the fair market value at the date of grant. The total fair value of restricted stock units issued was $3 million, $12 million and $12 million in 2025,2024, and 2023, respectively.

The weighted average fair value per share of the market-based stock awards granted per share was $8.79, $14.58 and $11.72 in fiscal years 2025,2024, and 2023, respectively, calculated using the weighted average fair market value for each of the component goals at the date of grant. The total fair value of market-based stock awards issued wasnil, $44 million, and $44 million in fiscal years 2025,2024, and 2023, respectively.

Total compensation cost for unvested awards not yet recognized at December 31, 2025 was approximately $19 million and $12 million for service-based restricted stock units and performance-based restricted units, respectively. Compensation cost is expected to be recognized over the remaining weighted-average period of 2 years for market-based stock awards and 1 year for service-based restricted stock units.

Other Employee Plans

The Company operates a His Majesty's Revenue and Customs approved (“HMRC-approved”) save as you earn (“SAYE”) plan for U.K. employees and U.S. Employee Share Purchase Plan (ESPP) for U.S. employees. The amounts recognized for these plans are not material for disclosure.

Stock Options

The Company didnot grant any stock options in 2025, 2024, or 2023. The total fair value of stock options exercised wasnil, $3 million, andnil in 2025, 2024, and 2023, respectively.

16. Commitments and Contingencies

Commercial Commitments

The Company has non-cancelable manufacturing and supply agreements with various suppliers and contract manufacturing organizations that extend beyond one year. As of December 31, 2025, these agreements require future minimum purchases of approximately $52 million, including $37 million for contract manufacturing services and $16 million for raw materials.

Future minimum payments under these commitments are approximately $31 million in 2026, $14 million in 2027 and $4 million in each of 2028 and 2029. Purchases under these agreements were $49 million in 2025, $70 million in 2024 and $33 million in 2023.

Legal Proceedings and Contingencies

The Company is involved in various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. These proceedings may involve compliance and trade practices, antitrust, commercial claims, product liability claims, intellectual property rights and securities, among others.

The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments.

Where the amount and timing of the payment is fixed, the obligation is not interest-bearing, and the impact of discounting is significant, these obligations are recorded at their present value, generally using a discount rate appropriate to the obligation or approximating the risk-free rate at the time the Company incurred the obligation.

The Company does not believe that any of the legal matters discussed below, except as otherwise specifically noted, will have a material adverse effect on its financial position or liquidity as the Company believes it has substantial defenses in the matters. However, the outcomes of the Company’s legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending matters or that any other future legal matters will not be material to Company’s financial position, results of operations or cash flows for a particular period.

Certain ongoing legal proceedings or threats of legal proceedings to which the Company is a party, but in which the Company believes the possibility of an adverse impact is remote, are not discussed in this Note.

Civil Opioid Litigation

The Company was named as a defendant in more than 400 civil lawsuits alleging that manufacturers, distributors, and retailers of opioids engaged in a longstanding practice to market opioids as safe and effective for the treatment of long-term chronic pain to increase the market for opioids and their own market shares for opioids, or alleging individual personal injury claims. Most of these cases were consolidated and are pending in a federal multi-district litigation in the U.S. District Court for the Northern District of Ohio. See In re National Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio) (the “Opioid MDL”).

Nearly two-thirds of the cases in the Opioid MDL were filed by cities and counties and other government subdivisions (including, in some instances, school districts and hospitals), while a substantial number of cases were filed by private individual plaintiffs, most of whom assert claims relating to neonatal abstinence syndrome (“NAS”).

Following mediation, the Company, the Opioid MDL Plaintiffs’ Executive Committee and certain state attorneys general finalized a settlement agreement dated April 4, 2025 (the “State/Subdivision MSA”). The settlement framework provides a process through which states and their political subdivisions may elect to participate and, if participation thresholds and other conditions are satisfied, would resolve opioid-related claims brought (or that could have been brought) by participating states and participating subdivisions, including cases pending in the Opioid MDL and certain cases pending outside the Opioid MDL.

Following the States’ approval process and an agreed extension of certain settlement milestones, the Company delivered its notice of determination to proceed under the State/Subdivision MSA on January 23, 2026, and received acknowledgments of receipt from the relevant State and Plaintiffs’ leadership contacts. Other than Maryland and its subdivisions (discussed below), all States and their participating subdivisions participated in the settlement. The Company completed the transfer of Year 1 settlement funds from the escrow structure to the settlement fund administrator arrangements by the applicable settlement transfer date of January 29, 2026. The Company has obtained (or is in the process of finalizing and collecting) State Attorney General releases for 49 of 50 states (excluding Maryland) and certain U.S. territories, and the current focus has shifted to the coordinated filing of consent judgments and dismissals in the Opioid MDL. The Master Stipulation of Dismissal as to all MDL plaintiffs that elected to participate in the MSA was filed on February 19, 2026, dismissing with prejudice a total of 254 cases (all brought by subdivisions) against the Company.

The Company separately executed a final settlement agreement dated April 4, 2025, with the Tribal Leadership Committee (the “Tribal MSA”). During 2025, as participation increased, dismissals of tribal cases were filed and granted with prejudice, including global dismissals that brought participation by litigating tribes to 100% among the settling defendants.

As of December 31, 2025, the Company had deposited the first installment of $15 million into escrow accounts in July 2025 in connection with the settlement framework. Of this amount, $0.5 million due to tribes was deposited into a qualified settlement trust account and, during the fourth quarter of 2025, those funds were transferred to the tribes. The remaining $14 million payable to the states was deposited into a separate bank account controlled by the Company and remained in cash and cash equivalents and accrued litigation settlement expenses as of December 31, 2025. These funds were distributed to the states in early 2026.

The Company recorded a related provision of $78 million as of December 31, 2025, reflecting the net present value of the expected payment stream under the settlement framework, inclusive of discounting assumptions applied at period end. See Note 11. Accrued Litigation Settlement Expenses.

The settlement includes injunctive relief obligations applicable to the Company. Those obligations include restrictions and requirements relating to (among other things): (i) limits on certain promotion of oral opioid use disorder (“OUD”) treatment drugs (including SUBUTEX and SUBOXONE tablets/film), but not including SUBLOCADE, (ii) prohibitions on financial reward or discipline tied to volume of OUD treatment drug sales, (iii) prohibitions on sales of opioid products for pain, (iv) lobbying restrictions, (v) requirements for contracting with third parties responsible for monitoring and reporting (including requiring DEA registrations and suspicious order monitoring programs and sharing evidence of diversion with third-party logistics providers), (vi) obligations to provide copies of lawsuits, subpoenas, or civil investigative demands to states upon request, and (vii) annual training requirements for relevant personnel and certain external-facing programs (including sales force and speaker/key opinion leader programs and related communications).

In January 2026, Maryland confirmed it would not join the State/Subdivision MSA as it relates to the Company, reducing the Company’s total settlement commitment under the State/Subdivision MSA by approximately $2 million, reflecting reductions across remediation payments, certain fee components, and cash conversion amounts.

As of December 31, 2025, the Company reduced the Opioid MDL litigation settlement accrual by $2 million (before discounting) to reflect Maryland’s non-participation and recorded a separate litigation settlement accrual of $2 million representing the Company’s best estimate for a settlement with Maryland. Because the Company anticipated reaching a near-term settlement with Maryland, that separate accrual was not discounted.

In January 2026, the Company reached an agreement in principle with Maryland on a separate settlement addressing opioid‑related claims on the same general subject matter as the State/Subdivision MSA. The agreement in principle contemplates that Maryland would receive economic consideration aligned to the multistate framework and settlement product with an aggregate value of $2 million at wholesale acquisition cost, to be made available over a period of time. Maryland has also requested that the Company cover certain settlement administration costs and that the settlement include a process to secure participation and releases from Maryland political subdivisions. The Company is continuing to negotiate definitive documentation and implementation details, and the settlement has not been finalized as of the date of this filing.

The State/Subdivision MSA and the Tribal MSA are not expected to resolve private plaintiff cases against the Company (whether in the Opioid MDL or proceeding separately), including NAS-related claims. As of February, 24, 2026 there are over 130 private plaintiff cases not involving the subdivisions filed against the Company in the Opioid MDL.

Certain opioid-related matters pending outside the Opioid MDL have been stayed or are subject to status conferences, and the parties have sought extensions or continuances in light of the settlement process.

With respect to specific non-MDL cases and proceedings, the Company has previously disclosed: (i) San Miguel Hospital Corp. d/b/a Alta Vista Regional Medical Center v. Johnson & Johnson, et al., No. 1:23-cv-00903 (D.N.M.), which case was dismissed as to Indivior on March 19, 2025. With respect to the West Virginia NAS matters, the plaintiffs filed a notice of appeal in the West Virginia Supreme Court on February 27, 2025. Briefing on this matter was completed in August 2025. As of the date of this filing, there has been no decision by the West Virginia Supreme Court.

The Company has begun its evaluation of all of the claims, believes it has meritorious defenses, and intends to vigorously defend itself in all actions that are not resolved by settlement agreements. Given the status and preliminary stage of litigation in the non-settled matters, no estimate of possible loss for those matters can be made at this time.

False Claims Act Allegations

In August 2018, the U.S. District Court for the Western District of Virginia unsealed a declined qui tam complaint alleging causes of action under the Federal and state False Claims Acts against certain entities within the Company predicated on best price issues and claims of retaliation. See United States ex rel. Miller v. Reckitt Benckiser Group PLC et al., Case No. 1:15-cv-00017 (W.D. Va.). The suit also seeks reasonable attorneys’ fees and costs. The Company filed a Motion to Dismiss in June 2021, which was granted in part and denied in part on October 17, 2023. The relator filed a sixth amended complaint against only Indivior Inc. on December 7, 2023, which Indivior answered on March 18, 2024. Discovery has been stayed pending resolution of certain discovery disputes.

The Company is evaluating the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time.

U.K. Shareholder Claims

On September 21, 2022, certain shareholders issued representative and multiparty claims against Indivior PLC in the High Court of Justice for the Business and Property Courts of England and Wales, King’s Bench Division. The claims generally allege violations of the U.K. Financial Services and Markets Act 2000 (“FSMA 2000”) by making false or misleading statements or material omissions in public disclosures, including the 2014 Demerger Prospectus, regarding an alleged product-hopping scheme regarding the switch from SUBOXONE Tablets to SUBOXONE Film.

The representative action was struck out in December 2023 and was affirmed on appeal in January 2025. The claimants applied for permission to appeal to the Supreme Court on February 19, 2025. The Company opposed, and the court refused the application on February 27, 2025. On August 8, 2025, the claimants served their Particulars of Claim on Indivior PLC related to the multiparty action. On October 6, 2025, the Company served its Defence. The multiparty action remains pending. The first case management conference has been set for July 23-24, 2026.

The Company has begun its evaluation of the remaining claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the remaining litigation, no estimate of possible loss can be made at this time.

U.S. Shareholder Claims

A class action lawsuit was filed against Indivior PLC, Mark Crossley (the former CEO of the Company), and Ryan Preblick (the CFO of the Company) on August 2, 2024, alleging violations of certain U.S. federal securities laws, and the lead plaintiff filed an amended complaint on December 5, 2024, which also named Richard Simkin (the former CCO of the Company) as a defendant. The defendants moved to dismiss. On September 15, 2025, the court granted the motion to dismiss. The defendants did not file an appeal by the deadline of October 15, 2025.

Opiant Stockholder Claims

On November 8, 2023, plaintiff James Litten filed a class action complaint in the Delaware Court of Chancery alleging that former officers and directors of Opiant Pharmaceuticals, Inc. breached fiduciary duties of care, loyalty, and good faith in connection with Indivior PLC's 2022 acquisition of Opiant. The court granted Opiant's motion to dismiss on June 6, 2025. The plaintiff's time to appeal has expired.

Dental Allegations

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:

Dental MDL Plaintiffs: Approximately 2,000 of these cases, naming more than 25,000 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 February 24, 2026, the plaintiffs had reduced the number of Schedule A claimants to approximately 5,400.

State Court Plaintiffs: One complaint has been filed in New Jersey state court, and the parties have agreed to toll the claims of more than 975 other individuals in Delaware, New Jersey, and Virginia. Complaints have not yet been filed on behalf of the tolled individuals.

Product liability cases such as these typically involve issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual/provable injury and other matters.

These lawsuits and claims follow a June 2022 required revision to the Prescribing Information and Patient Medication Guide about dental problems reported in connection with buprenorphine medicines dissolved in the mouth to treat opioid use disorder, which was required by the FDA of all manufacturers of these products.

These cases are in their preliminary stages. Any bellwether trials would not occur until the fourth quarter of 2027 at the earliest.

The Company has been informed by its primary insurance carrier that defense costs for the Dental MDL should be reimbursed now that the Company's self-insurance retention has been exhausted. Additionally, the Company's primary insurance carrier and secondary carriers have issued a reservation of rights against payment of any liability costs. In the event of a liability finding, various factors could affect reimbursement or payment by insurers, if any, including (i) the scope of insurers’ purported defenses and exclusions to avoid coverage, (ii) the outcome of negotiations with insurers, (iii) delays in or avoidance of payment by insurers and (iv) the extent to which insurers may become insolvent in the future.

The Company has begun its evaluation of the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time.

Proposed class actions based on similar allegations as in the Dental MDL, but also relating to SUBOXONE Tablets, were filed in Quebec and British Columbia against various subsidiaries of the Company, among other defendants, in April 2024. The Company has begun its evaluation of the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time.

17. Stockholder's Equity

Common Stock

A summary of common stock outstanding is as follows:

The Company hasone class of common stock which carries the right toone vote at stockholder meetings of the Company. Incremental costs directly attributable to the issue of common stock, net of any tax effects, are recognized as a deduction from equity. The Company does not hold any shares as treasury shares.

The Company does not anticipate the payment of dividends for the foreseeable future.

Accumulated other comprehensive loss

The accumulated other comprehensive loss includes the accumulated foreign exchange differences from the translation of the financial statements of the Company’s foreign operations arising when the Company’s entities are consolidated.

Accumulated deficit

At the inception of Indivior as an independent publicly-listed company, accumulated deficit of $1,295 million was recognized, representing the difference between the nominal value of the shares issued by the Company and the net investment in the Company by the former owner.

18. Restructuring

Restructuring charges in 2025 related to major initiatives as part of Phase I of the Indivior Action Agenda — Generate Momentum, as well as the discontinuation of OPVEE. Within cost of sales, $48 million of charges were recorded, consisting of $39 million of charges related to the discontinuation of OPVEE and $9 million primarily related to inventory write-downs in Rest of World. The $39 million of charges related to the discontinuation of OPVEE recorded in cost of sales consisted of inventory write-downs of $17 million, expenses related to contract termination of $18 million, and the impairment of intangible assets of $5 million. Also, $73 million of charges were recognized within research and development and selling, general, and administrative expenses consisting of the impairment of long-lived assets, severance charges including headcount reductions, and consulting, legal and tax expenses. Additionally, $6 million of charges were recognized within litigation settlement related to legal and litigation settlement costs incurred as a result of the Rest of World optimization. As of December 31, 2025, remaining obligations for these restructuring costs included within accounts payable and accrued expenses on the consolidated balance sheet were $18 million for contract termination and related expenses and $36 million for severance, legal, consulting, and other corporate initiative transition costs. No additional costs are expected to be incurred.

Restructuring charges in 2024 related to the discontinuation of promotion and marketing support for PERSERIS announced in July 2024, resulting in a headcount reduction of approximately 130 employees and termination of related contract manufacturing agreements. Charges of $53 million recorded in 2024 included inventory provisions and impairment of tangible assets, contract termination costs and severance. No significant additional costs are expected to be incurred.