Indivior Pharmaceuticals, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
Contents
Note
- Revision of Previously Issued Financial Statements
During the first quarter of 2025, the Company identified an error in the methodology used to accrue for Indivior's share of the annual U.S. fee imposed on drug manufacturers (the "Branded Fee"). This resulted in an overstatement of the Branded Fee accrual for the periods presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The overstatement of the Branded Fee accrual did not materially impact the Company's previously issued financial statements for any of the prior quarters or the annual periods in which they occurred. However, in accordance with Staff Accounting Bulletin No. 108 of the Securities and Exchange Commission, the Company concluded that correcting the cumulative misstatement in the current period would be material to its results of operations for the quarter ended March 31, 2025. Accordingly, the Company has revised its previously issued Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 to correct this accrual overstatement. Additionally, the Company has revised its quarterly financial data for the three months ended March 31, June 30, September 30, 2024, and December 31, 2024, as well as Schedule 1, to reflect these revisions. A summary of the corrections to the impacted financial statement line items is presented below. An adjustment to reclassify a portion of inventories as other noncurrent assets as of December 31, 2024 and 2023 has also been reflected below.
Consolidated Balance Sheets
| As reported | Adjustment | Revised | |
|---|---|---|---|
| December 31, 2024 | |||
| Inventories | $178 | $(10) | $167 |
| Current tax receivable | 34 | (1) | 33 |
| Total current assets | 839 | (12) | 827 |
| Deferred tax assets | 280 | (3) | 277 |
| Other noncurrent assets | 29 | 10 | 39 |
| Total assets | 1,319 | (4) | 1,316 |
| Accounts payable and accrued expenses | 232 | (16) | 216 |
| Total current liabilities | 939 | (16) | 924 |
| Total liabilities | 1,668 | (16) | 1,652 |
| Accumulated deficit | (454) | 12 | (443) |
| Total shareholders' deficit | (348) | 12 | (337) |
| Total liabilities and shareholders' deficit | $1,319 | $(4) | $1,316 |
| December 31, 2023 | |||
| Inventories | $135 | $(9) | $126 |
| Total current assets | 1,266 | (9) | 1,257 |
| Deferred tax assets | 288 | (2) | 286 |
| Other noncurrent assets | 28 | 9 | 36 |
| Total assets | 1,760 | (2) | 1,758 |
| Accounts payable and accrued expenses | 204 | (10) | 195 |
| Total current liabilities | 1,290 | (10) | 1,281 |
| Total liabilities | 1,951 | (9) | 1,942 |
| Accumulated deficit | (295) | 7 | (288) |
| Total shareholders' deficit | (191) | 7 | (184) |
| Total liabilities and shareholders' deficit | $1,760 | $(2) | $1,758 |
Consolidated Statements of Operations
| As reported | Adjustment | Revised | |
|---|---|---|---|
| Year ended December 31, 2024 | |||
| Selling, general and administrative expenses | $618 | $(6) | $612 |
| Total operating expenses, net | 925 | (6) | 919 |
| Operating income | 32 | 6 | 38 |
| Income before income taxes | 14 | 6 | 20 |
| Income tax expense | (11) | (2) | (13) |
| Net income | $2 | $5 | $7 |
| Earnings per Share | |||
| Basic | $0.02 | $0.03 | $0.05 |
| Diluted | $0.02 | $0.03 | $0.05 |
| Year ended December 31, 2023 | |||
| Selling, general and administrative expenses | 569 | (4) | 565 |
| Total operating expenses, net | 1,076 | (4) | 1,072 |
| Operating loss | (156) | 4 | (152) |
| Loss before income taxes | (149) | 4 | (145) |
| Income tax benefit | 20 | (1) | 19 |
| Net loss | $(129) | $3 | $(126) |
| Loss per Share | |||
| Basic | $(0.94) | $0.02 | $(0.92) |
| Diluted | $(0.94) | $0.02 | $(0.92) |
The consolidated statements of comprehensive income (loss) and the consolidated statements of shareholders' deficit were also revised to reflect the net income (loss) noted above for the years ended December 31, 2024 and 2023.
Consolidated Statements of Cash Flows
| As reported | Adjustment | Revised | |
|---|---|---|---|
| December 31, 2024 | |||
| Net income | $2 | $5 | $7 |
| Deferred income taxes | 6 | 1 | 7 |
| Change in operating assets and liabilities: | |||
| Inventories | (45) | 2 | (43) |
| Other current and noncurrent assets | 378 | (1) | 377 |
| Other current and noncurrent liabilities | 14 | (6) | 8 |
| Net cash provided by operating activities | $36 | $— | $36 |
| December 31, 2023 | |||
| Net loss | $(129) | $3 | $(126) |
| Deferred income taxes | (65) | 1 | (64) |
| Change in operating assets and liabilities: | |||
| Inventories | (15) | 9 | (6) |
| Other current and noncurrent assets | (410) | (9) | (418) |
| Other current and noncurrent liabilities | 114 | (4) | 110 |
| Net cash used in operating activities | $(300) | $— | $(300) |
Revisions to unaudited selected quarterly financial data presented in our Annual Report on Form 10-K for the year ended December 31, 2024 are summarized as follows:
| As reported | Adjustment | Revised | |
|---|---|---|---|
| Three months ended March 31, 2024 | |||
| Selling, general and administrative expenses | $145 | $(2) | $143 |
| Total operating expenses, net | 172 | (2) | 171 |
| Operating income | 73 | 2 | 75 |
| Income before income taxes | 71 | 2 | 73 |
| Income tax expense | (11) | — | (11) |
| Net income | $60 | $1 | $61 |
| Three months ended June 30, 2024 | |||
| Selling, general and administrative expenses | $153 | $(2) | $152 |
| Total operating expenses, net | 340 | (2) | 338 |
| Operating loss | (119) | 2 | (118) |
| Loss before income taxes | (122) | 2 | (121) |
| Income tax benefit | 24 | — | 23 |
| Net loss | $(98) | $1 | $(97) |
| Three months ended September 30, 2024 | |||
| Selling, general and administrative expenses | $144 | $(2) | $142 |
| Total operating expenses, net | 207 | (2) | 206 |
| Operating income | 34 | 2 | 35 |
| Income before income taxes | 28 | 2 | 30 |
| Income tax expense | (8) | — | (8) |
| Net income | $21 | $1 | $22 |
| Three months ended December 31, 2024 | |||
| Selling, general and administrative expenses | $177 | $(2) | $175 |
| Total operating expenses, net | 206 | (2) | 205 |
| Operating income | 44 | 2 | 46 |
| Income before income taxes | 36 | 2 | 38 |
| Income tax expense | (16) | — | (17) |
| Net income | $20 | $1 | $21 |
- Subsequent Events
In January 2026, Indivior Pharmaceuticals, Inc., a corporation formed in Delaware in October 2025, became the ultimate parent company of Indivior PLC and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006. Pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior PLC was cancelled in exchange forone share of common stock, par value $0.001 per share, of Indivior Pharmaceuticals, Inc. After the close of market trading on January 23, 2026, the Scheme of Arrangement became effective and binding on all shareholders of Indivior PLC and Indivior PLC became a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., thereby completing the U.S. Domestication. The issuance of common stock of Indivior Pharmaceuticals, Inc. pursuant to the Scheme of Arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Indivior Pharmaceuticals, Inc. is the successor issuer to Indivior PLC pursuant to Rule 12g-3(a) under the Exchange Act, and Indivior Pharmaceuticals, Inc.'s common stock is therefore deemed to be registered under Section 12(b) of the Exchange Act. Indivior PLC’s ordinary shares ceased trading prior to the open of trading on January 26, 2026, and Indivior Pharmaceuticals, Inc.'s common stock began trading on Nasdaq at the start of trading on January 26, 2026 under the symbol “INDV,” which is the same symbol under which Indivior PLC ordinary shares previously traded.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Indivior Pharmaceuticals, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15. a) 1., and schedule of condensed financial information of Indivior PLC as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 appearing under Item 15, of Indivior PLC and its subsidiaries (the "Company") (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Medicaid Rebate Accruals
As described in Note 2 to the consolidated financial statements, the Company records accruals for rebates for governmental programs as a reduction of sales when the product is sold into the distribution channel. For all eligible units purchased under the Medicaid Drug Rebate Program in the U.S. (“Medicaid”), the Company pays rebates based on the Company’s average manufacturer prices and applicable supplemental agreements. Management estimates expected unit sales under Medicaid and adjusts its rebate accrual based on actual utilization, rebate rates and changes in trends in Medicaid utilization. These rebates are estimated using contracted rates, historical and estimated payer mix, historical utilization trends and payment processing time lag. Additionally, in developing estimates, management considers statutory rebate requirements, estimated patient mix, known market events or trends, channel inventory data obtained from third parties and other pertinent internal or external information. As of December 31, 2025, the Company’s accrued rebates and product returns balance was $582 million, of which a majority relates to Medicaid.
The principal considerations for our determination that performing procedures relating to the Medicaid rebate accruals is a critical audit matter are (i) the significant judgment by management when developing the estimate of the Medicaid rebate accruals and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to expected unit sales under Medicaid and the actual unit, per unit rebate amounts and changes in trends in Medicaid utilization.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to Medicaid rebate accruals. These procedures also included, among others (i) developing an independent estimate of the Medicaid rebate accruals by utilizing third-party data related to product demand and price changes, the terms of the specific rebate programs, the historical trend of actual rebate claims paid, and known market events; (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate; and (iii) testing, on a sample basis, rebate claims paid by the Company.
/s/ PricewaterhouseCoopers LLP
Richmond, Virginia
February 26, 2026
We have served as the Company’s auditor since 2022.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Indivior’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles;
provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorizations of management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Consolidated Financial Statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on this assessment, management determined that, as of December 31, 2025, the Company maintained effective internal control over financial reporting.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, who audited the Consolidated Financial Statements of the Company included in this report, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report which appears herein.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.