What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-03 · 635 added, 547 removed, 681 unchanged (63% of the section changed)

1 unchanged sentence

Consolidated Statements of Operations

(Amounts in millions, except per share data)

Year Ended December 31,

(In millions, except per share data)

Twelve Months Ended December 31,

2025 2024 2023

7 unchanged sentences

Litigation settlement 3 195 239

Other operating expense (income), net 4 ( 9 ) ( 8 )

Total operating expenses, net 925 1,076 831

Other operating (income) expense, net ( 3 ) 4 ( 9 )

Operating income (loss) 262 38 ( 152 )

3 unchanged sentences

Income (loss) before income taxes

239 20 ( 145 )

Income tax expense (benefit) 29 13 ( 19 )

Net income (loss)

$ 210 $ 7 $ ( 126 )

Earnings (loss) per share

4 unchanged sentences

Diluted 128 133 137

See Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Loss

(Amounts in millions)

Year Ended December 31,

See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

Twelve Months Ended December 31,

2025 2024 2023

Net income (loss) $ 210 $ 7 $ ( 126 )

Other comprehensive (loss) income, net of tax

Other comprehensive income, net of tax

Foreign currency translation 6 ( 6 ) 2

Other comprehensive (loss) income ( 6 ) 2 ( 6 )

Total comprehensive loss $( 4 ) $( 127 ) $( 50 )

See Notes to Consolidated Financial Statements.

Other comprehensive income (loss)

Total comprehensive income (loss) $ 216 $ 1 $ ( 124 )

See accompanying notes to consolidated financial statements.

Consolidated Balance Sheets

(Amounts in millions, except per share data)

Year Ended December 31,

(In millions, except per share data)

December 31, 2025 December 31, 2024

Current assets

3 unchanged sentences

Inventories 153 167

Prepaid expenses and other current assets 53 52

Escrow settlement asset — 415

Prepaid expenses 34 31

Current tax receivable 2 33

Other current assets 16 21

Total current assets 652 827

4 unchanged sentences

Deferred tax assets 323 277

Other non-current assets 29 28

Other noncurrent assets

Total assets $ 1,201 $ 1,316

Liabilities and shareholders' deficit

Liabilities and stockholders' deficit

Current liabilities

8 unchanged sentences

Long-term debt, less current portion 290 315

Accrued litigation settlement expenses, non-current 365 359

Operating lease liabilities, non-current 32 34

Other non-current liabilities 18 31

Accrued litigation settlement expenses, noncurrent

Operating lease liabilities, noncurrent

Other noncurrent liabilities

Total liabilities $ 1,300 $ 1,652

Commitments and contingencies (Note 16)

Shareholders' deficit

Stockholders' deficit

Common stock, par value $ 0.50 per share

5 unchanged sentences

Accumulated deficit ( 243 ) ( 443 )

Total shareholders' deficit ( 348 ) ( 191 )

Total liabilities and shareholders' deficit $ 1,319 $ 1,760

See Notes to Consolidated Financial Statements.

Consolidated Statements of Shareholders’ Deficit

(Amounts in millions)

Shares Amount Additional paid-in capital Share Repurchase Commitment Accumulated other comprehensive loss Accumulated deficit Total shareholders’ equity (deficit)

Balance, December 31, 2021 702 $ 70 $ 80 $ — $ ( 26 ) $ ( 3 ) $ 121

Total stockholders' deficit

( 98 ) ( 337 )

Total liabilities and stockholders' deficit

$ 1,201 $ 1,316

See accompanying notes to consolidated financial statements.

Consolidated Statements of Stockholders' Deficit

(In millions)

Shares Amount Additional paid-in capital Share repurchase commitment Accumulated other comprehensive loss Accumulated deficit Total stockholders’ deficit

Balance at December 31, 2022

136 $ 68 $ 87 $ ( 9 ) $ ( 32 ) $ ( 130 ) $ ( 15 )

Net loss — — — — — ( 126 ) ( 126 )

Other comprehensive loss — — — — ( 6 ) — ( 6 )

Other comprehensive income — — — — 2 — 2

Common stock issued 2 1 2 — — — 3

Common stock repurchased and canceled ( 2 ) ( 1 ) — — — ( 32 ) ( 33 )

Share-based compensation — — 16 — — — 16

Stock-based compensation

— — 21 — — — 21

Settlement of tax on equity awards — — ( 22 ) — — — ( 22 )

Share repurchase liability movement, net — — — ( 14 ) — — ( 14 )

Balance, December 31, 2022 136 $ 68 $ 87 $ ( 9 ) $ ( 32 ) $ ( 134 ) $ ( 20 )

Net loss — $ — $ — $ — $ — $ ( 129 ) $ ( 129 )

Other comprehensive income — — — — 2 — 2

Balance at December 31, 2023

137 $ 68 $ 88 $ ( 23 ) $ ( 30 ) $ ( 288 ) $ ( 184 )

Net income — — — — — 7 7

Other comprehensive loss — — — — ( 6 ) — ( 6 )

Common stock issued 1 1 2 — — — 3

Common stock repurchased and canceled ( 13 ) ( 7 ) — — — ( 161 ) ( 168 )

Share-based compensation — — 21 — — — 21

Stock-based compensation

— — 24 — — — 24

Settlement of tax on equity awards — — ( 22 ) — — — ( 22 )

Share repurchase liability movement, net — — — 13 — — 13

Balance, December 31, 2023 137 $ 68 $ 88 $ ( 23 ) $ ( 30 ) $ ( 295 ) $ ( 191 )

Other — — ( 2 ) — — — ( 2 )

Balance at December 31, 2024

125 $ 62 $ 90 $ ( 10 ) $ ( 36 ) $ ( 443 ) $ ( 337 )

Net income — — — — — 210 210

Other comprehensive loss — — — — ( 6 ) — ( 6 )

Other comprehensive income

— — — — 6 — 6

Common stock issued 1 — 1 — — — 2

Common stock repurchased and canceled ( 1 ) — — — — ( 10 ) ( 11 )

Share-based compensation — — 24 — — — 24

Stock-based compensation

— — 26 — — — 26

Settlement of tax on equity awards — — ( 5 ) — — — ( 5 )

Share repurchase liability movement, net — — — 10 — — 10

Other — — ( 2 ) — — — ( 2 )

Balance, December 31, 2024 125 $ 62 $ 90 $ ( 10 ) $ ( 36 ) $ ( 454 ) $ ( 348 )

See Notes to Consolidated Financial Statements.

Balance at December 31, 2025

125 $ 62 $ 112 $ — $ ( 30 ) $ ( 243 ) $ ( 98 )

See accompanying notes to consolidated financial statements.

Consolidated Statements of Cash Flows

(Amounts in millions)

Year Ended December 31,

(In millions)

Twelve Months Ended December 31,

2025 2024 2023

1 unchanged sentence

Net income (loss)

Adjustments to reconcile net income (loss) to net cash from operating activities:

$ 210 $ 7 $ ( 126 )

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization 10 16 15

Share-based compensation expense 24 21 16

Amortization of right-of-use assets 10 12 —

Stock-based compensation expense

Impairment of tangible and intangible assets 19 8 —

3 unchanged sentences

Impact from foreign exchange movements 1 ( 2 ) ( 10 )

Other adjustments, net — ( 1 )

Change in operating assets and liabilities:

Accounts receivable 3 ( 1 ) ( 33 )

Inventories ( 45 ) ( 15 ) ( 30 )

Other current and non-current assets 378 ( 410 ) 69

Accounts payable

Current inventories 18 ( 43 ) ( 6 )

Other current and noncurrent assets

49 377 ( 418 )

Accrued legal and settlement expenses ( 368 ) ( 387 ) 50

Other current and non-current liabilities 14 114 ( 97 )

Net cash provided by (used in) operating activities 36 ( 300 ) ( 4 )

Other current and noncurrent liabilities

Net cash (used in) provided by operating activities

( 27 ) 36 ( 300 )

Cash flows from investing activities:

3 unchanged sentences

Purchases of investments in debt securities ( 20 ) ( 17 ) ( 45 )

Sales of equity securities 1 — —

Sales and maturities of debt securities 19 117 129

Other proceeds from investing activities — — 3

Net cash provided by (used in) investing activities 69 ( 95 ) ( 222 )

Net cash (used in) provided by investing activities ( 66 ) 69 ( 95 )

Cash flows from financing activities:

3 unchanged sentences

Repayments of debt ( 17 ) ( 240 ) ( 12 )

Transaction costs related to debt refinancing — ( 2 ) —

Settlement of tax on equity awards ( 5 ) ( 22 ) ( 22 )

Net cash used in financing activities ( 30 ) ( 102 ) ( 64 )

Net increase (decrease) in cash and cash equivalents 3 ( 459 ) ( 327 )

Net (decrease) increase in cash and cash equivalents

( 124 ) 3 ( 459 )

Exchange differences ( 1 ) — 1

1 unchanged sentence

Cash and cash equivalents at end of period $ 195 $ 319 $ 316

See Notes to Consolidated Financial Statements.

See accompanying notes to consolidated financial statements.

Notes to the Consolidated Financial Statements

(Dollars in millions)

(In millions)

Business Overview

Indivior PLC and its subsidiaries (together, “Indivior” or the “Company”) is a global pharmaceutical company working to help change patients’ lives by pioneering life-transforming treatment for addiction, including SUBLOCADE (buprenorphine extended-release) injection for subcutaneous use, a long-acting injectable (LAI) for opioid use disorder and OPVEE (Nalmefene) nasal spray for opioid overdose recovery.

Indivior PLC and its subsidiaries is the market leader in long-acting injectable medications for opioid use disorder (OUD).

Indivior is focused on delivering evidence-based pharmacotherapies for OUD and is committed to advancing the neurobiological understanding of OUD as a chronic, relapsing, but treatable brain disease.

For more than 25 years, Indivior has led innovation in addiction medicine, developing differentiated therapeutic solutions that support long-term patient recovery, expand access to care, and drive sustainable value for patients, healthcare systems and stockholders.

In December 2025, our stockholders approved a plan to change our domicile to the U.S.

In January 2026, Indivior Pharmaceuticals, Inc., a corporation formed in Delaware in October 2025, became the ultimate parent company of Indivior PLC, a public company limited by shares incorporated under the laws of England and Wales (“Indivior PLC”), and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the U.K.

Companies Act 2006 (the “Scheme of Arrangement”) (the “U.S.

Domestication”).

Pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior PLC was cancelled in exchange for one 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 (the “Securities Act”).

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.

Because the U.S.

Domestication was completed after December 31, 2025, the financial statements included herein are those of Indivior PLC.

Domestication will be accounted for as a common-control transaction in Q1 2026 and the historical financial statements of Indivior PLC will become the historical financial statements of Indivior Pharmaceuticals, Inc.

The corporate reorganization will have no impact to historical revenues, expenses, assets, liabilities, or cash flows.

The principal accounting policies adopted in the preparation of these financial statements are set out below.

Unless otherwise stated, these policies have been consistently applied to all the years presented.

Unless otherwise stated, these policies have been consistently applied to all years presented.

Summary of Significant Accounting Policies

4 unchanged sentences

Percentages and per share data have been calculated using actual, non-rounded figures.

The Company previously prepared its consolidated financial statements in accordance with International Financial Reporting Standards.

As part of the Company’s efforts to align with industry peers and prepare for the expected loss of foreign private issuer status, the Company elected to file its 2024 annual report on Form 10-K, including presentation of its consolidated financial statements in accordance with U.S.

The transition to U.S.

GAAP is reflected retrospectively for all periods from the Company’s inception.

Fair Value Measurements

1 unchanged sentence

Financial Instruments and Fair Value Measurements for additional information on the fair value hierarchy used by the Company.

Notes to the Consolidated Financial Statements

(In millions)

Foreign Currency Translation

3 unchanged sentences

dollar are translated into U.S.

dollars using period-end exchange rates for assets and liabilities, historical exchange rates for shareholders’ equity and weighted average exchange rates for operating results.

Translation gains and losses are recognized in Consolidated Statements of Comprehensive Loss.

dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders' equity and weighted average exchange rates for operating results.

Translation gains and losses are recognized in Consolidated Statements of Comprehensive Income (Loss).

Use of Estimates and Judgments

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the amounts reported.

Significant estimates are used in determining items such as accruals for returns, incentives and rebates, impairment of intangible assets, acquisitions, and ongoing litigation.

Significant estimates are used in determining items such as accruals for r eturns, incentives and rebates;

provisions for income taxes;

recoverability of deferred tax assets;

and litigation.

Actual results may differ from those estimates.

1 unchanged sentence

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and short-term highly liquid investments with original maturities of less than three months and are recognized at cost, which approximates fair value.

Notes to the Consolidated Financial Statements

(Dollars in millions)

Accounts Receivable, Net

Accounts receivables are initially recognized at their invoiced amounts less any adjustments for estimated deductions such as cash discounts.

Provisions for expected credit losses are established using an expected credit loss model (“ECL”) taking into account individual customer’s credit risk based on financial position, past experience, and other relevant factors.

Allowances for expected credit losses are established using an expected credit loss (“ECL”) model taking into account individual customer’s credit risk based on financial position, past experience, and other relevant factors.

Charges for ECL are recognized in the Consolidated Statements of Operations within selling, general and administrative expense.

The provision for ECL was approximately $ 3 million and $ 2 million at December 31, 2024, and 2023, respectively.

Allowances for ECL were approximately $ 4 million and $ 3 million at December 31, 2025, and 2024, respectively.

Concentration of Credit Risk

2 unchanged sentences

Financial institution counterparties are subject to approval under the Company’s counterparty risk policy and such approval is limited to financial institutions with a BBB rating or above.

All the Company’s investments in debt securities are of low credit risk based on investment-grade credit ratings from Standard and Poor’s or Moody’s (BBB-/Baa3 or higher).

Investments in debt securities are of low credit risk based on investment-grade credit ratings from Standard and Poor’s or Moody’s (BBB-/Baa3 or higher).

As of December 31, 2025, 2024 and 2023 the Company had four separate customers representing greater than 10% of the net accounts receivable balance.

Year Ended December 31,

Percent of accounts receivable 2025 2024 2023

3 unchanged sentences

Customer D 10 % 10 % 8 %

The Company’s investments comprise holdings in equity and debt securities.

Investments in equity securities which have readily available fair values are initially recorded and subsequently remeasured at fair value through earnings.

Notes to the Consolidated Financial Statements

(In millions)

The Company’s investments comprise holdings in debt securities and, in prior periods, equity securities.

Investments in debt securities are initially recorded at fair value and remeasured based on the intended holding period.

Investments classified as held to maturity investments are reported at amortized cost and realized gains or losses are reported in earnings.

Held to maturity investments are classified as long-term investments, except for those with maturities less than 12 months from the end of the reporting period, which are classified as short-term investments.

Held to maturity investments are classified as long-term investments, except for those with maturities less than 12 months from the end of the reporting period and not subject to other restrictions, which are classified as short-term investments.

Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the Consolidated Statements of Operations, with a corresponding allowance established.

If the estimate of expected credit losses decreases in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly.

Raw materials and consumables, work in progress and finished goods are stated at the lower of cost or net realizable value determined by the first in, first out method.

If estimated ECLs decrease in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly.

Investments in equity securities were initially recorded and subsequently remeasured at fair value through earnings.

Inventories are stated at the lower of cost or net realizable value determined by the first in, first out method.

Cost comprises materials, direct labor, and an appropriate allocation of overhead expenses based on normal operating capacity required to get the inventory to its present location and condition.

Net realizable value is the estimated selling price less applicable selling expenses.

Write-down of inventory occurs in the general course of business and is recognized in cost of sales.

Excess, obsolete or unsalable inventories are written down to their realizable value in the period in which the impairment is identified.

Property, Plant and Equipment

Notes to the Consolidated Financial Statements

(Dollars in millions)

Property, plant, and equipment are carried at cost less accumulated depreciation and impairment, with the exception of land, which is stated at cost less impairment.

7 unchanged sentences

The estimated useful lives and residual value of property, plant and equipment are assessed periodically and adjusted as required.

Current facts and circumstances are periodically evaluated to determine if the carrying value of property, plant and equipment may not be recoverable and an impairment loss it to be recorded, see “ Impairment of Long-Lived Assets ” for more information.

Intangible Assets

3 unchanged sentences

These costs are amortized on a straight-line basis, generally over a period of up to five years .

Acquired computer software primarily relates to SAP, the Company’s ERP system.

Amortization expense is included in selling, general and administrative expenses.

2 unchanged sentences

Amortization expense is recorded in cost of sales.

Gains and losses on the disposal of intangible assets are determined by comparing the asset’s carrying value with any sale proceeds and are included in the Consolidated Statements of Operations.

Notes to the Consolidated Financial Statements

(In millions)

The Company leases various buildings and equipment (including vehicles).

Lease contracts are typically made for fixed periods of three to 10 years but may have termination or extension options.

All leased buildings and equipment are classified as operating leases and the expense is recognized on a straight-line basis over the lease term.

Options to extend or terminate the lease are included in the lease term when it is reasonably certain that the Company will exercise that option.

The Company recognizes a right-of-use asset (“ROU asset”) and a corresponding liability (“lease liability”) at the lease commencement date, measured on a present value basis.

Lease contracts are typically made for fixed periods of 3 to 10 years but may have termination or extension options.

All leased buildings and equipment have been determined to be operating leases and the expense is recognized on a straight-line basis over the lease term.

Options to extend or terminate the lease are included in the lease term when it is reasonably certain the Company will exercise that option.

The Company accounts for lease and non-lease components separately.

Leases with a term of 12 months or less (short-term leases) are not recognized on the balance sheet.

For short-term leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The Company has made a policy election to separately account for lease and non-lease components.

For leases other than short-term leases, the Company recognizes a right-of-use asset (“ROU asset”) and a corresponding liability (“lease liability”) at the lease commencement date, measured on a present value basis.

Lease liabilities are measured at the present value of the remaining minimum lease payments over the lease term using the discount rate at lease commencement.

1 unchanged sentence

Where the interest rate implicit in the lease cannot be determined, the incremental borrowing rate at the lease commencement date is used.

The incremental borrowing rate is the rate of interest the lessee would have to pay to borrow on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

The incremental borrowing rate is the rate of interest the lessee would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.

Generally, the Company uses its incremental borrowing rate as the starting point for determining the discount rate, resulting in a range of rates from 5 % to 12 % depending upon type of lease and country of origin.

Notes to the Consolidated Financial Statements

(Dollars in millions)

ROU assets are initially measured at cost, which comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received.

Subsequent to initial measurement, operating lease expense is recognized on a straight-line basis over the term of the lease with the ROU asset remeasured at the amount of the remeasured lease liability.

ROU assets are assessed periodically for impairment whenever there is an indication the carrying amount may not be recoverable (see “ Impairment of Long-Lived Assets” for more information).

Subsequent to initial measurement, operating lease expense is recognized on a straight-line basis over the term of the lease.

Impairment of Long-Lived Assets

1 unchanged sentence

The carrying value of long-lived assets (both intangible and tangible) is reviewed for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable.

We identify impairment by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value.

Long-lived assets are reviewed for potential impairment by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value.

If an impairment is identified, a loss is recorded equal to the excess of the asset's net book value over its fair value, and the cost basis is adjusted.

2 unchanged sentences

Employee and Retirement Benefits

Liabilities for wages and salaries, including non-monetary benefits, vacation and accumulating sick leave are recognized at the time of employees’ services and are measured at the amounts expected to be paid when the liabilities are settled.

Liabilities for wages and salaries, including non-monetary benefits, vacation and accumulating sick leave are recognized as the employees’ services are delivered and are measured at the amounts expected to be paid when the liabilities are settled.

These employee benefits are expected to be settled in the next twelve months and are included within accrued expenses.

Some of the Company’s subsidiaries operate defined contribution plans, defined benefit pension plans, and/or provide post-retirement medical care to their retirees.

The cost of providing pensions to employees who are members of defined contribution plans is charged to the income statement as services relating to those contributions are received.

Some of the Company’s subsidiaries operate defined contribution plans and/or provide post-retirement benefits to their retirees.

The cost of providing defined contribution benefits is charged to the income statement as services relating to the contributions are delivered.

The Company has no further payment obligations in respect of such plans once the contributions have been paid.

Other post-retirement benefits are not material.

Notes to the Consolidated Financial Statements

(In millions)

Debt is initially recognized at fair value less attributable transaction costs, including legal and advisory and original issue discount costs.

10 unchanged sentences

Net revenue is generated from sales of pharmaceutical products, net of discounts and accruals for returns, incentives and rebates ("gross-to-net revenue deductions").

Direct customers are often

Notes to the Consolidated Financial Statements

(Dollars in millions)

wholesalers, specialty pharmacies and specialty distributors of pharmaceutical products;

Direct customers are often wholesalers, specialty pharmacies and specialty distributors of pharmaceutical products;

indirect customers are often government-sponsored programs or commercial insurers with whom the Company has separate pricing and formulary agreements.

1 unchanged sentence

The consideration Indivior receives may be fixed or variable.

Variable consideration is only recognized when it is probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Variable consideration is recognized only when a significant reversal is not probable or when the uncertainty associated with the variable consideration is subsequently resolved.

The Company has no material contracts with more than one performance obligation.

During 2023, U.S.

Biomedical Advanced Research and Development Authority (BARDA) awarded the Company a contract which included initial purchase and options for purchases and delivery of OPVEE over another 9 years at guaranteed pricing through 2033.

Biomedical Advanced Research and Development Authority (BARDA) awarded the Company a contract which included initial purchase and options for purchases and delivery of OPVEE at guaranteed pricing.

Shipping and handling activities are not considered to be a separate performance obligation.

All taxes assessed by a governmental authority that are imposed on our sales of product and collected from a customer are excluded from the measurement of the transaction price.

All taxes assessed by a governmental authority imposed on our sales of product and collected from a customer are excluded from measurement of the transaction price.

Management is required to determine the net transaction price in respect of each of its contracts with direct and indirect customers.

4 unchanged sentences

The Company records accruals for rebates for governmental programs as a reduction of sales when the product is sold into the distribution channel.

The Company pays rebates to individual U.S.

states for all eligible units purchased under the Medicaid Drug Rebate Program in the U.S.

("Medicaid") based on a “per unit rebate” calculation, which is 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 unit, per unit rebate amounts and changes in trends in Medicaid utilization.

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.

Notes to the Consolidated Financial Statements

(In millions)

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.

Commercial rebates include amounts payable to payers and healthcare providers under contractual arrangements and may vary by product.

Government and commercial 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.

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.

Management assesses and updates estimates each reporting period to reflect billing trends and other current information.

• Chargebacks

Chargebacks relate to discounts that occur when contracted indirect customers purchase directly from wholesalers and specialty distributors at a contracted price.

The wholesaler or specialty distributor, in turn, then generally charges back to the Company the difference between the wholesale acquisition cost and the contracted price paid to the wholesaler or specialty distributor by the customer.

Notes to the Consolidated Financial Statements

(Dollars in millions)

Management estimates the accrual for these chargebacks based on historical and expected utilization of these programs.

The wholesaler or specialty distributor, in turn, then charges back the difference between the wholesale acquisition cost and the contracted price paid to the wholesaler or specialty distributor by the indirect customer.

Management estimates the accrual for chargebacks based on historical and expected utilization of these programs.

Accruals for chargebacks are recorded within Accrued Rebates and Product Returns as they are settled by payment and not net-settled.

1 unchanged sentence

Returns are generally made if the product is damaged, defective or otherwise cannot be used by the customer.

In the U.S., the Company typically permit returns six months prior to and up to twelve months after the product expiration date.

In the U.S., the Company typically permits returns six months prior to and up to twelve months after the product expiration date.

Outside the U.S., returns are only allowed in certain countries on a limited basis.

Accruals for product returns are estimated based primarily on analysis of the Company’s historical product return patterns, expected future returns, and contractual agreement terms.

Estimated returns are accrued in the period the related revenue is recognized.

Accruals for product returns are estimated based primarily on the Company’s historical product return patterns, expected future returns, and contractual agreement terms.

Accruals for product returns are recorded in the period the related revenue is recognized.

Sales discounts

Wholesalers, specialty pharmacies and specialty distributors of the Company’s products are generally offered various forms of consideration, including discounts, allowances, service fees and prompt payment discounts, for distributing the products.

The Company generally offers wholesalers, specialty pharmacies and specialty distributors various forms of consideration, including discounts, allowances, service fees and prompt payment discounts, for distributing the products.

Wholesaler and specialty distributor allowances and service fees arise from contractual agreements and are estimated as a percentage of the price at which the Company sells product to them.

Accruals for wholesaler allowances and services fees are recorded within Accrued Rebates and Product Returns as they are settled by rebate payment and not net-settled.

In addition, customers are offered a prompt pay discount for payment within a specified contractual period.

Prompt pay discounts are classified as reductions of accounts receivable.

Management also takes account of factors such as levels of inventory in its various distribution channels, product expiry dates and information about potential entry of competing products into the market.

In each case, the accruals made for allowances noted above are subject to continuous review and adjustment as appropriate, based on the most recent information available to management.

Prompt pay discounts are offered for payment within a specified contractual period and are classified as reductions of accounts receivable.

In evaluating Accruals for Rebates and Product Returns, management takes account of factors such as levels of inventory in its various distribution channels, product expiry dates and information about potential entry of competing products into the market.

In each case, the accruals noted above are subject to continuous review and adjustment as appropriate, based on the most recent information available to management.

Adjustments to the accruals may be necessary based on actual utilization information submitted to the Company (in the case of accruals for rebates related to sales targets or contractual rebates), claims/invoices received (in the case of regulatory rebates and chargebacks) and actual return rates.

Notes to the Consolidated Financial Statements

(In millions)

Government and commercial rebates, chargebacks, sales returns and sales discounts to customers are recorded as a reduction in sales.

As on December 31, 2024, and December 31, 2023, liabilities in respect of sales returns and rebates totaled $ 562 million and $ 535 million of which 83 % and 80 % originated in the US in relation to Managed Care, Federal and Medicaid.

As on December 31, 2025 and 2024, accruals for rebates and product returns totaled $ 582 million and $ 562 million, of which 81 % and 83 % originated in the U.S.

Cost of Sales

The cost of goods sold primarily consists of raw materials, third party manufacturing costs, freight and distribution costs, direct labor, cost of write-down of inventory to net realizable value and manufacturing overhead costs.

Abnormal idle capacity is expensed as incurred within cost of sales.

The cost of goods sold primarily consists of raw materials, third-party manufacturing costs, freight and distribution costs, direct labor, cost of write-down of inventory and manufacturing overhead costs.

Idle capacity is expensed as incurred within cost of sales.

During 2025, a portion of the Company's aseptic manufacturing facility was idle, resulting in $ 5 million of idle capacity costs.

Advertising Expense

2 unchanged sentences

Advertising expenses were $ 124 million in 2025, $ 68 million in 2024, and $ 53 million in 2023.

Share-based Payments

Stock-based Payments

Incentives in the form of shares are provided to employees under restricted share award plans.

Restricted share awards are subject to either service conditions only or service and market conditions, specifically total shareholder return or relative to selected indices.

Share-based compensation expense is

Notes to the Consolidated Financial Statements

(Dollars in millions)

recorded ratably over the vesting period, regardless of whether the market condition has been satisfied, as an expense in selling, general and administrative expense in the Consolidated Statements of Operations with a corresponding increase in additional paid-in-capital.

Restricted share awards are subject to either service conditions only or service and market conditions, specifically total stockholder return or relative to selected indices.

Stock-based compensation expense is recorded ratably over the vesting period, regardless of whether the market condition has been satisfied, as an expense in selling, general and administrative expense in the Consolidated Statements of Operations with a corresponding increase in additional paid-in-capital.

Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

Share-Based Payments for more information.

Stock -Based Payments for more information.

Research and Development Expenses

1 unchanged sentence

Research and development expenses are comprised of costs incurred in performing research and development activities including payroll and benefits, pre-clinical, clinical trial and related clinical manufacturing costs, manufacturing development and scale-up costs, product development and regulatory costs, contract services and other outside contractor costs, research license fees, depreciation and amortization of lab facilities and lab supplies costs incurred for the acquisition of assets for which there is no alternative future use beyond the development of unapproved pharmaceutical products.

Reimbursement of costs by governmental agencies is presented net of the cost incurred.

For compounds acquired or licensed before regulatory approval, the Company records acquisition costs, upfront and milestone payments as IPR&D expense in the Consolidated Statements of Operations.

2 unchanged sentences

Once a compound receives regulatory approval, any further milestone payments are recorded as acquired distribution rights within intangible assets, less accumulated amortization on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter.

The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors that perform the activities.

The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred not yet invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors performing the activities.

Notes to the Consolidated Financial Statements

(In millions)

Restructuring Costs

1 unchanged sentence

One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period.

Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable.

Employee termination benefits are recognized when the liability is probable and the amount is reasonably estimable.

The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information.

3 unchanged sentences

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements.

Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period of the enactment date.

The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized.

In making such a determination, the Company considers all available positive and negative

Notes to the Consolidated Financial Statements

(Dollars in millions)

evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.

If the Company determines that it would be able to realize our DTAs in the future in excess of their net recorded amount, the DTA valuation allowance would be appropriately adjusted, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Accrued interest and penalties payable for unrecognized tax benefits are included in either current or non-current income taxes payable.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations.

If the Company determines that future realization of DTAs in excess of their net recorded amount is likely, the DTA valuation allowance would be appropriately adjusted, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process:

(1) it determines whether the tax positions are more likely than not to be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Interest and penalties related to unrecognized tax benefits are included in interest expense and SG&A expense, respectively.

Accrued interest and penalties payable for unrecognized tax benefits are included in either current or non-current liabilities.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period.

Diluted earnings (loss) per share is computed using the weighted-average number of outstanding shares of ordinary shares and, when dilutive, the weighted-average number of potential common shares outstanding during the period which consist primarily of contingently issuable shares, assuming the vesting of restricted stock and current expected vesting of performance shares, which are added net of applying the treasury stock method.

Basic earnings (loss) per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period.

Diluted earnings (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, the weighted-average number of potential common shares outstanding during the period which consist primarily of contingently issuable shares, assuming the vesting of restricted stock and current expected vesting of performance shares, which are added net of applying the treasury stock method.

Recently Adopted Accounting Standards

Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures

This update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and is required to be effective for the Company for fiscal periods beginning after December 15, 2023.

As this accounting standard only impacts disclosures, it did not impact the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets.

Income Taxes (Topic 740)—Improvements to Income Tax Disclosures

This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes paid and additional income tax-related disclosures and is required to be effective for the Company for fiscal periods beginning after December 15, 2024.

The Company has elected to adopt ASU 2023-09 for the 2024 fiscal year retrospectively.

As this accounting standard only impacts disclosures, the adoption did not impact the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets.

No new accounting standards were adopted during the twelve months ended December 31, 2025.

Notes to the Consolidated Financial Statements

(In millions)

Recently Issued Accounting Standards Not Yet Adopted

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses

This update requires disclosure in the notes to the financial statements of specified information about certain costs and expenses and is required to be effective for the Company for fiscal periods beginning after December 15, 2026.

As this accounting standard only impacts disclosures, it will not impact the Company’s Consolidated Statements of Operations or Consolidated Balance Sheets.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses (as clarified by ASU 2025-01) was issued in November 2024, requires disclosure of specified information about certain costs and expenses in the notes to the financial statements and is required to be applied by the Company for fiscal periods beginning after December 15, 2027.

As this accounting standard only impacts disclosures, it is not expected to have a material impact on the Company’s financial statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets was issued in July 2025 and allows entities to elect a practical expedient that assumes that the current conditions as of the balance sheet date do not change for the remaining life of the asset.

2025-05 is effective for annual and interim periods beginning after December 15, 2025, is to be applied on a prospective basis and allows for early adoption.

Adoption is not expected to have a material impact on the Company's financial statements.

2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software was issued in September 2025 and removes all references to software development project stages.

Software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2027.

The guidance may be applied on a prospective basis, a modified transition approach or a retrospective transition approach and allows for early adoption.

Adoption is not expected to have a material impact on the Company's financial statements.

Segment, Geographic and Other Revenue Information

The Company derives revenues from customers through the development, manufacture and sale of buprenorphine-based prescription drugs for treatment of opioid dependence and related disorders.

The Company offers a range of four different product lines, with the financial results reported on a consolidated basis and reviewed as a single component.

The CEO is responsible for assessing performance of the

Notes to the Consolidated Financial Statements

(Dollars in millions)

business, establishing and approving budgets, setting and evaluating performance goals, and making all key decisions aligned with strategic objectives of the Company.

The Company offers two primary product lines, with the financial results reported on a consolidated basis and reviewed as a single component.

The CEO is responsible for assessing performance of the business, establishing and approving budgets, setting and evaluating performance goals, and making all key decisions aligned with strategic objectives of the Company.

Accordingly, the CEO has been identified as the chief operating decision maker (“CODM”).

8 unchanged sentences

The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets.

The CODM reviews net revenue and income from operations on a consolidated basis and compares to forecasted totals to evaluate financial performance.

In addition, the CODM reviews the total disaggregated US net revenue by product line.

The CODM reviews net revenue and operating income (loss) on a consolidated basis and compares to forecasted totals to evaluate financial performance.

In addition, the CODM reviews the total disaggregated U.S.

net revenue by product line.

No additional financial information is provided by product line.

1 unchanged sentence

Notes to the Consolidated Financial Statements

(Dollars in millions)

Year Ended December 31,

(In millions)

Twelve Months Ended December 31,

2025 2024 2023

2 unchanged sentences

1,053 1,008 912

Most of World

Rest of World

Net revenue 1,239 1,188 1,093

8 unchanged sentences

Litigation settlement 3 195 239

Other operating expense (income), net 4 ( 9 ) ( 8 )

Other operating (income) expense, net

( 3 ) 4 ( 9 )

Total operating expenses, net 732 919 1,072

11 unchanged sentences

$ 856 $ 756 $ 630

1 Includes $ 3 million of revenue generated from onerous contracts at the Raleigh manufacturing facility in FY 2024.

Refer note 18.

2 2024 OPVEE net revenue includes $ 15 million for two BARDA orders.

Depreciation and amortization 10 16 15

Stock-based compensation expense

1 Marketing and promotion activities for OPVEE were discontinued in the third quarter of 2025.

2 Marketing and promotion activities for PERSERIS were discontinued in 2024.

Significant segment expenses within net income (loss) include cost of sales, selling and marketing, general and administrative, research and development, and litigation settlement at the consolidated level.

Other segment items within net income (loss) include acquired in-process research and development, other operating expense (income), net, interest (income), interest expense, and income tax expense (benefit).

Our CODM is also regularly provided depreciation and amortization and stock-based compensation

Notes to the Consolidated Financial Statements

(In millions)

expense information, both of which are presented above and are recorded within cost of sales and selling, general and administrative expenses.

During 2025 and 2024, net revenue was increased by $ 87 million and $ 28 million, respectively, from recognition of performance obligations satisfied in prior years.

During 2023, net revenue was decreased by $ 9 million from recognition of performance obligations satisfied in prior years.

Significant customers that amount to 10% or more of the Company’s net revenues are as follows (in percentages of total net revenue for each year):

Year Ended December 31,

Twelve Months Ended December 31,

2025 2024 2023

3 unchanged sentences

Customer D 13 % 11 % 9 %

Notes to the Consolidated Financial Statements

(Dollars in millions)

The following table summarizes the Company's long-lived assets, which include property, plant and equipment and right of use assets, by geographic area:

Year Ended December 31,

December 31, 2025 December 31, 2024

United States $ 113 $ 74

Most of World 65 62

Rest of World

Total long-lived tangible assets $ 170 $ 139

1 unchanged sentence

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

(in millions) Year Ended December 31,

(in millions) Twelve Months Ended December 31,

2025 2024 2023

1 unchanged sentence

United States ( 23 ) $ ( 31 ) ( 158 )

Most of World excluding United Kingdom 17 7 5

Rest of World excluding United Kingdom

Total income (loss) before tax $ 239 $ 20 $ ( 145 )

Income tax expense (benefit) consisted of the following:

Year Ended December 31,

Notes to the Consolidated Financial Statements

(In millions)

Twelve Months Ended December 31,

(in millions) 2025 2024 2023

Domestic $ 76 $ ( 5 ) $ 48

United States ( 2 ) 8 ( 4 )

Most of World excluding United Kingdom 3 1 ( 1 )

Total current income tax expense (benefit) 5 45 61

Rest of World excluding United Kingdom

Total current income tax expense

$ 75 $ 6 $ 45

Domestic $ 28 $ 26 $ ( 64 )

United States ( 76 ) ( 18 ) —

Most of World excluding United Kingdom ( 1 ) — 1

Total deferred income tax expense (benefit) 6 ( 65 ) ( 105 )

Rest of World excluding United Kingdom

Total deferred income tax (benefit) expense

$ ( 46 ) $ 7 $ ( 64 )

Total income tax expense (benefit) $ 29 $ 13 $ ( 19 )

1 unchanged sentence

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 or substantively enacted in other jurisdictions in which the Company operates.

The Pillar Two legislation is effective for the Company’s financial year beginning January 1, 2024.

The Company performed an assessment exposure to Pillar Two income taxes and has determined it qualifies for one of the transitional safe harbors provided in territories with material pretax income in which it operates.

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.

Notes to the Consolidated Financial Statements

(Dollars in millions)

(In millions)

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

statutory rate:

Year Ended December 31,

Twelve Months Ended December 31,

(in millions) 2025 2024 2023

4 unchanged sentences

Imputed Expense ( 10 ) ( 4.1 ) % ( 13 ) ( 64.2 ) % ( 12 ) 8.3 %

Innovation Incentives

( 73 ) ( 30.7 ) % — — % — — %

Royalty Income

79 33.0 % — — % — — %

Other Permanent Differences 8 3.4 % 2 10.1 % ( 5 ) 3.4 %

8 unchanged sentences

Statutory Tax Rate Difference Between United States and United Kingdom — — % 1 5.0 % 4 ( 2.8 ) %

State & Local (Net of Federal) — — % — — % 6 ( 6.9 ) %

Nontaxable or Nondeductible Items

1 unchanged sentence

Non-deductible Intangible Amortization — — % — — % 26 ( 17.9 ) %

Royalty Payment

( 77 ) ( 32.1 ) % — — % — — %

Other Permanent Differences 7 2.8 % — — % 4 ( 2.8 ) %

2 unchanged sentences

Changes in Valuation Allowance

2 0.7 % 4 20.1 % 4 ( 2.8 ) %

Other Foreign Jurisdictions 1 0.4 % 1 5.0 % — — %

3 unchanged sentences

Notes to the Consolidated Financial Statements

(Dollars in millions)

(In millions)

Deferred Taxes

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

Year Ended December 31,

Twelve Months Ended December 31,

(in millions) 2025 2024

Deferred tax assets:

Property, plant and equipment $ 2 $ —

Intangibles 15 15

State income taxes 1 —

Share-based compensation 6 7

15 unchanged sentences

Total deferred tax liabilities ( 3 ) ( 6 )

Total net deferred tax assets (liabilities) $ 280 $ 288

Recognized as:

Deferred tax assets—noncurrent $ 286 $ 293

Deferred tax liabilities—noncurrent $ ( 6 ) $ ( 5 )

As of December 31, 2024, the Company had foreign tax credit carryforwards of $ 10 million, if not used, will expire in 2031 through 2034, and R&D Credit carryforward of $ 1 million, if not used, will expire in 2042.

Total net deferred tax assets

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

1 unchanged sentence

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

Year Ended December 31,

Twelve Months Ended December 31,

(in millions) 2025 2024 2023

2 unchanged sentences

Balance at end of year $ 55 $ 47 $ 28

Additions to valuation allowances of $ 19 million, $ 5 million, and $ 6 million for 2024, 2023 and 2022, respectively, were due to deferred tax assets recorded in connection with corporate interest expense restriction, net operating and capital losses in the U.K.

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.

Notes to the Consolidated Financial Statements

(Dollars in millions)

(In millions)

Unrecognized Tax Benefit

2 unchanged sentences

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:

Year Ended December 31,

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

Twelve Months Ended December 31,

(in millions) 2025 2024 2023

4 unchanged sentences

Balance at end of year $ 5 $ 4 $ 9

As of December 31, 2024, 2023 and 2022, the unrecognized tax benefits that, if recognized, would impact the effective tax rate were $ 4 million, $ 9 million, and $ 7 million, respectively.

As of December 31, 2024, the Company had accrued interest of $ 1 million, $ 2 million and $ 2 million for 2024, 2023 and 2022, respectively.

For the years ended December 31, 2024, 2023 and 2022, interest expense was nil , $ 1 million, and nil , respectively.

As of December 31, 2024, the Company had accrued penalties of $ 1 million, $ 1 million and nil for 2024, 2023 and 2022, respectively.

For the years ended December 31, 2024, 2023 and 2022, the penalty expense was nil , $ 1 million, and nil , respectively.

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 was nil , 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.

Notes to the Consolidated Financial Statements

(Dollars in millions)

Income Taxes Paid

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

Year Ended December 31,

Twelve Months Ended December 31,

(in millions) 2025 2024 2023

Domestic $ 40 $ 33 $ 10

United States

$ 32 $ 40 $ 33

US Federal ( 1 ) 2 ( 9 )

1 unchanged sentence

New York state * * 3

Most of World 2 — 1

Rest of World

Total Taxes Paid $ 38 $ 46 $ 32

5 unchanged sentences

At December 31, 2025, 2024 and 2023, we estimate the unrecorded, deferred tax liability to be $ 2 million for each of the respective years.

Notes to the Consolidated Financial Statements

(In millions)

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

5 unchanged sentences

federal income tax examinations by tax authorities for fiscal years before 2022.

There are ongoing U.K.

state and local audits covering 2018-2022.

An estimate of reasonably possible additional tax liabilities and interest that could arise on resolution of these examinations, including the impact from later periods is in the range of nil to $ 61 million.

The current U.S.

federal income tax examination covers 2023.

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 of nil to $ 12 million.

Inventories are comprised of:

Year Ended December 31,

December 31, 2025 December 31, 2024

Raw materials and consumables

2 unchanged sentences

Total Inventories, net $ 154 $ 178

Cost of sales included inventory write-downs of $ 36 million, $ 14 million and $ 6 million for the years ended December 31, 2024, 2023 and 2022 respectively.

Inventory write-downs reflected in the carrying amounts above at December 31, 2024, 2023 and 2022 were $ 26 million, $ 13 million, and $ 10 million, respectively.

The 2024 write-down included $ 21 million related to the discontinuation of marketing and promotion for PERSERIS.

Notes to the Consolidated Financial Statements

(Dollars in millions)

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.

Property, Plant and Equipment, Net

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

Year Ended December 31,

December 31, 2025 December 31, 2024

Land and buildings $ 111 $ 76

5 unchanged sentences

The Company capitalizes interest expense, if material, as part of the cost of construction of property, plant and equipment.

Interest expense capitalized in 2024 was $ 3 million.

No interest was capitalized in 2023 or 2022.

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 discontinuation of marketing and promotion for PERSERIS) of $ 8 million were recognized in cost of sales within the Consolidated Statements of Operations in the year ended December 31, 2024.

No impairment charges were recognized on property, plant and equipment for the years ended December 31, 2023 or 2022.

Notes to the Consolidated Financial Statements

(In millions)

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.

Goodwill and Intangible Assets

Year Ended December 31,

December 31, 2025 December 31, 2024

Goodwill $ 2 $ 2

3 unchanged sentences

Accumulated amortization ( 251 ) ( 246 )

Total intangible assets, net $ 6 $ 13

Total Goodwill and Intangible Assets, net

Acquired distribution rights for marketed products were fully amortized before 2022.

Amortization expense of software is included in selling, general and administrative expenses within the Consolidated Statements of Operations and wa s $ 3 million, $ 3 million , and $ 3 million in 2024, 2023 and 2022, respectively.

No impairment has been recorded.

Amortization of software is included in selling, general and administrative expenses within the Consolidated Statements of Operations and wa s nil , $ 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.

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 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 and realized gains or losses are reported in earnings.

The following table summarizes the amortized cost of corporate debt securities, unrealized gains and losses, and the fair value for investments in held-to-maturity debt, disaggregated by class of instrument and underlying investment contractual maturity:

Notes to the Consolidated Financial Statements

(Dollars in millions)

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:

Amortized Cost Basis Fair Value

8 unchanged sentences

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

At December 31, 2024 and 2023, $ 27 million of debt securities were held by a separate cell of an insurance company as part of an agreement to fund insurance coverage.

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.

Notes to the Consolidated Financial Statements

(In millions)

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.

Held-to-maturity securities with a value of $ 27 million were sold in 2024 sufficiently close to their maturity such that changes in the market interest rate would not have significantly affected the securities' fair value;

an insignificant gain was recognized.

No impairment charges were incurred on any held-to-maturity securities in 2025, 2024 or 2023.

The Company also holds investments in equity securities which are initially recorded and subsequently recorded at fair value through earnings.

The fair value of the equity securities is based on quoted market prices on the measurement date.

Financial Instruments and Fair Value Measurements for further discussion.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses include:

Year Ended December 31,

December 31, 2025 December 31, 2024

Accounts payable

1 unchanged sentence

Accrued indirect tax and government fees

Accruals for third-party services 76 64

Accrued other expenses

Total accounts payable and accrued expenses

Accrued other expenses includes various unbilled costs covering marketing, research and development, legal, consulting and other.

The following tables summarizes the components of operating lease expense:

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 12 $ 11 $ 8

Total operating lease expenses $ 12 $ 11 $ 8

Notes to the Consolidated Financial Statements

(Dollars in millions)

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.

1 unchanged sentence

Supplemental information related to leases is as follows:

Year Ended December 31,

December 31, 2025 December 31, 2024

Weighted average remaining lease term (years)

4 unchanged sentences

Total lease liability $ 32

At December 31, 2024, the Company had no additional operating leases entered into that had not yet commenced.

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

Notes to the Consolidated Financial Statements

(In millions)

Accrued Litigation Settlement Expenses

Year ended December 31,

December 31, 2025 December 31, 2024

Current Non current Total Current Non current Total

1 unchanged sentence

DOJ-related $ — $ — $ — $ 52 $ 296 $ 348

Antitrust claims

Antitrust matters

— — — 24 — 24

8 unchanged sentences

Federal Trade Commission (FTC), and U.S.

state attorneys general.

Pursuant to the resolution agreement, aggregate payments of $ 263 million (including interest) have been made through December 31, 2024.

An additional payment of $ 52 million was made in January 2025 and two annual installments of $ 50 million plus interest will be due in January 2026 and 2027, with the final installment of $ 200 million due in December 2027.

The Company has the option to prepay.

Interest accrues at 1.25 % on certain portions of the resolution and will be paid with the installment payments.

For non-interest-bearing portions, the liability

Notes to the Consolidated Financial Statements

(Dollars in millions)

has been recorded at the NPV based on timing of the estimated payments using a discount rate equal to the interest rate on the interest-bearing portions.

Antitrust class and state claims

Multi-district antitrust class and state claims

Settlement agreements were entered into during 2023 with three plaintiff classes to fully resolve certain multi-district antitrust claims.

The settlement amount payable to the direct purchaser class received final court approval in 2024.

Indivior has no further obligations related to this matter.

Other antitrust claims

Certain antitrust cases filed in Virginia state court were settled and paid during 2024 by agreement of the parties for $ 85 million and mutual releases of claims and counterclaims.

The accrual of $ 24 million at December 31, 2024 relates to a settlement of the last remaining antitrust litigation.

An installment of $ 15 million was paid in December 2024 and the remaining liability of $ 24 million December 31, 2024 reflects the NPV at the risk-free rate of the amounts to be paid in 2025.

This final settlement resolves all of the Company’s remaining legacy antitrust litigation.

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 $ 76 million at December 31, 2024 reflects the present value of the agreed amount in a preliminary 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.

The outflow of resources is expected to occur over five years .

The parties still must negotiate material terms and conditions of the final settlement agreement, including structure, and scope of releases.

The provision is measured using a risk free rate and will be remeasured at a risk-adjusted rate upon reaching a final settlement agreement.

Other at December 31, 2024 includes the remaining liability related to an indemnity settlement with Reckitt Benckiser.

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 .

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.

Commitments and Contingencies for additional information on legal matters.

In 2024, the Company completed a refinancing of its term loan, repaying in full the previous term loan and replacing it with a new note purchase agreement with 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 utilized.

As a result of the debt refinancing, the Company incurred a charge of $ 3 million for the write-off of unamortized deferred financing costs due to early extinguishment of the previous term loan (recorded in interest expense) and legal and advisory fees of $ 4 million incurred in conjunction with the new note purchase agreement (recorded in SG&A).

The Company capitalized $ 21 million of deferred financing and original issue discount costs related to the new agreement, of which $ 18 million is netted against the total amount borrowed and is being amortized over the maturity period using the effective interest method, the remainder of which relates to the undrawn revolving credit facility and is being amortized on a straight-line basis to the maturity date.

The amount of the current and previous term loan of $ 333 million and $ 240 million in 2024 and 2023, respectively, is secured by the assets of certain subsidiaries of the Company, primarily in the form of guarantees issued by respective subsidiaries.

Notes to the Consolidated Financial Statements

(In millions)

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.

S ubstantially 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.

Notes to the Consolidated Financial Statements

(Dollars in millions)

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

Period Interest

Payable Required Amortization

Required Total

Required Interest

Note Purchase Agreement Through

30, 2026 SOFR + 5.5 %

No more than 3 :1

At least 2.5 :1

and thereafter

and thereafter SOFR + 5.5 %

No more than 2.5 :1

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At least 2.5 :1

and thereafter

SOFR + 5.5 %;

and thereafter SOFR + 5.5 %;

0.5 % undrawn fee

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The Company is in comp liance with these and all other covenants.

Aggregate maturities of long-term debt obligations and interest are as follows:

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

2026 2027 2028 2029 2030 Thereafter

$ 59 $ 55 $ 52 $ 50 $ 243 $ —

Notes to the Consolidated Financial Statements

(In millions)

Financial Instruments and Fair Value Measurements

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

Notes to the Consolidated Financial Statements

(Dollars in millions)

• 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.

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Financial instruments measured at fair value on a recurring basis at December 31 are summarized below:

Year Ended December 31,

December 31, 2025 December 31, 2024

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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Total $ — $ — $ — $ 1 $ — $ —

The Company recognized unrealized losses on the remeasurement of equity securities of $ 9 million and $ nil in 2024 and 2023, respectively, which was recorded in other operating expense (income), net.

The fair value of long-term debt was $ 350 million as of December 31, 2024 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.

The Company recognized unrealized losses on the remeasurement of equity securities of nil 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.

Earnings (Loss) Per Share

The following table summarizes the calculation of basic and diluted loss per share for years ended December 31, 2024, 2023 and 2022:

Notes to the Consolidated Financial Statements

(Dollars in millions)

Year Ended December 31,

(In millions)

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:

Twelve Months Ended December 31,

2025 2024 2023

Net income (loss)

$ 210 $ 7 $ ( 126 )

Basic weighted-average shares outstanding 125 132 137

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Diluted earnings (loss) per share $ 1.64 $ 0.05 $ ( 0.92 )

1 The potential shares excluded from the diluted earnings (loss) per share computation because of the antidilutive impact were nil in 2024, 4 million in 2023, and 6 million in 2022.

1 The potential shares excluded from the diluted earnings (loss) per share computation because of the antidilutive impact were nil 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 2 million shares were granted under the Company’s Long-Term Incentive Plan in 2024 and 2023, respectively.

For 2024 and 2023, 3 million and 1 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.

Share-Based Payments

The Company operates three equity-settled executive and employee share plans.

For share-based payment awards, the fair value at the grant date is calculated using appropriate pricing models.

Total pretax share-based compensation cost recorded in 2024, 2023 and 2022 was $ 24 million, $ 21 million and $ 16 million, respectively.

Income tax benefits for stock-based compensation expense recognized in 2024, 2023 and 2022 were $ 5 million, $ 3 million, and $ 3 million, respectively.

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.

Stock-based compensation

The Company operates three equity-settled executive and employee long-term incentive stock plans and two 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 share-based incentive plan was introduced for employees (including executive directors) of the Company.

The awards are conditional upon the satisfaction of both market conditions and service period, generally of three years .

Awards granted to executive directors are subject to a further post-vesting period of two-years .

The LTIP award shares vest based on a comparison between the share performance of the Company and the share performance of other companies (“Comparators”) within two indices:

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 of three years .

Awards granted to executive directors are subject to a further post-vesting holding period of two-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.

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with interpolation in between.

However, if the performance of the Company falls below the 50 th percentile of the index, none of the shares will vest.

An equal weight is given to the performance compared to the FTSE 250 and S&P 1500 Pharmaceutical and Biotech Index.

The fair values of awards granted under the LTIP are calculated using a Monte Carlo simulation method.

As vesting of the LTIP award shares 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.

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.

Notes to the Consolidated Financial Statements

(Dollars in millions)

A summary of the service-based restricted share awards and market-based share awards activity under the LTIP as of December 31, 2024, is presented below (values in thousands):

Outstanding Service-based Restricted Share Awards Outstanding Market-based Share Awards

Shares at December 31, 2022

(In millions)

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 of three years .

Awards granted to executive directors are subject to a further post-vesting period of two-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.

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):

Outstanding Service-Based Restricted Stock Awards

Outstanding Performance-Based Stock Awards

December 31, 2023

Granted 473 1,304

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Canceled/forfeited/adjusted ( 268 ) ( 941 )

Shares at December 31, 2023

December 31, 2024

Granted 2,354 3,011

1 unchanged sentence

Canceled/forfeited/adjusted ( 922 ) ( 2,475 )

Shares at December 31, 2024

In 2022, a 5:1 share consolidation was completed.

Shareholders received 1 new ordinary share with a nominal value of $ 0.50 for every 5 previously existing ordinary shares with a nominal value of $ 0.10 each.

The weighted average fair value per share of the service-based restricted share awards granted was $ 19.44 , $ 19.25 and $ 3.57 in fiscal years 2024, 2023 and 2022 (2022 value prior to share consolidation), respectively, based on the fair market value at the date of grant.

The total fair value of restricted share awards issued was $ 12 million, $ 12 million and $ 9 million in 2024, 2023 and 2022, respectively.

The weighted average fair value per share of the market-based share awards granted per share was $ 14.58 , $ 11.72 and $ 2.86 in fiscal years 2024, 2023 and 2022 (2022 value prior to share consolidation) 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 share awards issued was $ 44 million, $ 44 million, and $ 21 million in fiscal years 2024, 2023 and 2022, respectively.

Total compensation cost for unvested awards not yet recognized at December 31, 2024 was approximately $ 17 million for market-based share awards and $ 8 million for service-based restricted share awards, respectively.

Compensation cost is expected to be recognized over the remaining weighted-average period of 1.7 years for market-based share awards and 1.8 years for service-based restricted share awards.

December 31, 2025

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

Notes to the Consolidated Financial Statements

(In millions)

market-based stock awards issued was nil , $ 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 Her Majesty's Revenue and Customs approved (“HMRC-approved”) save as you earn (“SAYE”) plan for U.K.

employees and US Employee Share Purchase Plan (ESPP) for US employees.

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.

The amounts recognized for these plans are not material for disclosure.

Share Options

The Company did not grant any share options in 2024, 2023 or 2022.

The total fair value of share options exercised was approximately $ 3 million in 2024.

No share options were exercised in 2023 or 2022.

Stock Options

The Company did not grant any stock options in 2025, 2024, or 2023.

The total fair value of stock options exercised was nil , $ 3 million, and nil in 2025, 2024, and 2023, respectively.

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

2 unchanged sentences

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

Notes to the Consolidated Financial Statements

(Dollars in millions)

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.

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.

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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.

There can be no assurance that there will not be an increase in the scope of one or more of these pending

Notes to the Consolidated Financial Statements

(In millions)

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.

Antitrust Litigation and Consumer Protection

On November 27, 2024, Indivior Inc.

and Indivior Solutions Inc.

entered into a settlement agreement with Humana Inc.

and certain of its affiliates, and Centene Corp.

and certain of its affiliates to resolve all remaining antitrust litigation against the Company, including Humana Inc.

Indivior Inc.

21-CI-004833 (Ky.

Ct.) (Jefferson Cnty), Centene Corp.

Indivior Inc.

CL23000054-00 (Va.

Ct.) (Roanoke Cnty), and Carefirst of Maryland, Inc.

Reckitt Benckiser Inc., et al.

Common Pleas).

Under the agreement, Indivior Inc.

and Indivior Solutions Inc.

will pay a total of $ 40 million to the Humana and Centene companies.

$ 15 million was paid in December 2024, with the remaining installments of $ 5 million and $ 20 million due on or before March 15, 2025 and December 15, 2025, respectively.

Civil Opioid Litigation

The Company has been 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 have been consolidated and are pending in a federal multi-district litigation in the U.S.

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.

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Ohio) (the “Opioid MDL”).

Nearly two-thirds of the cases in the Opioid MDL were filed by cities and counties, while nearly one-third of the cases were filed by private plaintiffs, most of whom assert claims relating to neonatal abstinence syndrome ("NAS").

Cases brought by cities and counties outside of the MDL include, for example, 35 actions pending in New York state court, 8 writs filed in Pennsylvania state court, and actions brought in federal district courts in Florida and Georgia.

Litigation against the Company in the Opioid MDL and the other federal courts is stayed.

The New York state court has not yet entered a case management order.

The Company has not yet been served with a complaint in any of the Pennsylvania state court matters.

Pursuant to mediation, the Company, the Plaintiffs' Executive Committee in the Opioid MDL, Tribal Leadership Committee, and certain state attorneys general reached agreement on the amount of a potential settlement.

The Company has recorded a related provision of $ 76 million, reflecting the NPV of the agreed amount (See Note 11.

Accrued Litigation Settlement Expenses ).

The parties, however, still must negotiate material terms and conditions of the final settlement agreement, including the ultimate timing and structure

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.

Accrued Litigation Settlement E xpenses .

Notes to the Consolidated Financial Statements

(Dollars in millions)

of payments and product distribution, injunctive relief, and scope of the release.

The proposed settlement would resolve claims by cities and counties, but would not resolve private plaintiff cases against the Company (whether in the MDL or proceeding separately).

With respect to cases outside the MDL that were not filed by cities or counties:

Indivior Inc.

was named as a defendant in San Miguel Hospital Corp.

(In millions)

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.

1:23-cv-00903 (D.N.M.) on March 18, 2024.

Indivior moved to dismiss the complaint in May 2024.

Indivior's motion to dismiss remains pending.

On October 28, 2024, Indivior Inc.

was named as one of numerous defendants in five individual complaints filed in West Virginia state court that were transferred to West Virginia's Mass Litigation Panel.

See In re Opioid Litigation , No.

22-C-9000 NAS (W.V.

Kanawha Cnty.

Ct.) ("WV MLP Action").

All five of Indivior Inc.'s cases in the WV MLP Action involve claims related to NAS.

Indivior Inc.

moved to dismiss all five complaints.

The MLP granted Indivior's motion to dismiss on April 17, 2023.

The plaintiffs appealed, and the Intermediate Court of Appeals of West Virginia affirmed dismissal of all claims against Indivior on December 27, 2024.

The plaintiffs filed a notice of appeal in the West Virginia Supreme Court as to all defendants, including Indivior, on February 27, 2025.

On October 28, 2024, Indivior Inc.

was named along with dozens of other manufacturers and distributors in a putative class action brought by West Virginia school districts in federal district court.

See Marshall County Board of Education and Wetzel County Board of Education v.

Cephalon, et al.

5:24-cv-00207 (N.D.W.

Indivior Inc.'s response to the complaint is not yet due.

Additionally, on May 23, 2024, the Consumer Protection Division of the Office of the Attorney General of Maryland served on Indivior Inc.

an administrative subpoena related generally to opioid products marketed and sold in Maryland.

Indivior Inc.’s response to the subpoena remains ongoing.

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 would not be resolved by the proposed settlement.

Given the status and preliminary stage of litigation, no estimate of possible loss for those matters can be made at this time.

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

Notes to the Consolidated Financial Statements

(In millions)

In August 2018, the U.S.

12 unchanged sentences

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.

On January 16, 2023, the representative served its Particular of Claims setting forth in more detail the claims against the Group, while the same law firm that represents the representative also sent its draft Particular of Claims for the multiparty action.

The claims made in both the representative and multiparty actions generally allege that Indivior PLC violated the U.K.

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.

Indivior PLC filed an application to strike out the representative action.

On December 5, 2023, the court handed down a judgment allowing the Company's

Notes to the Consolidated Financial Statements

(Dollars in millions)

application to strike out the representative action.

The court subsequently awarded certain costs to the Company.

On January 23, 2024, the claimants requested permission to appeal the decision to the court of appeals.

The appellate court affirmed the dismissal by order dated January 23, 2025.

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 litigation, no estimate of possible loss can be made at this time.

Given the status and preliminary stage of the remaining litigation, no estimate of possible loss can be made at this time.

Shareholder Claims

A class action lawsuit was filed against Indivior PLC, Mark Crossley (the 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.

The putative class, as alleged, includes plaintiffs that purchased or otherwise acquired Indivior securities between February 22, 2024 and July 8, 2024.

The court entered an order appointing a lead plaintiff on October 7, 2024, and the lead plaintiff filed an amended complaint on December 5, 2024, which additionally named Richard Simkin (the CCO of the Company) as a defendant.

The defendants filed a motion to dismiss on January 10, 2025, which remains pending.

The Group 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.

Opiant 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.

("Opiant") breached fiduciary duties of care, loyalty, and good faith in connection with Indivior PLC's 2022 acquisition of Opiant.

The defendants moved to dismiss the complaint on January 26, 2024.

On March 21, 2024, the plaintiff filed an amended complaint.

The defendants moved to dismiss the amended complaint on June 21, 2024.

The court heard argument on the motion to dismiss on January 17, 2025 and heard additional argument on February 19, 2025.

The motion remains pending.

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.

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

2 unchanged sentences

Plaintiffs and potential plaintiffs related to these lawsuits generally can be grouped as follows:

Notes to the Consolidated Financial Statements

(In millions)

Dental MDL Plaintiffs:

Approximately 1,300 of these cases have been consolidated in multi-district litigation in the Northern District of Ohio.

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.

2 unchanged sentences

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 and when the Schedule A Plaintiffs used any Indivior product before determining whether to file individual complaints that ultimately would be coordinated with the Dental MDL.

Plaintiffs indicated to the court they will dismiss more than 1,400 plaintiffs in the future, pursuant to a mechanism to be provided by the court.

On February 7, 2025, the plaintiffs filed an amended Schedule A that reduced the number of Schedule A claimants to 8,623 .

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:

1 unchanged sentence

Complaints have not yet been filed on behalf of the tolled individuals.

Notes to the Consolidated Financial Statements

(Dollars in millions)

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.

This revision was required by the FDA of all manufacturers of these products.

The Company has been informed by its primary insurance carrier that defense costs for the Dental MDL should begin to be reimbursed now that the Company's self-insurance retention has been exhausted.

Additionally, the Company's primary insurance carrier has 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 the 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.

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.

Applications to file 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.

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 ca n be made at this time.

Shareholders' Equity

Ordinary Shares

A summary of ordinary shares outstanding is as follows:

Year Ended December 31,

Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time.

Stockholder's Equity

A summary of common stock outstanding is as follows:

Notes to the Consolidated Financial Statements

(In millions)

Twelve Months Ended December 31,

2025 2024 2023

Balance at beginning of year 125 137 136

Shares repurchased and canceled — — ( 18 )

Share consolidation — — ( 551 )

Allotments to satisfy vesting/exercises of share-based compensation awards 1 2 4

Shares repurchased and cancelled (post share consolidation) ( 13 ) ( 2 ) ( 1 )

Common stock issued

Common stock repurchased and canceled

( 1 ) ( 13 ) ( 2 )

Balance at end of year 125 125 137

The Company has one class of ordinary shares with par value of $ 0.50 per share which carries the right to one vote at general meetings of the Company.

Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognized as a deduction from equity.

The Company has one class of common stock which carries the right to one 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 is authorized to issue an additional allotment as needed each year at the Annual General Meeting up to a maximum of an amount equivalent to two-thirds of the shares in issue (of which one-third must be offered by way of rights issue).

On October 10, 2022, Indivior PLC completed a 5-for-1 share consolidation.

Shareholders received 1 new share of ordinary shares with a nominal value of $ 0.50 each for every 5 previously existing shares of ordinary shares which had a nominal value of $ 0.10 each.

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

Notes to the Consolidated Financial Statements

(Dollars in millions)

Accumulated other comprehensive loss

2 unchanged sentences

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.

Asset Acquisitions

Opiant Acquisition

On March 2, 2023, the Company acquired 100 % of the share capital of Opiant, which at the time was a publicly traded company in the U.S., for upfront cash consideration of $ 146 million and an additional amount to be potentially paid upon achievement of net sales milestones.

Opiant was a specialty pharmaceutical company focusing on developing drugs for addictions and drug overdose.

As a result of the acquisition, the Company added OPVEE, formerly the pipeline product OPNT003, an opioid overdose treatment well-suited to confront illicit synthetic opioids like fentanyl, to its addiction treatment and science portfolio.

OPVEE was approved by the FDA in May 2023 and launched in October 2023.

For the acquisition of Opiant, substantially all of the fair value of the gross assets acquired (excluding cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities) was concentrated in the IPR&D associated with OPVEE.

Accordingly, the Company accounted for the transaction as an asset acquisition.

With the closing of this transaction, a relative fair value approach was taken for allocating the purchase consideration to the acquired assets and liabilities with no goodwill recognized.

The Company used a multi-period excess earnings method, a form of the income approach, to determine the fair value of the IPR&D of $ 120 million, which was immediately expensed.

As part of the acquisition of Opiant, the Company agreed to provide a maximum of $ 8.00 per share in Contingent Value Rights ("CVR") post-acquisition.

The Company will pay $ 2.00 per CVR for each of the following net revenue thresholds achieved by OPVEE, during any period of four consecutive quarters prior to the seven th anniversary of the U.S.

commercial launch:

(i) $ 225 million, (ii) $ 300 million and (iii) $ 325 million.

The remaining (iv) $ 2.00 per CVR would be paid if OPVEE achieves net revenue of $ 250 million during any period of four consecutive quarters prior to the third anniversary of the U.S.

commercial launch.

The potential undiscounted payout of contingent consideration ranges from zero to $ 68 million based on the achievement of the milestones.

No liabilities were recognized as of December 31, 2023 or 2024 since the net revenue thresholds have not been reached.

The cash outflow for the acquisition was $ 124 million, net of cash acquired.

Direct transaction costs of $ 10 million are included in this cash outflow and expensed as a component of acquired IPR&D.

Of the $ 146 million upfront consideration, $ 2 million represents acceleration of vesting of employee share compensation and has been recognized as a post-combination expense.

As part of the acquisition, the Company assumed outstanding debt of $ 10 million which was settled and included as a cash outflow from financing activities.

Additional acquisition-related costs of $ 16 million were incurred in 2023 and included in selling, general, and administrative expenses, primarily relating to severance, acceleration of vesting of Opiant employee share compensation, and short-term retention accruals.

Notes to the Consolidated Financial Statements

(Dollars in millions)

The following table summarizes the net assets acquired:

Net assets acquired

Cash and cash equivalents $ 30

Inventories 3

Right-of-use assets 2

Deferred tax assets 15

Other assets 6

Trade and other payables ( 10 )

Lease liabilities ( 2 )

Total net assets acquired, inclusive of expensed IPR&D $ 154

Business Combinations

On November 1, 2023, the Company acquired an aseptic manufacturing facility (the "Facility") in the U.S.

for upfront consideration of $ 5 million in cash and assumption of certain contract manufacturing obligations.

The Facility will be further developed to secure the long-term production and supply of SUBLOCADE.

The acquisition was accounted for as a business combination using the acquisition method of accounting .

The assets acquired and liabilities assumed were recorded at fair value, with the excess of the purchase price over the fair value of the identifiable assets and liabilities recognized as goodwill.

A liability was recorded at fair value to reflect the present value of the expected losses from assumed contractual manufacturing obligations.

Net operating losses attributable to these contractual obligations will be recorded against the liability from the date of acquisition through fulfillment of the contracts in early 2025.

As of December 31, 2024, committed capital spend for the Facility is approximately $ 21 million.

Identifiable assets acquired and liabilities assumed

As the acquisition was completed in late 2023, the provisional fair value of assets acquired and liabilities assumed at the date of acquisition was disclosed in the Consolidated Financial Statements for the year ended December 31, 2023.

In 2024, based on new information obtained about facts and circumstances that existed as of the acquisition date, the Company adjusted the provisional fair values for acquired property, plant and equipment and the assumed onerous contract provision, with a net reduction to goodwill of $ 3 million.

The measurement period was closed on March 31, 2024.

The following table provides the total consideration and acquisition date fair values of assets acquired and liabilities assumed and the adjusted values:

Net assets acquired At Date of Acquisition

Measurement Period Adjustment

Adjusted Values

Property, plant and equipment $ 28 $ ( 2 ) $ 26

Deferred tax assets 2 ( 1 ) 1

Trade and other payables ( 1 ) — ( 1 )

Contractual liabilities

( 29 ) 6 ( 23 )

Total net assets acquired $ — $ 3 $ 3

Notes to the Consolidated Financial Statements

(Dollars in millions)

Goodwill arising from the acquisition has been recognized as follows, reflecting the Q1 2024 measurement period adjustments:

At Date of Acquisition

Measurement Period Adjustment

Adjusted Values

Consideration transferred $ 5 $ — $ 5

Fair value of net assets acquired — ( 3 ) ( 3 )

Goodwill $ 5 $ ( 3 ) $ 2

The goodwill is primarily attributable to Indivior-specific synergies relating to accelerated in-sourcing of SUBLOCADE production and the skills and technical talent of the Facility's workforce.

(In millions)

Restructuring

Discontinuation of PERSERIS Marketing and Promotion

In July 2024, the Company announced the discontinuation of promotion and marketing support for PERSERIS, resulting in a headcount reduction of approximately 130 employees and termination of related contract manufacturing agreements.

The decision was taken in consideration of regulatory changes announced during Q2 2024 which are expected to adversely intensify payor management of the treatment category in which PERSERIS competes and would make PERSERIS no longer financially viable.

While the Company will continue to supply PERSERIS for the foreseeable future, the expected adverse impacts represented an impairment indicator for PERSERIS-related assets, resulting in year to date impairment charges and other expenses as detailed below.

Charges of $ 53 million recorded in 2024 included inventory provisions and impairment of tangible assets, contract termination costs and severance.

No additional costs are expected to be incurred.

Impairment charges, provisions, write downs and other

Twelve Months Ended

Charged to Cost of sales

Plant and equipment $ 8

Contract termination and related supplier charges

Impairment of Property, Plant, and Equipment, net

Inventory write-downs and other

Contract termination and related expenses

Intangible Asset impairment

Cost of sales 48 41

Charged to SG&A:

Other expenses 5

Charged to Research and development

Impairment of Long-Lived Assets

Severance, legal, consulting, and other

Research and development

Charged to Selling, general and administrative

Severance, legal, consulting, and other

Selling, general and administrative

Charged to Litigation settlement

Litigation and legal costs

Litigation settlement

Total charges $ 127 $ 53

Contract termination fees of $ 5 million and severance of $ 6 million were paid in 2024.

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.

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

Notes to the Consolidated Financial Statements

(In millions)

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

Notes to the Consolidated Financial Statements

(In millions)

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.

Notes to the Consolidated Financial Statements

(In millions)

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 )

Notes to the Consolidated Financial Statements

(In millions)

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

Notes to the Consolidated Financial Statements

(In millions)

Subsequent Events

In February 2025, the Company announced that Mark Crossley will be stepping down as Chief Executive Officer and as a Board Director by mutual agreement.

Crossley is expected to remain as CEO until at least the date of the Company's annual general meeting (AGM) in May 2025.

The Separation Agreement includes a one-year severance, continuation of benefits, and allows for potential vesting of all share-based compensation awards to the extent the original grant date market conditions met.

These costs will be expensed in 2025.

The Company plans to appoint Joe Ciaffoni, currently an Independent Non-Executive Director of the Company, as the new Chief Executive Officer.

The terms of his appointment are subject to, and effective upon, the approval by shareholders of a new remuneration policy at the Company's AGM in May 2025.

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.

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.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Indivior PLC

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 the schedule of condensed financial information of the registrant as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 appearing under Item 15, of Indivior PLC and its subsidiaries (the "Company") (collectively referred to as the "consolidated financial statements").

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).

27 unchanged sentences

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.

The Company pays rebates to individual U.S.

states for all eligible units purchased under the Medicaid Drug Rebate Program in the United States (Medicaid) based on a “per unit rebate” calculation, which is based on the Company’s average manufacturer prices and applicable supplemental agreements.

Management estimates expected unit sales under Medicaid and adjusts the Company’s rebate accrual based on actual unit, per unit rebate amounts and changes in trends in Medicaid utilization.

These rebates are estimated using historical and estimated payer mix, historical utilization trends and payment processing time lag.

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.

8 unchanged sentences

Richmond, Virginia

March 3, 2025

February 26, 2026

We have served as the Company’s auditor since 2022.

9 unchanged sentences

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 Indivior’s internal control over financial reporting as of December 31, 2024.

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”).

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data