9 unchanged sentences
Other Information.
−Removed: (1) Indivior PLC appointed Joe Ciaffoni, currently an Independent Non-Executive Director of the Company, as Chief Executive Officer.
−Removed: 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.
−Removed: By mutual agreement, Mark Crossley will be stepping down as Chief Executive Officer and as a Board Director following a distinguished tenure leading the Company.
−Removed: Crossley will remain with Indivior to support the transition, ensuring stability and continuity for the business, and is expected to remain as CEO until at least the date of the Company’s AGM in May 2025.
−Removed: (2) Robert Schriesheim notified the Board of his resignation therefrom on March 2, 2025, with immediate effect.
−Removed: Schriesheim stated that his resignation was not due to any disagreements or issues with regards to the Company's accounting or financial statements.
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of SEC Regulation S-K.
2 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: Executive Officers
−Removed: The following table sets forth the names and positions of the members of our executive officers as of the date of this annual report.
−Removed: Except as otherwise indicated, the business address for each member of our Senior Management is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA, 23235, U.S.
−Removed: Name Position
−Removed: Mark Crossley (1)
−Removed: Chief Executive Officer
−Removed: Ryan Preblick
−Removed: Chief Financial Officer
−Removed: Jeff Burris Chief Legal Officer
−Removed: Cindy Cetani Chief Integrity & Compliance Officer
−Removed: Angela Colon-Mahoney
−Removed: Chief Human Resources Officer
−Removed: Christian Heidbreder
−Removed: Chief Scientific Officer
−Removed: Kathryn Hudson (2)
−Removed: Company Secretary
−Removed: Vishal Kalia Chief Strategy & Operating Officer
−Removed: Richard Simkin Chief Commercial Officer
−Removed: Hillel West (2)
−Removed: Chief Manufacturing & Supply Officer
−Removed: ________________
−Removed: (1) See " Item 9B-Other Information " at page 161 .
−Removed: (2) The business address for Ms.
−Removed: Hudson and Mr.
−Removed: West is 234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom.
−Removed: Mark Crossley , age 55, has been Chief Executive Officer since June 2020.
−Removed: He joined the Company in 2012 as Global Finance Director with responsibilities for finance, information systems, and procurement.
−Removed: He was appointed Chief Strategy Officer in October 2014.
−Removed: Crossley was appointed to the Board in February 2017 and served as CFO from 2017 to 2019.
−Removed: He was appointed Chief Financial & Operations Officer in July 2019, with oversight of the finance, information technology, manufacturing, supply, quality, and procurement functions.
−Removed: Prior to joining Indivior, Mr.
−Removed: Crossley spent 13 years at Procter & Gamble in various finance leadership roles including Corporate Portfolio, Strategic and Business Planning (Female Beauty), as well as multiple roles in Corporate Treasury and its Baby Care division.
−Removed: He also enjoyed an eight-year career with various operational and staff assignments in the U.S.
−Removed: Crossley has a wealth of financial and pharmaceutical industry experience and knowledge.
−Removed: His extensive career experience across multiple disciplines covering strategy, finance, information technology and systems, treasury, supply, and procurement allows him to bring a valuable perspective to the Board.
−Removed: This, complemented with an understanding of the risks and opportunities within the pharmaceutical industry, is highly valued by the Board.
−Removed: Crossley graduated from the U.S.
−Removed: Coast Guard Academy with a BS in Management and Economics and received an MBA from Boston College.
−Removed: Ryan Preblick , age 49, was appointed Chief Financial Officer in November 2020, having served as Interim CFO since June 2020.
−Removed: From November 2020 to December 2024, he served as an executive director on the Board.
−Removed: Preblick has been in a financial leadership capacity since joining Indivior in 2012 as U.S.
−Removed: Commercial Controller.
−Removed: Prior to his appointment as Interim CFO, Mr.
−Removed: Preblick was SVP-Global Finance & Commercial Operations.
−Removed: This included overseeing all key financial management, analysis, and reporting elements of the Company’s global business.
−Removed: Prior to that, he was VP-U.S.
−Removed: Finance with responsibility overseeing all financial aspects of the U.S.
−Removed: business, the Company’s largest business, including management, planning, analysis and reporting, government pricing and managed care contracting operations.
−Removed: Preblick began his career in corporate finance at Honeywell International and then spent twelve years at Altria Company (including Phillip Morris USA) in finance leadership roles of increasing responsibility working with Treasury, Financial Planning & Analysis, Market Analytics, Supply Chain, and Brand Decision Support.
−Removed: Preblick holds a BS in Finance from Penn State University and an MBA from the University of Richmond.
−Removed: Jeff Burris , age 53, was appointed Chief Legal Officer in December 2021.
−Removed: He brings over 25 years of extensive legal, life sciences, and public company experience to Indivior, including over 16 years as the head of the legal function at various life sciences companies.
−Removed: Burris joined Indivior from Arbor Pharmaceuticals (now Azurity Pharmaceuticals) where he was VP, GC, Chief Compliance Officer & Secretary from October 2018 to October 2021.
−Removed: Prior to that, he was VP, GC, Chief Compliance Officer & Secretary at Alimera Sciences, a publicly-traded pharmaceutical company, from April 2015 to September 2018, and VP, GC & Chief Compliance Officer at CryoLife (now known as Artivion), a publicly-traded biotechnology company, from February 2008 to August 2014.
−Removed: Burris started his career in the corporate law group at Arnall Golden Gregory LLP focused on mergers, acquisitions, divestitures, contracting, and licensing work.
−Removed: He then moved in-house to Waste Management (WM), where he was Senior Counsel focused primarily on acquisitions and divestitures of WM’s Southern Company.
−Removed: Burris holds a BA in History and Economics from the University of Tennessee and a JD from The University of Chicago Law School.
−Removed: Cindy Cetani , age 59, was appointed as Chief Integrity & Compliance Officer in October 2018.
−Removed: Cetani brings to Indivior 35 years of U.S.
−Removed: and global leadership predominantly in the pharmaceutical industry, with a variety of cross-industry experience spanning life and health insurance.
−Removed: Cetani joined Indivior in 2018 from Novartis Pharmaceuticals Corp.
−Removed: (Novartis) where she served as Head of Compliance Operations, Company Integrity and Compliance at the Novartis headquarters in Basel, Switzerland.
−Removed: Prior to that role, she served as Chief Compliance Officer and U.S.
−Removed: Country Compliance Head and was responsible for administration of Novartis’ U.S.
−Removed: compliance program and negotiation, implementation of, and compliance with Novartis’ 5-year Corporate Integrity Agreement with the Department of Health and Human Services Office of Inspector General, and was a member of the executive committee and global and international compliance leadership teams.
−Removed: Before joining Novartis in 2003, Ms.
−Removed: Cetani was Director of Operations-Managed Markets at Pharmacia, led Advertising Compliance for Prudential Healthcare, and held various managerial roles at U.S.
−Removed: life insurance and mutual benefit life insurance companies.
−Removed: Cetani is certified as a Leading Professional in Ethics & Compliance (LPEC) by the Ethics & Compliance Initiative, holds her corporate directorship certification from the National Association of Corporate Directors, and holds a BS in Commerce and Finance (magna cum laude) from Rider College.
−Removed: Angela Colon-Mahoney , age 49, was appointed Chief Human Resources Officer in September 2024.
−Removed: Colon-Mahoney is an accomplished senior executive with over two decades of experience within and beyond human resources and operations through multiple executive and leadership positions across prominent organizations such as Otsuka Pharmaceutical, The Estee Lauder Companies, Tyco International, Mercer Delta, and Unilever.
−Removed: Most recently, Ms.
−Removed: Colon-Mahoney was the CHRO at Otsuka Pharmaceuticals leading the development and execution of Otsuka’s human resources strategy and business services.
−Removed: During her tenure, she led multiple executive and organization transformations, mergers, and divestitures, and implemented a highly effective CEO and executive succession program.
−Removed: Under her leadership, Otsuka achieved recognition as a Best Place To Work (Forbes' Magazine) and a leader in employee mental health benefits.
−Removed: Colon-Mahoney has been recognized as a strategic leader in enhancing organizational effectiveness, talent development, and business performance, and for championing behavioral health initiatives, exemplifying her commitment to fostering inclusive workplaces and driving positive societal change.
−Removed: She continues to shape the conversation on important topics through her insights and contributions navigating the critical intersection of business, leadership, and human capital management.
−Removed: Colon-Mahoney holds a BA in Psychology from Saint John's University and an MS in Organization Change Management from The New School University.
−Removed: Christian Heidbreder, age 62, has served as Chief Scientific Officer since December 2014.
−Removed: Heidbreder combines 30 years of leadership experience in the neurosciences spanning the academic, governmental, and industrial sectors across Europe and the U.S.
−Removed: He has authored and co-authored over 450 peer-reviewed scientific publications, reviews, and published conference proceedings with more than 10,000 citations.
−Removed: Heidbreder began his career as a researcher and made a mark in the halls of Academia at the University of Louvain in Belgium, at the National Institute on Drug Abuse in Baltimore, and at the Swiss Federal Institute of Technology in Zürich.
−Removed: He subsequently held positions of increasing responsibility at SmithKline-Beecham’s Neuroscience Department in the U.K., GSK’s R&D Centre of Excellence for Drug Discovery in Psychiatry in Italy, Altria’s Health Sciences Department in the U.S., and
−Removed: RBP in the U.S.
−Removed: Following the demerger of the Pharmaceuticals component of RBP in December 2014, Dr.
−Removed: Heidbreder joined Indivior as Chief Scientific Officer to provide strategic global leadership for worldwide R&D and Medical Affairs operations and drive the development of new pharmacotherapies in the area of addiction and related co-morbidities.
−Removed: Heidbreder is an Affiliate Professor in the Department of Pharmacology & Toxicology of the Virginia Commonwealth University School of Medicine and a Governance Fellow of the National Association of Corporate Directors.
−Removed: He also served as a member of the National Advisory Council on Drug Abuse from 2018 to 2022 and has been a member of the National Institutes of Health Helping to End Addiction Long-term Multi-Disciplinary Working Company from 2018 to 2023.
−Removed: Heidbreder holds BA, MA, and PhD degrees from the University of Louvain and a Certificate in Strategic Innovation from the Wharton Business School.
−Removed: Kathryn Hudson , age 50, has served as Company Secretary since June 2015.
−Removed: Hudson is a Chartered Secretary who has over twenty years of experience working for U.K.-listed companies.
−Removed: Prior to joining Indivior, she was Company Secretary of Kingfisher plc, a constituent of the FTSE 100 and one of Europe’s largest retailers, Deputy Company Secretary of Burberry Company plc, the FTSE 100 global luxury goods group, and Deputy Company Secretary of ICAP PLC, a FTSE 100 Interdealer Broker.
−Removed: Hudson is a fellow of the Chartered Governance Institute.
−Removed: Vishal Kalia, age 44, was appointed Chief Strategy & Operating Officer in November 2024, having served as Chief Impact & Strategy Officer from January 2024 and Chief Strategy Officer from March 2023.
−Removed: Kalia began his career with Indivior in 2016 as Head of Marketing and New Product Launch, followed by Head of Business Unit for Addiction Sciences leading the successful launch of SUBLOCADE, followed by SVP Responsible for Treatment Access (Channel, Managed Care), Organized Health Systems, Criminal Justice System, Patient Support Programs, Customer Marketing, and Business Strategy.
−Removed: Prior to joining Indivior, Mr.
−Removed: Kalia worked at global companies including Reckitt Benckiser and Nestle in a number of global and regional roles, leading global category development, launching several breakthrough innovation, lifecycle management, award winning brand communications, and global success models.
−Removed: Kalia holds a Bachelors of Commerce and Accountancy from DAVV University and a Masters of International Marketing Management from Leeds University.
−Removed: Richard Simkin , age 54, has served as Chief Commercial Officer since January 2015.
−Removed: He began his career with Reckitt Benckiser plc (formerly Reckitt & Colman plc) (RB) in 1987 and held various roles in operations, sales, and marketing with increasing responsibility.
−Removed: Prior to his role with RB, Mr.
−Removed: Simkin held the position of Global Category Director for one of the core categories within the RB Group (RBG) where he was responsible for driving strategy and new product development.
−Removed: He also held a number of general manager positions within RBG, including as GM-Portugal beginning in 2008.
−Removed: Simkin was appointed President-North America of RBP and moved to the U.S.
−Removed: where he led the U.S.
−Removed: and Canadian teams in introducing market competition and preparing pre-launch activities related to the product pipeline.
−Removed: Simkin holds an MBA from the University of Lincoln (formerly the University of Lincolnshire and Humberside).
−Removed: Hillel West , age 57, was appointed Chief Manufacturing & Supply Officer in February 2020.
−Removed: West has more than 30 years of experience in operations management, strategy, and business development across the U.S., Europe, Asia-Pacific, and emerging markets.
−Removed: He joined Indivior from Teva Pharmaceuticals where he held roles of increasing responsibility over his 14-year tenure including Head of Specialty Medicines Supply, Head of Global Supply Chain and Operations Strategy, and VP-Integration & Separation Management.
−Removed: He was previously a Senior Director at PwC Management Consulting for nine years in New York, Israel, and Czechia, partnering with a number of U.S.
−Removed: Fortune 500 CPG, Food, and Pharma manufacturers and leading engagements in supply chain strategy and organizational and process transformation.
−Removed: West holds a Bachelor of Chemical Engineering (Hons) from Monash University (Australia) and an MBA from Columbia University.
−Removed: Election of Directors
−Removed: The following table sets forth the names and positions of the members of our Board as of the date of this annual report.
−Removed: Except as otherwise indicated, the business address of each of the directors is 234 Bath Road, Slough, Berkshire SL1 4EE, United Kingdom.
−Removed: David Wheadon
−Removed: Chair and Independent Non-Executive Director
−Removed: Mark Crossley (3)
−Removed: Chief Executive Officer and Executive Director
−Removed: Juliet Thompson Lead Independent Director
−Removed: Peter Bains Independent Non-Executive Director Aug.
−Removed: Joe Ciaffoni (3)
−Removed: Independent Non-Executive Director
−Removed: Keith Humphreys
−Removed: Independent Non-Executive Director
−Removed: Jo LeCouilliard
−Removed: Independent Non-Executive Director;
−Removed: Designated Non-Executive Director for Workforce Engagement
−Removed: Daniel Ninivaggi
−Removed: Independent Non-Executive Director
−Removed: Barbara Ryan Independent Non-Executive Director Jun.
−Removed: Robert Schriesheim (3)
−Removed: Independent Non-Executive Director
−Removed: Mark Stejbach Independent Non-Executive Director;
−Removed: Designated Non-Executive Director for Workforce Engagement
−Removed: ________________
−Removed: (1) The dates listed represent the end of the respective Director's term of office on the Board per their letter of appointment.
−Removed: All directors are subject to election or re-election by shareholders at each Annual General Meeting.
−Removed: (2) The letters of appointment of Drs.
−Removed: Wheadon and Humphreys and Messrs.
−Removed: Ciaffoni, Ninivaggi, and Schriesheim do not contain a fixed end to their term of office on the Board.
−Removed: (3) See " Item 9B-Other Information " at page 161 .
−Removed: (4) Per his employment with the Company, Mr.
−Removed: Crossley serves at the request of the Board and may be removed at any time.
−Removed: His business address is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA, 23235, United States.
−Removed: David Wheadon , age 67, has served as Chair of the Board since January 2025 and as a non-executive director since June 2024.
−Removed: The Board values Dr.
−Removed: Wheadon's extensive experience in the pharmaceutical industry, including executive responsibility for regulatory affairs, patient safety, quality, research, and advocacy.
−Removed: Wheadon previously served as SVP of global regulatory affairs, patient safety, and quality assurance at AstraZeneca Plc from December 2014 to July 2019.
−Removed: Prior to that, he was EVP-Research & Advocacy at Juvenile Diabetes Research Foundation International Inc.
−Removed: from May 2013 to December 2014, SVP-Scientific & Regulatory Affairs at Pharmaceutical Research and Manufacturers of America (PhRMA) from January 2009 to May 2013, and VP-Global Pharmaceutical Regulatory & Medical Science and Group VP-Global Pharmaceutical Regulatory Affairs at Abbott Laboratories from 2005 to 2009.
−Removed: Wheadon also held senior regulatory and clinical development leadership positions at GlaxoSmithKline Plc and Eli Lilly and Company.
−Removed: He is a non-executive director of Sotera Health Company (NASDAQ:
−Removed: SHC), Vaxart, Inc.
−Removed: VXRT), where he serves as Chair of the Compensation Committee, ConnectiveRx, and Seaport Therapeutics.
−Removed: He also serves as a member of the Board of Trustees of Mount Sinai Health System.
−Removed: Wheadon received his MD from Johns Hopkins University School of Medicine and an AB in Biology from Harvard University, and completed his postdoctoral training in Psychiatry at Tufts/New England Medical Center.
−Removed: Mark Crossley— Chief Executive Officer.
−Removed: See biography at page 162 .
−Removed: Juliet Thompson , age 58, has served as an independent non-executive director since March 2021 and as Lead Independent Director since October 2023.
−Removed: Thompson has over 30 years of finance, banking, and board experience with significant focus on the healthcare sector.
−Removed: The Board values Ms.
−Removed: Thompson's experience as a proven FTSE 250 audit chair and a former investment banker who has spent her career advising pharmaceutical and biotech companies.
−Removed: Thompson currently serves as a non-executive director and Chair of the Audit Committees of Novacyt S.A., OrganOx Limited, and ANGLE plc.
−Removed: F rom 2013 until her retirement in in 2015, M s.
−Removed: Thompson led the life sciences and clean tech teams at Stifel Financial Corp.
−Removed: where she advised CEOs and CFOs in the healthcare sector.
−Removed: Prior to joining Stifel, from 2003 to
−Removed: Thompson was employed by Nomura Code and advised companies in the healthcare and clean tech sectors on their financing and strategic options.
−Removed: She worked on over 50 transactions including IPO’s, secondary offerings, private placements, and M&A.
−Removed: She played a leading role in setting up Code Securities, which was acquired by Nomura (becoming Nomura Code) but remained independent.
−Removed: Previously, she served on the boards of GI Dynamics, Inc., a Boston-based medical device company developing products for patients with type 2 diabetes and obesity, from 2017 to 2020, and Vectura plc from 2017 to 2021.
−Removed: Thompson holds a BSc in Economics from the University of Bristol and qualified as a Chartered Accountant and holds an ACA from the Association of Chartered Certified Accountants.
−Removed: Peter Bains , age 67, has served as an independent non-executive director since August 2019.
−Removed: He brings international experience across the biopharma industry spectrum and a deep commercial understanding of sustained delivery coupled with investment appraisal and contracting skills.
−Removed: The Board values Mr.
−Removed: Bains' experience in understanding the risks and opportunities present in these industries.
−Removed: He currently serves as Group CEO (a non-Board appointment) of Biocon Limited, an Indian public company focused on contract services and generics.
−Removed: Bains is Non-Executive Chair of ILC Therapeutics, a private U.K.-based biotechnology company and pioneer in the discovery and development of hybrid interferon drugs, and is a non-executive director of both Apterna Limited and MiNA Therapeutics Limited.
−Removed: Bains has over 30 years of experience in the pharmaceutical and biotechnology industries, including a 23-year career at GlaxoSmithKline, where he held numerous senior operational and strategic roles.
−Removed: He also served as CEO of Sosei Group Corporation, a Tokyo-listed biotech company, from 2010 to 2018, as CEO of Syngene International, which he successfully took public on the Mumbai Exchange, from 2010 to 2016, and as a member of the board of Mereo BioPharma Group plc (NASDAQ:
−Removed: MREO), a public biopharmaceutical company focused on innovative therapeutics in both oncology and rare diseases, from 2015 to 2021.
−Removed: Bains holds a BSc (Combined Honours) in Physiology/Zoology from Sheffield University.
−Removed: Joe Ciaffoni , age 53, has served as an independent non-executive director since December 2024.
−Removed: He is an accomplished public company CEO with over 30 years of experience in pharmaceuticals and biotech, serving global and U.S.
−Removed: organizations of all sizes.
−Removed: The Board values Mr.
−Removed: Ciaffoni's track record of success at the intersection of strategy and operations across diverse models and therapeutic areas, including launching successful products, optimizing commercial operations, and enhancing patient access to important therapies.
−Removed: He previously served as President and CEO and on the board of Collegium Pharmaceuticals, Inc.
−Removed: COLL) from 2018 to 2024, having joined as EVP and COO in 2017.
−Removed: Prior to joining Collegium, Mr.
−Removed: Ciaffoni served as President, U.S.
−Removed: Branded Pharmaceuticals at Endo International plc, held various positions of increasing responsibility at Biogen (including SVP, Global Speciality Medicines Group), and served as EVP and COO of Shionogi Inc.
−Removed: and President of Shionogi Pharmaceuticals.
−Removed: He also previously served in various commercial roles at Schering-Plough (now Merck), Sanofi-Synthelabo (now Sanofi), and Novartis.
−Removed: Ciaffoni holds a BA in Communications and an MBA from Rutgers University.
−Removed: Keith Humphreys , age 58, has served as an independent non-executive director since November 2023.
−Removed: The Board values Dr.
−Removed: Humphreys' over 30 years of experience in the field of clinical psychology and substance use disorders, having been awarded an Officer of the Order of the British Empire (OBE) in September 2022 for his services to science and policy on addiction.
−Removed: Humphreys currently serves as Esther Ting Memorial Professor in the Department of Psychiatry and Behavioral Sciences at Stanford University.
−Removed: He was previously a Senior Policy Advisor in the White House Office of National Drug Control Policy in the Obama Administration and is an Honorary Professor of Psychiatry at the Institute of Psychiatry, King’s College, London.
−Removed: Humphreys holds a BA in Psychology from Michigan State University and an AM in Clinical/Community Psychology and PhD in Psychology from the University of Illinois.
−Removed: Jo LeCouilliard , age 61, has served as an independent non-executive director since March 2021 and as a Designated Non-Executive Director for Workforce Engagement since October 2023.
−Removed: The Board values Ms.
−Removed: LeCouilliard's experience as a healthcare industry veteran with over 25 years of healthcare management experience gained in Europe, the U.S., and Asia.
−Removed: Much of her career has been in pharmaceuticals at GlaxoSmithKline where, amongst other roles, she headed the U.S.
−Removed: vaccines business and Asia Pacific Pharmaceuticals business and led a program to modernize the commercial model.
−Removed: LeCouilliard was previously COO at the BMI group of private hospitals in the U.K.
−Removed: She currently serves as a non-executive director and Chair of the Remuneration & Nominations Committee at the Italian-listed
−Removed: pharmaceutical company Recordati S.p.A., and as a member of the board of directors of Washington Topco Ltd, the holding company of GlobalData Healthcare.
−Removed: She has previously served as a non-executive director and Chair of the Board at the U.K.-listed Alliance Pharma plc, as a non-executive director and Chair of the Audit & Risk Committee at the U.K.-listed Niox Group PLC (previously Circassia Group plc), and as a non-executive director at Frimley Park NHS Foundation Trust in the U.K., at Cello Health PLC, and at the Duke NUS Medical School in Singapore.
−Removed: LeCouilliard is a Chartered Accountant holding an ACA from the Institute of Chartered Accountants in England & Wales and holds a Masters in Natural Sciences from the University of Cambridge.
−Removed: Daniel Ninivaggi , age 60, has served as an independent non-executive director since January 2025.
−Removed: The Board values Mr.
−Removed: Ninivaggi’s significant public company experience as a director and executive, his strong background in operations and capital allocation, and his legal and finance expertise.
−Removed: Ninivaggi currently serves as Non-Executive Chairman and Chair of the Finance Committee of Garrett Motion Inc.
−Removed: GTX), a global supplier of turbochargers and other powertrain components to light vehicle, commercial vehicle, and industrial end markets.
−Removed: From August 2021 until March 2024, he served as CEO and subsequently Executive Chairman of Lordstown Motors Corp.
−Removed: (formerly NASDAQ:
−Removed: RIDE), an electric vehicle automaker.
−Removed: Prior to that, Mr.
−Removed: Ninivaggi served as President and CEO of Icahn Enterprises L.P.
−Removed: IEP), the principal investment vehicle of Carl Icahn;
−Removed: as Co-CEO of Federal-Mogul Holdings Corp.
−Removed: (a public-company subsidiary of IEP now part of Apollo Global Management);
−Removed: and as CEO of Icahn Automotive Group, LLC and a Managing Director of IEP.
−Removed: Prior to joining IEP, he spent six years at Lear Corporation (NYSE:
−Removed: LEA), holding various senior executive positions.
−Removed: In addition to those positions noted above, Mr.
−Removed: Ninivaggi has served as a director of numerous other public and private companies, including Hertz Global Holdings, Inc., Navistar International Corporation, Icahn Enterprises G.P.
−Removed: (the general partner of Icahn Enterprises), CVR Energy Inc., XO Holdings, Tropicana Entertainment Inc., Motorola Mobility Holdings Inc., and CIT Group, Inc.
−Removed: Ninivaggi began his career at Skadden, Arps, Slate, Meagher & Flom LLP before joining Winston & Strawn LLP, where he became partner specializing in corporate law.
−Removed: He holds a BA from Columbia University, an MBA from the University of Chicago Graduate School of Business, and a JD degree (with distinction) from Stanford University School of Law.
−Removed: Barbara Ryan , age 65, has served as an independent non-executive director since June 2022.
−Removed: She was a Wall Street sell-side research analyst covering the U.S.
−Removed: Large Cap Pharmaceutical Industry for more than 30 years before founding Barbara Ryan Advisors, a capital markets and communications firm, in 2012.
−Removed: The Board values Ms.
−Removed: Ryan's deep experience in equity and debt financings, M&A, valuation, SEC reporting, financial analysis, and corporate strategy across a broad range of life sciences companies.
−Removed: Ryan is the Founder of Fabulous Pharma Females, a non-profit organization whose mission is to advance women in the biopharmaceutical industry.
−Removed: She is a Senior Advisor at Ernst & Young (a part-time role) and a non-executive director of INVO Bioscience, Inc.
−Removed: INVO), MiNK Therapeutics, Inc.
−Removed: INKT), serving as Chair of the Audit Committee, and Azitra, Inc.
−Removed: AZTR), serving as Chair of the Compensation Committee, OcuTerra Therapeutics, and Safecor Health.
−Removed: Robert Schriesheim , age 64, has served as an independent non-executive director since December 2024.
−Removed: The Board values Mr.
−Removed: Schriesheim's expertise in corporate finance, strategy, and capital markets, as well as his knowledge in public company governance and board practices of other corporations.
−Removed: He is chairman of Truax Partners LLC and leads large, complex transformations in partnership with Boards, CEOs, and institutional investors as an investor and director.
−Removed: Schriesheim has served on 12 public boards ranging from under $1 billion in revenue to Fortune 500, including as chairman, and has served as CFO of four public companies varying in revenue from $1 billion to $40 billion.
−Removed: He also serves as an Adjunct Associate Professor of Finance with a focus on corporate governance at The University of Chicago Booth School of Business.
−Removed: Schriesheim previously served as CFO of Sears Holdings, Hewitt Associates, and Lawson Software, and held executive roles at seed venture firm ARCH Development Partners, LLC, Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen, and Brooke Group Ltd.
−Removed: Schriesheim has been a director of Skyworks Solutions, Inc.
−Removed: SWKS) since 2006 and Houlihan Lokey, Inc.
−Removed: HLI) since 2015, serving as Lead Independent Director and as Chair of the Audit Committee.
−Removed: Effective March 1, 2025, he will join the board of Alight, Inc.
−Removed: Schriesheim previously served on a number of other public boards including Frontier Communications (as Chair of the Finance Committee overseeing the company during its Chapter 11 proceedings), NII Holdings, Forest City Reality Trust (Chair
−Removed: of the Audit Committee), Lawson Software, Co-Chairman of MSC Software, and Dobson Communications.
−Removed: Schriesheim earned an AB in Chemistry from Princeton University and an MBA from the University of Chicago Booth School of Business.
−Removed: Mark Stejbach, age 61, has served as an independent non-executive director since March 2021 and as a Designated Non-Executive Director for Workforce Engagement since October 2023.
−Removed: The Board values Mr.
−Removed: Stejbach's over 35 years of experience in biotech and pharmaceuticals, including senior roles in a broad range of commercial functions including marketing, sales, economic affairs, managed care, and finance.
−Removed: Stejbach most recently served as SVP & Chief Commercial Officer at Alkermes plc, a publicly traded global biopharmaceutical company focused on development and commercialization of addiction and schizophrenia treatments.
−Removed: Prior to his role at Alkermes, Mr.
−Removed: Stejbach served as the Chief Commercial Officer at Tengion, Inc.
−Removed: from 2008 to 2012 and previously held senior positions at Merck and Biogen.
−Removed: He also previously served as Senior Commercial Advisor to EIP Pharma Inc., a private company advancing CNS-focused therapeutics to benefit patients with neurodegenerative diseases.
−Removed: Stejbach currently serves as a director of Nirsum Laboratories, Inc.
−Removed: and previously served as a non-executive director of Flexion Therapeutics, Inc.
−Removed: FLXN), which marketed a “buy-and-bill” LAI for the treatment of osteoarthritis, from 2016 until its acquisition in 2021.
−Removed: Stejbach holds an MBA from the Wharton School, University of Pennsylvania and a BS in mathematics from Virginia Tech.
−Removed: Family Relationships
−Removed: There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
−Removed: Agreement with Significant Shareholder
−Removed: Relationship Agreement with the Oaktree Parties
−Removed: On December 16, 2024, Indivior PLC entered into a Relationship Agreement with Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P.
−Removed: and Boston Patriot Arlington ST LLC (together, the "Oaktree Parties").
−Removed: Pursuant to this agreement, among other things, Indivior PLC agreed to (i) appoint Robert Schriesheim, Joe Ciaffoni, and Daniel Ninivaggi (together, the "New NEDs") to the Board, (ii) appoint the New NEDs as members of the Nomination Committee and the Operational Committee of the Board, and (iii) from January 1, 2025 until the expiry of the Relationship Agreement, have a maximum of 11 directors on the Board.
−Removed: Indivior PLC also agreed that the Board will unanimously recommend to shareholders the re-appointment of the New NEDs to the Board at the 2025 Annual General Meeting of Indivior PLC.
−Removed: Please refer to Item 13—Certain Relationships and Related Transactions, and Director Independence , for more information about the Relationship Agreement.
−Removed: Code of Ethics
−Removed: We have adopted (i) a Global Code of Conduct that applies to all of our employees, officers, and directors, and (ii) a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, and principal accounting officer, copies of both of which are available on our website at www.indivior.com under the captions "About Us", "Corporate Governance", and "Global Conduct Policies".
−Removed: Any amendments to or waivers of the Global Code of Conduct or the Code of Ethics for Senior Financial Officers that require disclosure under applicable law or listing standards will be disclosed on our website at www.indivior.com.
−Removed: We undertake to provide a copy to any person, without charge, upon written request to Company Secretary, Indivior PLC, 10710 Midlothian Turnpike, Suite 125, North Chesterfield, Virginia 23235.
−Removed: Shareholder Nominations for Directors
−Removed: Pursuant to Indivior PLC's Memorandum and Articles of Association, shareholders may nominate any person to serve as a Director under the following conditions:
−Removed: The shareholder must be entitled to vote at the meeting and must deliver to the Company's office not less than seven nor more than 42 days before the day
−Removed: of the meeting:
−Removed: (a) a letter stating that the shareholder intends to nominate another person for appointment as a director;
−Removed: and (b) written confirmation from that person that they are willing to be appointed.
−Removed: Audit & Risk Committee
−Removed: The Audit & Risk Committee has responsibility for, among other things, monitoring the financial integrity of the financial statements of the Company along with PricewaterhouseCoopers LLP, our external auditors in that process.
−Removed: It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained.
−Removed: The ultimate responsibility for reviewing and approving the annual report and accounts and other interim financial reports remains with the Board.
−Removed: The Audit & Risk Committee shall meet not less than four times a year to coincide with key dates in the Company’s financial reporting cycle.
−Removed: The Audit & Risk Committee also meets on an ad hoc basis when necessary.
−Removed: The responsibilities of the Audit & Risk Committee set out in its Charter cover external audit, internal audit, financial and narrative reporting, internal controls and risk management, and the systems and procedures for detecting fraud.
−Removed: The Charter also sets out the authority of the Audit & Risk Committee to carry out its responsibilities.
−Removed: The members of our Audit & Risk Committee are Juliet Thompson (Chair), Jo LeCouilliard, Barbara Ryan, and Mark Stejbach.
−Removed: Our Board has determined that each member is independent within the meaning of SEC rules and regulations and Nasdaq listing standards and possesses the required level of financial literacy as required by Nasdaq.
−Removed: Audit Committee Financial Expert
−Removed: SEC rules and regulations and Nasdaq listing standards require that the Audit & Risk Committee be comprised of at least three members who are all independent and possess requisite financial literacy, including at least one member who qualifies as an “audit committee financial expert.” Our Board has determined that each of Ms.
−Removed: Thompson and Ms.
−Removed: LeCouilliard qualify as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirement of Nasdaq.
−Removed: Corporate Governance Guidelines
−Removed: During the year, the Board undertook a comprehensive review of its governance framework to ensure it supports the Company as it continues its transition to the requirements of a U.S.-listed domestic filer, while also meeting the requirements of an “Equity Shares (Transition)” issuer in the U.K.
−Removed: Pursuant to that review, effective January 1, 2025, the Board adopted new Corporate Governance Guidelines which describe the principles and practices the Board will follow in carrying out its responsibilities.
−Removed: In addition, each Board Committee’s Terms of Reference has been replaced by a US-style Charter.
−Removed: To further align with U.S.
−Removed: practices, the Remuneration Committee changed its name to the Compensation Committee and the Senior Independent Director was re-designated the Lead Independent Director.
−Removed: These changes are designed to meet the governance expectations and requirements to which a U.S.-listed domestic filer is expected to adhere.
−Removed: The new Corporate Governance Guidelines and Board Committee Charters are available at www.indivior.com.
−Removed: Board Practices
−Removed: As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under Nasdaq’s rules for domestic U.S.
−Removed: issuers, provided that we disclose which requirements we are not following and describe the equivalent home country requirement.
−Removed: However, notwithstanding our ability to follow the corporate governance practices of our home country, England, in most cases we have elected to adhere to the corporate governance rules of Nasdaq applicable to U.S.
−Removed: domestic registrants that are not “controlled” companies.
−Removed: The corporate governance practices that we follow in lieu of Nasdaq’s corporate governance rules are as follows:
−Removed: • We have established various equity compensation plans as described in Item 11 of this report, below.
−Removed: Under English law, subject to the provisions of a company's constitutional documents and the rules of the applicable equity compensation plan, a company with a Transition Segment
−Removed: Secondary Listing does not require shareholder approval to establish or materially amend an equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants of the company.
−Removed: Neither the Company's Articles of Association nor the Committee Charter contain any such shareholder approval requirement.
−Removed: We have implemented such plans following approval by only the Company's Compensation Committee, i n lieu of the requirement to comply with Rule 5635(c), which otherwise would require shareholder approval prior to the issuance of securities under such plans.
−Removed: Insider Trading Policies
−Removed: The Company has adopted a Group-Wide Dealing Policy and a Dealing Code that governs the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the registrant.
−Removed: The Dealing Code also prohibits the pledging and hedging of Company securities.
−Removed: In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
+Added: Information required by this Item will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders under the captions “Executive Officers,” “Election of Directors” and “Delinquent Section 16(a) Reports,” or similar captions which are incorporated herein by reference.
Executive Compensation.
−Removed: Total Compensation for the Chair and Non-Executive Directors
−Removed: The table below sets out the total remuneration received by the Chair and the Non-Executive Directors for the year ended December 31, 2024.
−Removed: David Wheadon (2)
−Removed: Juliet Thompson
−Removed: Joe Ciaffoni (3)
−Removed: Keith Humphreys
−Removed: Jo LeCouilliard
−Removed: Robert Schriesheim (3)
−Removed: Mark Stejbach
−Removed: Graham Hetherington (4)
−Removed: Jerome Lande (4)(5)
−Removed: Thomas McLellan (6)
−Removed: __________________
−Removed: Daniel Ninivaggi was appointed as an Independent Non-Executive Director and as a member of the Nomination Committee on January 31, 2025.
−Removed: As such, he did not receive any fees in 2024.
−Removed: (1) The amounts include fees and benefits.
−Removed: Fees are paid in their local currency.
−Removed: Since 2016, a fixed exchange rate (GB£1:U.S.$1.4434) has been applied to translate U.K.
−Removed: amounts into U.S.
−Removed: dollars, effectively setting fees at that time, on both a U.K.
−Removed: Benefits comprise the grossed-up cash value of travel and subsistence costs incurred in the normal course of business in relation to attendance at Board meetings held in the U.K.
−Removed: and in fulfilling the Non-Executive Director’s role, and the cost of providing professional support for the completion of U.K.
−Removed: tax returns for U.S.
−Removed: tax residents;
−Removed: these costs were translated to U.S.
−Removed: dollars using the average exchange rate for the 2024 financial year (GB£1:U.S.$1.2782).
−Removed: Wheadon was appointed as an Independent Non-Executive Director and as a member of the Compensation, Nomination, and Science Committees on June 1, 2024.
−Removed: The fee shown for 2024 is from the date of his appointment to December 31, 2024.
−Removed: Wheadon was subsequently appointed as Chair of the Board and Chair of the Nomination Committee on January 28, 2025.
−Removed: Ciaffoni and Mr.
−Removed: Schriesheim were each appointed as an Independent Non-Executive Director and as a member of the Nomination Committee on December 17, 2024.
−Removed: The fee shown for each for 2024 is from the date of their appointment to December 31, 2024.
−Removed: Hetherington and Mr.
−Removed: Lande retired from the Board on December 31, 2024.
−Removed: Lande stepped down as a member of the Nomination Committee on May 31, 2024.
−Removed: McLellan retired from the Board on February 29, 2024.
−Removed: Compensation of Executive Directors and Senior Managers
−Removed: The table below sets forth the remuneration of the Executive Directors and Senior Managers for the financial year ended December 31, 2024.
−Removed: Mark Crossley
−Removed: Ryan Preblick (1)
−Removed: Senior Managers Combined
−Removed: 871.8 539.9 4,232.9
−Removed: Taxable Benefits (2)
−Removed: 63.3 65.0 756.1
−Removed: Retirement Benefits (3)
−Removed: 29.3 29.3 374.4
−Removed: Total Fixed Pay
−Removed: 964.4 634.2 5,363.4
−Removed: Annual Incentive Plan (AIP) (4)
−Removed: 357.4 132.8 1,049.3
−Removed: Long Term Incentive Plan (LTIP)
−Removed: 0.0 0.0 68.4 (6)
−Removed: Total Variable Pay
−Removed: 357.4 132.8 1,117.7
−Removed: 1,321.8 767.0 6,481.1
−Removed: _____________
−Removed: Preblick stepped down as an Executive Director on December 31, 2024.
−Removed: Preblick continues in his role as Chief Financial Officer and he remains a member of the Executive Committee.
−Removed: (2) Taxable benefits consist primarily of healthcare, car allowance, life and disability insurance, and professional support for the completion of U.S.
−Removed: Taxable benefits included a car allowance ($19,500 each for Mr.
−Removed: Crossley and Mr.
−Removed: Preblick) and premiums for medical coverage ($22,300 for Mr.
−Removed: Crossley and $32,800 for Mr.
−Removed: (3) Executive Directors and Senior Managers may receive contributions into a defined contribution plan, a cash allowance, pension benefits in the form of company profit-sharing or matching contributions into the U.S.
−Removed: qualified 401(k) plan or a combination thereof.
−Removed: Crossley and Mr.
−Removed: Preblick received profit-sharing contributions of $13,800 (4% of eligible base salary) and matching contributions of $15,500 (75% on elected deferrals up to 4.5% of eligible base salary) to their 401(k) plan accounts.
−Removed: (4) The maximum Annual Incentive Plan (“AIP”) opportunity for the Chief Executive Officer is 200% of his base salary.
−Removed: The maximum AIP opportunity for the Chief Financial Officer is 120% of his base salary.
−Removed: The maximum AIP opportunity for our Senior Managers ranges from 100% to 140% of their base salary.
−Removed: For our Executive Directors, the AIP is paid 75% in cash, with the remaining 25% deferred into conditional shares for two years under the Company’s Deferred Bonus Plan.
−Removed: See “Deferred Bonus Plan 2018 (“DBP”),” beginning on page 182 .
−Removed: For Senior Managers, the AIP is paid in cash.
−Removed: For fiscal year 2024, the Compensation Committee set stretching performance targets in the context of the business plan for 2024 and taking account of external forecasts.
−Removed: These targets were set by reference to the key strategic drivers for the business:
−Removed: global net revenues for SUBLOCADE and U.S.
−Removed: net revenues for PERSERIS.
−Removed: The targets were reviewed by the Committee at its November 2024 meeting in light of the discontinuation of PERSERIS.
−Removed: The PERSERIS targets were updated from full year to half year (i.e., January to June) and the weighting reduced by half.
−Removed: For threshold performance 12.5% of the maximum bonus would be paid, for target performance 50% of the maximum bonus would be paid, and 100% of the maximum bonus would be paid for the delivery of exceptional performance significantly above both internal and external expectations.
−Removed: Achievement of the performance targets is calculated on a straight-line basis between threshold and target and between target and maximum.
−Removed: In addition, an ESG metric acted as a potential modifier to the overall AIP payout by which the overall AIP payout could be reduced by up to 10% if certain ESG targets were not met during the year;
−Removed: all objectives under the ESG modifier were met and the Committee chose not to exercise its discretion to reduce the overall AIP payout.
−Removed: Overall performance resulted in a formulaic payout of 20.5% of maximum.
−Removed: (5) The value of the awards has been estimated based on the number of shares expected to vest (6,702) at the three-month average share price of Indivior shares for the last quarter of the 2024 financial year (795.5p) and converted to U.S.
−Removed: dollars using the average GBP/U.S.$ exchange rate over the same period (GB£1:U.S.$1.2832).
−Removed: Annual Incentive Plan (“AIP”)
−Removed: In addition to base salary, an annual bonus opportunity exists for all employees, including the Executive Directors and Senior Managers.
−Removed: The maximum AIP opportunity for the Chief Executive Officer is 200% of his base salary.
−Removed: The maximum AIP opportunity for the Chief Financial Officer is 120% of his base salary.
−Removed: The maximum AIP opportunity for our Senior Managers ranges from 100% to 140% of their base salary.
−Removed: For our Executive Directors (the Chief Executive Officer and Chief Financial Officer), the AIP is paid 75% in cash, with the remaining 25% deferred into conditional shares for two years under the Company’s Deferred
−Removed: See “The Deferred Bonus Plan 2018 (“DBP”),” beginning on page 182 .
−Removed: For Senior Managers, the AIP is paid in cash.
−Removed: Performance measures under the AIP are designed to align to the key strategic drivers for the year ahead and are developed alongside the Company’s annual financial plans.
−Removed: The Compensation Committee has discretion to adjust the formulaic bonus outcomes both upward and downward (including to zero) to ensure alignment of pay with the underlying performance of the Company, e.g., in the event performance is impacted by unforeseen circumstances outside Management control.
−Removed: For the 2024 financial year, the Compensation Committee set stretching performance targets in the context of the business plan for 2024 and taking account of external forecasts.
−Removed: These targets were set by reference to the key strategic drivers for the business:
−Removed: global net revenues for SUBLOCADE, U.S.
−Removed: net revenues for PERSERIS and OPVEE, and advancement of pipeline assets.
−Removed: The PERSERIS targets were updated from full year to half year (i.e., January 1 to June 30) and the weighting reduced by half.
−Removed: For threshold performance 12.5% of the maximum bonus would be paid, for target performance 50% of the maximum bonus would be paid, and 100% of the maximum bonus would be paid for the delivery of exceptional performance significantly above both internal and external expectations.
−Removed: Achievement of the performance targets is calculated on a straight-line basis between threshold and target and between target and maximum.
−Removed: In addition, an ESG metric acted as a potential modifier to the overall AIP payout by which the overall AIP payout could be reduced by up to 10% if certain ESG targets were not met during the year;
−Removed: the Committee chose not to exercise its discretion to reduce the overall AIP payout as the relevant ESG targets were met.
−Removed: Overall performance resulted in a formulaic payout of 20.5% of maximum.
−Removed: In line with our Remuneration Policy, 25% of the 2024 bonus payable under the AIP to the Executive Directors was automatically deferred into conditional shares under the DBP.
−Removed: The deferred conditional share awards vest after two years subject to continued employment as well as malus provisions.
−Removed: Date of Grant
−Removed: Number of shares under award
−Removed: Closing share price at date of grant
−Removed: Aggregate fair market value as of the date of grant (1)
−Removed: Mark Crossley
−Removed: 16,959 1631.0p
−Removed: Ryan Preblick (2)
−Removed: 6,302 1631.0p
−Removed: (1) The market value used to determine the number of shares subject to awards was 1,633p, being the average mid-market closing price of Indivior shares on the business day immediately preceding the date of grant and converted to U.S.$ using the closing exchange rate on the day immediately preceding the date of grant (GB£1:U.S.$1.2802).
−Removed: Preblick stepped down as an Executive Director on December 31, 2024.
−Removed: Preblick continues in his role as Chief Financial Officer and he remains a member of the Executive Committee.
−Removed: Indivior PLC Long-Term Incentive Plan (“LTIP”)
−Removed: On March 8, 2024, the Chief Executive Officer and Chief Financial Officer were granted conditional awards over shares with a value equal to 400% of their base salary, being the maximum cap under the 2024 Remuneration Policy.
−Removed: Date of Grant
−Removed: Number of shares under award at maximum (1)
−Removed: Closing Share Price at date of grant
−Removed: Aggregate fair market value as of the date of grant
−Removed: Performance period
−Removed: Mark Crossley
−Removed: 157,732 1671.0p
−Removed: Ryan Preblick (3)
−Removed: 97,692 1671.0p
−Removed: All Other Senior Managers Combined
−Removed: 676,730 1671.0p
−Removed: 14,960.6 Jan.
−Removed: ______________
−Removed: (1) The market value used to determine the number of shares subject to awards was 1728.2p, being the average mid-market closing price of Indivior shares on the five business days immediately preceding the date of grant and converted to U.S.$ using the closing exchange rate on the day immediately preceding the date of grant (GB£1:U.S.$1.2792).
−Removed: (2) Awards granted to the Executive Directors under the LTIP are subject to a two-year post-vesting holding period and are then released to the Executive Director.
−Removed: Preblick stepped down as an Executive Director on December 31, 2024.
−Removed: Preblick continues in his role as Chief Financial Officer and he remains a member of the Executive Committee.
−Removed: (4) Conditional awards include the right to receive an amount equal in value to any dividends payable on the number of vested shares between the date of grant and the release date.
−Removed: Indivior Share Plans
−Removed: We have established the following plans, the key terms of which are summarized below.
−Removed: The Indivior 2024 Long-Term Incentive Plan (the “LTIP”)
−Removed: The Indivior Long-Term Incentive Plan (the "Expired LTIP") expired on November 5, 2024.
−Removed: The rules of the Expired LTIP applied to LTIP awards made prior to that date;
−Removed: the terms of the Expired LTIP are set out in Item 6 of our 2023 Annual Report on Form 20-F at the caption " The Indivior Long-Term Incentive Plan (the “LTIP”) " which is incorporated herein by reference.
−Removed: The current LTIP was adopted by the Board on February 21, 2024, approved by shareholders at the Annual General Meeting on May 9, 2024, and amended by the Compensation Committee on September 30, 2024;
−Removed: the LTIP applies to awards made after May 9, 2024.
−Removed: Administration of the LTIP
−Removed: The LTIP is administered by the Compensation Committee or, in the case of awards not being made to directors, such other committee as authorized by the Company (the “LTIP Committee”).
−Removed: The LTIP Committee may select any employee of the Company, including any Executive Director, to participate in the LTIP.
−Removed: An award under the LTIP may take the form of:
−Removed: • a nil-cost option, which is a right to buy ordinary shares on vesting for nothing or a nominal amount;
−Removed: • a market value option, which is a right to buy ordinary shares at a price set by reference to their market value at the award date;
−Removed: • a conditional award, which is a right to receive ordinary shares on vesting;
−Removed: • free shares, which is the receipt of ordinary shares for nothing or a nominal amount but subject to the risk of forfeiture prior to vesting.
−Removed: Awards may be satisfied by the issue of new ordinary shares, the transfer of treasury shares, or by paying an equivalent amount in cash.
−Removed: Awards are personal to the participant and may not be transferred except on death.
−Removed: No payment is required for the grant of an award.
−Removed: Awards may only be granted within 42 days following:
−Removed: the announcement of the Company’s results for any period;
−Removed: the removal of any restrictions imposed on the Company which have previously prevented an award from being granted;
−Removed: any date on which changes to legislation or regulations affecting share plans are announced, effected, or made;
−Removed: or at any other time if the LTIP Committee considers that exceptional circumstances exist.
−Removed: No awards may be granted under the LTIP after the date of the Company's 2034 Annual General Meeting.
−Removed: Individual limit
−Removed: Under the 2021 Remuneration Policy, the maximum annual award that may be made to any individual in respect of any financial year will be the lower of 300,000 ordinary shares or 400% of base salary.
−Removed: With respect of any awards granted prior to September 30, 2024, the LTIP is subject to the limit that on any date, the aggregate nominal amount of ordinary shares that may be allocated under the LTIP may not, when added to the nominal amount of ordinary shares allocated in the previous 10 years under all employee share plans of the Company, exceed 10% of the then equity share capital of the Company.
−Removed: With respect of any awards granted on or after September 30, 2024, the aggregate number of ordinary shares which may be granted under the LTIP shall not exceed 19,000,000 ordinary shares (whether satisfied by the issue of new ordinary shares, the transfer of treasury shares, or the transfer of existing ordinary shares).
−Removed: Any award settled in cash shall not be counted against the limit.
−Removed: For these purposes, ordinary shares are treated as allocated when they are issued or transferred in satisfaction (directly or indirectly) of a person’s right under an award.
−Removed: No account will be taken of (i) ordinary shares acquired for a price equal to their market value at or about the date of acquisition and whose cost is borne by the employee;
−Removed: or (ii) an award to the extent to which the LTIP Committee considers that it will be satisfied by the transfer of existing ordinary shares other than treasury shares.
−Removed: Performance conditions
−Removed: Each award may, or in the case of Executive Directors of the Company must, be subject to one or more performance conditions, at least one of which must be linked to the performance of the Company, which will determine whether and to what extent the participant will receive ordinary shares.
−Removed: Performance conditions are normally measured over a period of three years.
−Removed: For Executive Directors the performance conditions are measured on one occasion only;
−Removed: there is no re-testing.
−Removed: The LTIP Committee may waive or change performance conditions if events happen as a result of which the LTIP Committee reasonably considers it appropriate to make the change, provided that any changed performance conditions will not be materially easier or more difficult to satisfy.
−Removed: Vesting of awards
−Removed: Awards will normally only vest in accordance with the performance conditions at the end of the performance period or, if later, three years after the date of grant.
−Removed: Awards granted to the Executive Directors under the LTIP are subject to a two-year post-vesting holding period and are then released to the Executive Director.
−Removed: Each award may, to the extent that it vests, be adjusted by the LTIP Committee to include the dividends payable on the vested shares during the period starting with the date the award is granted and ending with the date on which the award vests or the option is exercised.
−Removed: The adjustment will be made, as the LTIP Committee may decide, either by paying an amount equal to the dividends in cash or by paying that amount in ordinary shares.
−Removed: Dividend equivalents will be paid to any relevant participant as soon as practicable after entitlement to the ordinary shares under the award or, in the case of an option, after exercise.
−Removed: In the case of conditional awards, the ordinary shares are issued or transferred to the participant as soon as reasonably practicable upon vesting while in the case of options, the award becomes exercisable on vesting and may be exercised during the exercise period specified at the time of grant.
−Removed: Alternatively, the LTIP Committee may decide to satisfy awards on vesting by a cash payment.
−Removed: Malus and Clawback
−Removed: Awards are granted subject to the Company's malus and clawback policies, under which the Company may clawback awards (including a reduction of the number of ordinary shares under an award and forfeiture of ordinary shares delivered) if certain trigger events (including a material misstatement of the Company's results, serious misconduct by the participant, or serious reputational damage to the Company) occur.
−Removed: Termination of employment
−Removed: If a participant ceases to be employed within the Company for any reason other than misconduct, he is entitled to retain any awards which have vested.
−Removed: If a participant ceases to be employed within the Company, his unvested awards lapse unless he leaves for a permitted reason.
−Removed: A permitted reason is death, injury, ill-health, disability, redundancy, retirement with his employer’s agreement, the sale of the company or business in which the participant works and such other reason as the LTIP Committee may decide.
−Removed: Where a participant leaves for a permitted reason and the award is subject to a performance condition, the award will vest after the end of the performance period and be released on the normal release date.
−Removed: Alternatively, the LTIP Committee may decide that the extent to which the award will vest will be measured in accordance with a determination of the performance conditions and other conditions at the end of the financial year in which the cessation of employment occurs.
−Removed: The award will also be reduced pro rata to reflect the period from the date of cessation of employment until the date of the end of the performance period as a proportion of the performance period, unless the LTIP Committee decides otherwise.
−Removed: In the case of death, the performance conditions will not apply and the award will vest and be released on the date of death, but the award will be reduced on a time pro-rated basis.
−Removed: If the award is not subject to performance conditions, the award will vest on the normal vesting date unless the LTIP Committee decides otherwise.
−Removed: Options that have already vested, or which vest following termination of employment, may be exercised within the 12 months following their release.
−Removed: Change of control
−Removed: Special rules apply in the event of a change of control, including a change of control resulting from a scheme of arrangement or a takeover.
−Removed: Unless the LTIP Committee decides otherwise, awards will vest (if at all) on the date of the change of control, but only to the extent that any performance conditions have been satisfied at that date as determined by the LTIP Committee and the extent to which the award vests shall be reduced pro rata to reflect the period from the date of the event until the date of the end of the performance period as a proportion of the performance period.
−Removed: In the event of a change of control, participants may or the LTIP Committee may require that participants surrender their awards in return for substitute awards over shares in the acquiring company or another company.
−Removed: The LTIP Committee may allow awards to vest on a similar basis in the event of a demerger or other corporate events.
−Removed: So long as the ordinary shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for any new ordinary shares issued under the LTIP to be admitted to the Official List and for permission to trade in those ordinary shares.
−Removed: Ordinary shares issued under the LTIP will rank equally in all respects with existing ordinary shares except for any rights attaching to the ordinary shares by reference to a record date prior to the date of allotment.
−Removed: Variation of Capital
−Removed: On any variation of the Company’s share capital, or in the event of a demerger, special dividend or other circumstances which the LTIP Committee considers appropriate, the LTIP Committee may adjust the number or class of ordinary shares or securities comprised in an option or conditional award and, in the case of an option, the option price.
−Removed: Benefits non-pensionable
−Removed: Benefits under the LTIP will not form part of a participant’s remuneration for pension purposes.
−Removed: The LTIP Committee may, without the approval of the Company, amend the LTIP through any minor changes to benefit the administration of the LTIP, to comply with or take account of the provisions of any proposed or existing legislation or changes to any applicable legislation, or to obtain or maintain favorable tax, exchange control or regulatory treatment for participants or for any company in the Company.
−Removed: Except as described above, no amendment which is to the advantage of existing or future participants may be made, without the prior approval of the Company in general meeting, to those provisions dealing with eligibility, limitations on the number of ordinary shares which may be issued under the plan, or the rights of a participant in the event of a capitalization issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company.
−Removed: HM Revenue and Customs in the United Kingdom (“HMRC”) registered options
−Removed: The LTIP allows options to be granted in satisfaction of the conditions of Schedule 4 of the Income Tax (Earnings and Pensions Act) 2003, as amended (the “ITEPA”).
−Removed: The LTIP contains a part to ensure that options granted to and held by U.S.
−Removed: participants have an exercise price that is at least fair market value, and that conditional awards granted to and held by such U.S.
−Removed: participants either meet the requirements of the short-term deferral exemption to Section 409A of the U.S.
−Removed: Internal Revenue Code 1986, as amended, or are compliant therewith.
−Removed: Canadian Participants
−Removed: The LTIP contains a part to ensure that an award made to a participant who is subject to taxation under the laws of Canada is not taxed as a “Salary Deferral Arrangement.” All awards subject thereto are administered and interpreted in a manner which complies with such intent.
−Removed: The Indivior 2024 U.K.
−Removed: Savings Related Share Option Plan (the “Sharesave Plan”)
−Removed: The Indivior U.K.
−Removed: Savings Related Share Option Plan (the "Expired Sharesave Plan") expired on November 30, 2024.
−Removed: The rules of the Expired Sharesave Plan applied to grants of options made prior to that date;
−Removed: the terms of the Expired Sharesave Plan are set out in Item 6 of our 2023 Annual Report on Form 20-F at the caption " The Indivior Savings-Related Share Option Plan (the “Sharesave Plan”) " which is incorporated herein by reference.
−Removed: The current Sharesave Plan was approved by Shareholders at the Annual General Meeting on May 9, 2024, and amended by the Compensation Committee on September 30, 2024;
−Removed: the Sharesave Plan applies to grants of options made after May 9, 2024.
−Removed: Administration
−Removed: The Sharesave Plan is administered, in accordance with its rules, by the Board or a duly authorized committee thereof.
−Removed: All employees (including directors working 25 hours or more per week) who have a qualifying period (if any) of continuous service (commencing not earlier than five years prior to the Date of Grant) as the Directors may in their absolute discretion and from time to time determine of continuous service with the Company, or any subsidiary nominated to join in the Sharesave Plan, and who receive general earnings to which section 15 of the Income Tax (Earnings and Pensions) Act 2003 applies are eligible to participate.
−Removed: The Board may invite other employees of the Company to participate.
−Removed: Options will entitle the holder to acquire ordinary shares.
−Removed: Options will be personal to the participant and may not be transferred.
−Removed: No payment will be required for the grant of an option.
−Removed: No options will be granted under the Sharesave Plan after the date of the Company's 2034 Annual General Meeting.
−Removed: Invitations to participate will normally be issued within 30 days (or 42 days if applications are scaled down) following:
−Removed: the announcement of the Company’s results for any period or its issue of any prospectus, listing particulars or other document containing equivalent information relating to the ordinary shares;
−Removed: a day on which an announcement is made of a new prospectus for certified SAYE (Save As You Earn) savings arrangements (within the meaning of section 703(1) of the Income Tax (Trading and Other Income) Act 2005) for the purposes of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003;
−Removed: a day on which an announcement is made of amendments to be made to the Income Tax (Earnings and Pensions) Act 2003 (so far as those changes affect savings-related share option plans approved by HMRC) or a day on which any such amendments come into force;
−Removed: the date of any general meeting of the Company’s shareholders;
−Removed: or at any other time if the Board determines that the circumstances are sufficiently exceptional to justify the grant of an option.
−Removed: No awards may be granted under the Sharesave Plan after the date of the Company's 2034 Annual General Meeting.
−Removed: Exercise price
−Removed: The price payable per ordinary share on exercise of an option granted under the Sharesave Plan may not be less than an amount equal to 80% of the market value of an ordinary share (or such other percentage as shall from time to time be specified in paragraph 28(1)(b) of Schedule 3 of the Income Tax
−Removed: (Earnings and Pensions) Act 2003) or, if greater, and ordinary shares are to be acquired by subscription, the nominal value of an ordinary share.
−Removed: Individual limit
−Removed: Each eligible employee will be given the opportunity to apply for an option, the total exercise price of which does not exceed the aggregate of the monthly contributions made and any bonus due under the Sharesave contract to be entered into as a condition of the grant of the option.
−Removed: The aggregate maximum monthly contribution payable by an employee under all Sharesave contracts linked to the options granted under the Sharesave Plan may not exceed such sum as may from time to time be permitted by statute and approved by the directors.
−Removed: With respect of any options granted prior to September 30, 2024, the aggregate nominal amount of new ordinary shares in respect of which options may be granted may not exceed 10% of the nominal amount of the equity share capital of the Company, less the total nominal amount of any new ordinary shares allocated in the previous 10 years under all employee share plans of the Company.
−Removed: With respect of any options granted on or after September 30, 2024, the aggregate number of ordinary shares which may be granted under the Sharesave Plan shall not exceed 1,000,000 ordinary shares (whether satisfied by the issue of new ordinary shares, the transfer of treasury shares, or the transfer of existing ordinary shares).
−Removed: Any option settled in cash shall not be counted against this limit.
−Removed: For these purposes, allocation means the issue of new ordinary shares or the transfer of treasury shares in satisfaction (directly or indirectly) of a person’s rights under an award.
−Removed: No account will be taken of ordinary shares acquired by an employee where the ordinary shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those ordinary shares is borne by the employee.
−Removed: No account will be taken of an award if and to the extent to which the Board considers that it will be satisfied by the transfer of existing ordinary shares other than treasury shares.
−Removed: Any ordinary shares allocated, or remaining to be allocated, to the trustee of any trust which were used, or which are to be used, to satisfy awards granted under an employee share plan must be treated as having been allocated, or as remaining to be allocated, in respect of those awards unless the ordinary shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of ordinary shares other than ordinary shares previously allocated to it.
−Removed: Where an award is granted in consideration of the release by the holder of an award previously granted to such holder under an employee share plan, then the earlier award is ignored and the later award is deemed to have been granted at the same time as the earlier award.
−Removed: Exercise of options
−Removed: Options will normally be exercisable in whole or in part during the period of six months starting on the bonus date.
−Removed: The bonus date is the date on which the bonus under the related Sharesave contract is payable.
−Removed: In normal circumstances this will be the third or fifth anniversary of the starting date of the Sharesave contract and will depend upon the election made by the participant at the time of grant.
−Removed: Whenever an option is exercised, it may only be exercised with monies not exceeding the amount of the aggregate monthly contributions made and any bonus due under the related Sharesave contract.
−Removed: Termination of employment
−Removed: If the participant dies, his personal representatives may exercise his options in the 12 months following his death or, if earlier, the bonus date.
−Removed: If a participant ceases to be employed within the Company for a permitted reason, the participant may exercise his options in the six months following the termination of his employment.
−Removed: A permitted reason is injury, disability, redundancy, retirement, the transfer or sale outside the Company of the company or business in which the participant works or, in the case of any option which the participant has held for at least three years, where the employee does not return after maternity leave or
−Removed: ceases employment not by reason of dismissal for misconduct.
−Removed: If a participant ceases to be employed for any other reason, his option will lapse.
−Removed: For these purposes, a participant will not be treated as ceasing to be employed within the Company for so long as he remains employed by a company which is an associated company of the Company.
−Removed: Change of control
−Removed: The exercise of options will also be permitted in the event of a change in control, a reorganization, a court-sanctioned compromise or arrangement applicable to or affecting all of the ordinary shares, a takeover offer or a voluntary winding up of the Company.
−Removed: In the event of a change in control of the Company, participants may surrender their options in return for substitute options over shares in the acquiring company.
−Removed: Application will be made for admission to the Official List of new ordinary shares issued under the Sharesave Plan and for permission to trade in those ordinary shares.
−Removed: Ordinary shares issued on the exercise of options will rank equally in all respects with existing ordinary shares except for rights attaching to ordinary shares by reference to a record date prior to the date of allotment.
−Removed: Variation of Capital
−Removed: If there is a variation in the share capital of the Company, the Board may adjust options in such manner as it determines to be appropriate.
−Removed: Benefits non-pensionable
−Removed: Benefits under the Sharesave Plan will not form part of a participant’s remuneration for pension purposes.
−Removed: If and for so long as the ordinary shares are admitted to the Official List of the London Stock Exchange, no amendment which is to the advantage of employees or participants may be made to those provisions dealing with eligibility, individual or Sharesave Plan limits, the basis for entitlement to and the terms of the ordinary shares or the adjustment of options without the prior approval of the Company in general meeting, except for minor amendments to benefit the administration of the Sharesave Plan, to take account of a change in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for participants or eligible employees or for a member of the Company.
−Removed: Subject to the foregoing, the Board may amend the Sharesave Plan in any respect.
−Removed: The Indivior U.S.
−Removed: Employee Stock Purchase Plan (the “ESPP”)
−Removed: The ESPP was approved by shareholders at the Annual General Meeting of the Company held on May 12, 2016, and amended by resolution of the Board on September 24, 2020 and by resolution of the Compensation Committee on February 14, 2023 and September 30, 2024.
−Removed: It is the intent of the Company to have the ESPP qualify as an “employee stock purchase plan” under Section 423 of the U.S.
−Removed: Internal Revenue Code of 1986, including any amendments or replacements of such section.
−Removed: Administration
−Removed: The ESPP is administrated by our Board or a duly authorized committee thereof.
−Removed: All individuals who are eligible employees of the Company or participating subsidiaries are eligible to participate in the ESPP.
−Removed: An employee is ineligible if (i) upon enrollment in the ESPP, they would own directly or indirectly an aggregate of 5% or more of the total combined voting power or value of the Company or a
−Removed: subsidiary’s shares;
−Removed: (ii) they work 20 hours a week or less;
−Removed: or (iii) they work for five months or less of the calendar year.
−Removed: Under the ESPP, participants are granted options to purchase ordinary shares from the Company.
−Removed: As of each enrollment date, each participant is automatically granted an option to purchase a number of ordinary shares representing their savings but subject to a maximum number of ordinary shares with a market value at the date of grant of $10,000.
−Removed: Options may either be options to subscribe for newly-issued ordinary shares or for existing ordinary shares purchased in the market.
−Removed: The rights of the participant shall not be transferable.
−Removed: No option shall be granted under the ESPP after the date as of which the ESPP is terminated by the Board in accordance with the termination provisions or, in any event after, the tenth anniversary of the ESPP’s approval by the Company’s shareholders.
−Removed: Participation in the ESPP is voluntary.
−Removed: Eligible employees who meet the specified requirements are able to enroll in the ESPP on the first day of each six-month period commencing with the first regular payroll period on or after each successive January 1 or July 1 (each an “Accumulation Period”).
−Removed: Any eligible employee may consent to enrollment in the ESPP by completing and signing an enrollment form (which authorizes the payroll deductions).
−Removed: Exercise Price
−Removed: The exercise price shall be eighty-five percent (85%) of the lower of (i) the fair market value of an ordinary share on the enrollment date on which the option is granted;
−Removed: or (ii) the fair market value of an ordinary share on the purchase date but, in the case of newly issued ordinary shares, not lower than the par value of an ordinary share.
−Removed: The Board may establish a different purchase price, though it may not be less than (i) the purchase price set forth above and (ii) in the case of newly issued ordinary shares, than the par value per ordinary share.
−Removed: Also, in such case, the Board must determine such different purchase price at least thirty (30) days prior to the Accumulation Period for which it is applicable.
−Removed: Payroll Deductions
−Removed: To participate in the ESPP, eligible employees must elect and authorize to have deductions made from their pay on each payday during the Accumulation Period to which the enrollment form relates.
−Removed: Each participant designates a percentage of their base earnings to be deducted.
−Removed: The minimum deduction is one percent (1%) and the maximum is ten percent (10%), of base earnings per Accumulation Period.
−Removed: The number of ordinary shares reserved under the ESPP is 25,000,000.
−Removed: With respect of any options granted prior to September 30, 2024, the ESPP will be subject to the limit that on any date, the aggregate number of new ordinary shares which may be issued (or treasury shares transferred) under the ESPP may not, when added to the number of new ordinary shares allocated in the previous 10 years under all employee share plans of the Company, exceed 10% of the equity share capital of the Company in issue at that time.
−Removed: Exercise of awards
−Removed: An award will normally be deemed to have been exercised on the specific trading day during an Accumulation Period on which ordinary shares are purchased under the ESPP.
−Removed: For each Accumulation Period, the purchase date is the last trading day occurring in such Accumulation Period.
−Removed: Whenever an award is exercised it will be for the number of ordinary shares (including partial or fractional shares) which the funds accumulated in their account at such purchase date will purchase at the applicable purchase price.
−Removed: Termination of employment
−Removed: Participation in the ESPP terminates immediately when a participant ceases to be employed with the Company or a participating subsidiary for any reason whatsoever, including but not limited to termination of employment, whether voluntary or involuntary, or on account of death, disability or retirement, or if the participating subsidiary employing the participant ceases to be a participating subsidiary.
−Removed: As soon as administratively practicable after termination, the Company shall pay the participant or legal representative all amounts accumulated in the participant’s account.
−Removed: Change of Control
−Removed: A participant’s accumulated savings at the relevant date will be used to exercise their options under the ESPP in the event of a change of control, takeover offer, scheme of arrangement or winding up of the Company.
−Removed: Application will be made for admission to the Official List of any new ordinary shares issued under the ESPP and for permission to trade in those ordinary shares.
−Removed: Ordinary shares issued on the exercise of options will rank equally in all respects with existing ordinary shares except for rights attaching to ordinary shares by reference to a record date prior to the date of allotment.
−Removed: Variation of Capital
−Removed: In the event of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or shares, separation, asset spin-off, stock rights offering, liquidation or other similar change in the capital structure of the Company, the Board shall make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the ordinary shares available for purchase under the ESPP.
−Removed: In the event of liquidation of the Company, each option to purchase ordinary shares shall terminate but the participant holding such an option shall have the right to exercise their option prior to such termination.
−Removed: Benefits non-pensionable
−Removed: Benefits under the ESPP do not form part of a participant’s remuneration for pension purposes.
−Removed: The Board may amend or modify the ESPP at any time, provided that no amendment that would amend to the advantage of participants (i) the definition of eligible employees entitled to participate in the ESPP, (ii) the maximum number of ordinary shares reserved for sale and issuance under the ESPP, (iii) the number, kind and purchase price of the ordinary shares available for purchase in order to permit the enlargement of a participant’s rights under the ESPP, (iv) the maximum fair market value option amount that a participant may be granted in a calendar year under the ESPP, or (v) the requirements of any securities exchange on which the ordinary shares are traded unless in each case it has been authorized by shareholders of the Company in a general meeting.
−Removed: The committee authorized to administer the ESPP may, without such approval, make minor amendments to benefit the administration of the ESPP, to take account of a change in legislation or to obtain or maintain favorable tax, exchange control or regulatory treatment for participants in the ESPP or for the Company.
−Removed: Subject to the preceding paragraph, the committee authorized to administer the ESPP shall have the power to amend the ESPP and perform such acts as it deems necessary to promote the best interests of the Company.
−Removed: The Indivior Deferred Bonus Plan 2018 (the “DBP”)
−Removed: In line with our Remuneration Policy, the DBP requires the Executive Directors to defer 25% of their annual bonus in the form of ordinary shares of the Company for a period of time.
−Removed: The DBP was adopted by the Board on July 19, 2018, and subsequently amended on November 19, 2018, February 14, 2023, and September 30, 2024.
−Removed: The DBP only applies to Executive Directors (the Chief Executive Officer and, until
−Removed: December 31, 2024, the Chief Financial Officer).
−Removed: The DBP is intended to comply with section 409A of the U.S.
−Removed: Internal Revenue Code of 1986.
−Removed: Administration of the DBP
−Removed: The DBP is administered, in accordance with its rules, by the Compensation Committee or another duly authorized committee of the Board (the “DBP Committee”).
−Removed: The DBP Committee may grant an award under the DBP to any employee (including an Executive Director) who was a participant in any annual bonus plan operated by the Company during the financial year immediately preceding the proposed date of grant as a means of deferring part of that employee’s annual bonus into ordinary shares of the Company.
−Removed: Awards may be granted in the form of (i) options to acquire ordinary shares of the Company, (ii) conditional share awards or (iii) phantom shares awards, in each case as the DBP Committee may determine in its absolute discretion.
−Removed: Prior to granting an award, the DBP Committee shall determine the number of ordinary shares or notional shares subject to an award where the market value of such ordinary shares or notional shares, as applicable, shall not exceed 25% (or such other percentage as the DBP Committee may determine) of the individual’s annual bonus.
−Removed: Awards may only be granted within 42 days commencing on the day immediately after the announcement of the Company’s results for any period or the day on which the DBP Committee considers that exceptional circumstances exist which justify the grant of awards.
−Removed: Vesting of awards
−Removed: Awards will typically vest after a period of two years from the date of grant or such other period or periods as the DBP Committee considers appropriate.
−Removed: Ordinary shares transferred under the DBP will rank equally in all respects with existing ordinary shares then in issue except for any rights attaching to such ordinary shares by reference to a record date before the date of such transfer.
−Removed: The DBP includes a clawback provision under which the DBP Committee may reduce awards, recover awards or make certain other adjustments to awards if (and in respect of vested awards only, before the second anniversary of such award’s vesting date) the DBP Committee determines in its absolute discretion that there was a material misstatement of the Company’s results for any financial year before an award was granted, there was serious misconduct by the participant, or at any time during or after any financial year before an award was granted there was serious reputational damage to any member of the Company.
−Removed: Termination of employment
−Removed: If, prior to an award vesting, a participant ceases to be employed within the Company due to voluntary resignation, misconduct or the Company becomes aware of facts or circumstances that would have entitled it to dismiss the participant for misconduct, such participant’s unvested awards shall lapse.
−Removed: If, prior to an award vesting, a participant ceases to be employed within the Company for any other reason, then such participant’s unvested award shall continue subject to the rules of DBP.
−Removed: Change of control
−Removed: Special rules apply in the event of a change of control, including a change of control resulting from a scheme of arrangement pursuant to the Companies Act or a takeover.
−Removed: Unless the DBP Committee decides otherwise, awards will vest on the date of the relevant event.
−Removed: The DBP Committee may determine that participants may surrender their awards in return for substitute awards over shares in the acquiring company or another company.
−Removed: The DBP Committee may allow awards to vest on a similar basis in the event of a voluntary winding-up of the Company.
−Removed: Subject to the determination of the DBP Committee, participants shall be entitled on the vesting of any award either (a) to be paid a cash amount equal to the dividend that the participant would have accrued had the participant held the number of ordinary shares under the award from the date of grant until the vesting date or (b) to receive an additional number of ordinary shares that could have been acquired with the amount of cash dividends payable on the ordinary shares under the award.
−Removed: Variation of Capital
−Removed: On any variation of the Company’s share capital, such as a rights issue, super dividend, demerger, dividend in specie or any capitalization issue or other similar event, awards may be adjusted in such manner as the DBP Committee considers appropriate.
−Removed: If any such event, in the opinion of the DBP Committee, would materially affect the value of an award, the DBP Committee may permit awards to vest on or prior to the date of such event.
−Removed: The DBP Committee may amend the DBP from time to time.
−Removed: However, except for minor amendments to benefit the administration of the DBP, to take account of changes in law, tax or regulatory treatment or to take account of local laws where participants are situated, no amendment that would adversely and materially affect the existing rights of a participant may be made unless with the written consent of the participant or a majority of the participants affected by the amendment.
−Removed: Indivior PLC Employee Benefit Trust
−Removed: In 2016, we established an employee benefit trust with an independent trustee, based in Jersey, Channel Islands, to purchase and hold shares in Indivior to be used to satisfy awards and/or options granted to eligible employees under our share plans established from time to time.
−Removed: The trustee has waived its rights to receive dividends on any shares that it holds.
−Removed: The employee benefit trust held 100,210 ordinary shares and Depositary Interests as at January 31, 2025.
−Removed: Indivior Inc.
−Removed: Profit Sharing and 401(k) Plan (the “401(k) Plan”)
−Removed: The 401(k) Plan is a defined contribution plan and is intended to be a qualified retirement plan under the U.S.
−Removed: Internal Revenue Code of 1986.
−Removed: The purpose of the 401(k) Plan is to enable eligible employees to save for retirement.
−Removed: As well as retirement benefits, the 401(k) Plan provides certain benefits in the event of death, disability, or other termination of employment.
−Removed: The 401(k) Plan is for the exclusive benefit of eligible employees and their beneficiaries.
−Removed: Eligible employees may elect to defer a percentage of their eligible compensation into the 401(k) Plan, and the Company will match 75% of the first 6% of an eligible employee’s contributions.
−Removed: Additionally, the Company automatically contributes an amount equal to 4% of an eligible employee’s eligible compensation to the employee’s 401(k) Plan, representing a profit-sharing contribution.
−Removed: Indivior Inc.
−Removed: Deferred Compensation Plan (“DCP”)
−Removed: We maintain a Deferred Compensation Plan (“DCP”) that provides a select group of Management and other highly compensated employees in the U.S., including Executive Directors and Senior Managers, as determined by the committee administering the DCP, with an opportunity to defer the receipt of portions of their compensation.
−Removed: The DCP is intended to comply with section 409A of the U.S.
−Removed: Internal Revenue Code of 1986.
−Removed: The DCP allows highly compensated employees who are unable, due to limits that the Internal Revenue Service (“IRS”) imposes on 401(k) plans, to save a proportionate amount of their eligible compensation for retirement within the 401(k) Plan, to defer compensation in excess of IRS limits.
−Removed: Under our DCP, for each financial year, participants may elect to defer up to 75% of their base salary and up to 100% of their bonus.
−Removed: Employees hired before January 1, 2011 are eligible for a Company match on 401(k) deferrals in excess of the annual IRS limit up to 4.5% of eligible compensation.
−Removed: Amounts contributed to the DCP are invested in one or more investment options as elected by a participant or absent such election, the committee administering the DCP.
−Removed: Participants can elect to have the benefits associated with compensation deferred in a financial year paid on June 1 of a year at least two financial years after the financial year in which such compensation was deferred.
−Removed: Otherwise, and subject to certain exceptions, benefits under the DCP are paid in a lump sum or in a fixed amount annually over a period not to exceed 10 years starting 60 days (or for certain employees, six months) after termination of employment of the participant.
−Removed: Deeds of Indemnity
−Removed: The Company also entered into a deed poll of indemnity (the “Deed Poll”) on November 5, 2014 for the benefit of the officers, directors, company secretary or any position equivalent to any of the foregoing (“Beneficiaries”) of the Company or any body corporate that is a group undertaking of the Company (“Group Company”).
−Removed: Under the Deed Poll, the Company undertakes to indemnify each Beneficiary against any and all liability suffered or incurred by that Beneficiary in respect of that Beneficiary’s acts or omissions while, or in the course of acting or purporting to act as, an officer of any Group Company or which otherwise arises by virtue of that Beneficiary holding or having held such position, in each case, to the extent arising out of or in connection with, directly or indirectly, any investigation, demand, claim, action or proceeding brought or threatened against that Beneficiary or any other person in any jurisdiction.
−Removed: The Deed Poll does not extend to any liability incurred by the Beneficiary (1) to pay a fine imposed in criminal proceedings, (2) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature, (3) in defending any criminal proceedings in which the Beneficiary is convicted, (4) in defending civil proceedings brought by the Company, in which judgment is given against the Beneficiary, or (5) in connection with an application for relief in which the court refuses to grant the Beneficiary relief.
−Removed: The Deed Poll also does not apply to the extent that the Beneficiary has been indemnified or reimbursed by any other insurance, where there has been gross negligence, fraud or willful default by the Beneficiary or where the Beneficiary has improperly derived a personal benefit or profit.
−Removed: The Company may advance such funds to a Beneficiary as the Company, in its reasonable discretion, considers appropriate for the Beneficiary to meet expenditures incurred in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the Beneficiary or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Beneficiary.
−Removed: The Deed Poll also provide that the Company will use reasonable endeavors to purchase and maintain insurance cover for directors’ and officers’ liabilities on reasonable commercial terms in respect of each Beneficiary for so long as the Beneficiary is a director or employee of any Group Company and for at least six years thereafter.
−Removed: Malus and Clawback
−Removed: The Compensation Committee has the discretion to scale back or cancel LTIP awards, extend the performance period or defer the exercise period prior to the satisfaction of awards or after the end of any relevant holding period in the event that results are materially misstated for part of the performance period applicable to an award, an individual’s conduct has amounted to gross misconduct or in the event of serious reputational damage to Indivior.
−Removed: Where LTIP awards have vested, the Committee has the discretion to “claw back” awards or reduce amounts of other payments due to the individual up to the fifth anniversary of the grant of awards in the circumstances described above.
−Removed: Indivior PLC Executive Compensation Clawback Policy
−Removed: The Company's Executive Compensation Policy forms part of its Malus & Clawback policy, adopted during the year.
−Removed: The policy requires Indivior to recover incentive based compensation if (i) there is a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under securities laws, or that would result in a material misstatement if not corrected for prior periods;
−Removed: and (ii) a covered executive has received incentive-based compensation in excess of what they should have received if such compensation was instead calculated using the corrected Company financial statements.
−Removed: Executive Financial Recoupment Program
−Removed: As part of the Company’s Corporate Integrity Agreement with the Office of the Inspector General of the U.S.
−Removed: Department of Health and Human Services, an Executive Financial Recoupment Program was implemented (the “Recoupment Program”).
−Removed: Under the terms of the Recoupment Program, up to two years of performance pay may be put at risk of forfeiture and/or recoupment for certain U.S.-based executives (which includes both serving Executive Directors).
−Removed: Forfeiture and/or recoupment may be applied in the event that it is determined that there has been a “Triggering Event”;
−Removed: a Triggering Event includes significant misconduct (violation of law or regulation or a significant violation of an Indivior policy) related to covered activities, or, significant misconduct related to covered activities by subordinate employees in the business unit for which the relevant executive had responsibility that is not an isolated incident and which the relevant executive knew or should have known was occurring.
−Removed: Forfeiture and/or recoupment under the Recoupment Program may be applied to awards granted after November 20, 2020 and will cease to apply to awards on July 24, 2025 or the date on which the Company’s obligations under the Corporate Integrity Agreement expire (if later).
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: The members of the Compensation Committee during the last completed fiscal year were Jo LeCouilliard (Chair), Peter Bains, Barbara Ryan, David Wheadon, and Graham Hetherington.
−Removed: Wheadon was appointed a member of the Compensation Committee on June 1, 2024, and Mr.
−Removed: Hetherington stepped down as a member of the Compensation Committee upon his retirement from the Board on December 31, 2024.
−Removed: None of the listed individuals was or has been an officer or employee of the Company or had any relationship requiring disclosure under Item 404 of Regulation S-K.
−Removed: Compensation Committee Report
−Removed: The Compensation Committee is responsible for determining the specific compensation packages for the Chair, the Executive Directors, and members of Senior Management.
−Removed: It is also responsible for determining general compensation policy and monitoring workforce compensation arrangements.
−Removed: The Compensation Committee shall meet not less than quarterly.
−Removed: The responsibilities of the Compensation Committee set out in its Charter cover setting levels of compensation and determination and monitoring of the compensation policy, approval of the design of, and determining targets for, performance-related pay programs and approval of the design and implementation of all long-term incentive arrangements.
−Removed: The Charter also sets out the reporting responsibilities and the authority of the Compensation Committee to carry out its responsibilities.
−Removed: The members of the Compensation Committee are Jo LeCouilliard (Chair), Peter Bains, Barbara Ryan, and David Wheadon.
−Removed: Our Board has determined that each member is independent under Nasdaq listing standards.
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
−Removed: Share Ownership
−Removed: The information at “ Item 13.
−Removed: Certain Relationships and Related Transactions, and Director Independence ,” is incorporated herein by reference.
−Removed: In addition, the following executives hold options over shares in Indivior PLC as follows:
−Removed: Executive Share Plan Security Total Purchase Price Per Share Exercise Price Vesting
−Removed: Kathryn Hudson Sharesave (1)
−Removed: ordinary shares n/a £13.40 3/1/2026 8/31/2026 671
−Removed: Kathryn Hudson Sharesave (1)
−Removed: ordinary shares n/a £10.49 3/1/2027 8/31/2027 884
−Removed: Hillel West Sharesave (1)
−Removed: ordinary shares n/a £4.80 3/1/2026 8/31/2026 2,500
−Removed: Hillel West Sharesave (1)
−Removed: ordinary shares n/a £10.49 3/1/2029 8/31/2029 1,807
−Removed: ______________
−Removed: (1) Reflects options granted to senior managers under the rules of the Indivior U.K.
−Removed: Savings-Related Share Option Plan, which is a tax qualified plan available to all U.K.-based employees.
−Removed: Eligible employees may enter into a savings contract, saving up to £500 per month, with the opportunity to buy shares at 20% discount to market value at the time of invitation upon completion of the savings period.
−Removed: Major Shareholders
−Removed: As of June 30, 2024, 63,953,605 shares were held for the benefit of 1,869 shareholders who were U.S.
−Removed: residents, comprising approximately 48% of our issued share capital.
−Removed: The table below sets forth information with respect to the beneficial ownership of our ordinary shares, based on notifications made by such shareholders under the U.K.
−Removed: Financial Conduct Authority’s Disclosure and Transparency Rules or statements made by such investors in their respective filings with the U.S.
−Removed: SEC as of February 28, 2025 by:
−Removed: each of our directors, executive officers and senior managers individually and as a group;
−Removed: each person, or group of affiliated persons, who is known by us to own beneficially more than 3% of our ordinary shares.
−Removed: Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
−Removed: In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security.
−Removed: These shares, however, are not included in the computation of the percentage ownership of any other person.
−Removed: All ordinary shares have the same voting rights.
−Removed: NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES BENEFICIALLY OWNED TOTAL PERCENTAGE (1)
−Removed: Major Shareholders:
−Removed: Two Seas Capital LP (2)
−Removed: 12,007,514 9.64 %
−Removed: Oaktree Capital Holdings, LLC (3)
−Removed: 9,521,980 7.64 %
−Removed: Deerfield Partners, L.P.
−Removed: 8,883,160 7.13 %
−Removed: The Goldman Sachs Group, Inc.
−Removed: 8,092,710 6.50 %
−Removed: Directors (6)(7)
−Removed: David Wheadon
−Removed: Mark Crossley (8)
−Removed: Peter Bains 10,800 *
−Removed: Keith Humphreys 2,379 *
−Removed: Jo LeCouilliard
−Removed: Daniel Ninivaggi
−Removed: Barbara Ryan 0 *
−Removed: Robert Schriesheim
−Removed: Mark Stejbach 13,924 *
−Removed: Juliet Thompson 3,850 (9)
−Removed: Senior Management (10)(11)
−Removed: Jeff Burris *
−Removed: Cindy Cetani *
−Removed: Angela Colon-Mahoney
−Removed: Christian Heidbreder *
−Removed: Kathryn Hudson (12)
−Removed: Vishal Kalia *
−Removed: Ryan Preblick
−Removed: Richard Simkin *
−Removed: Hillel West (12)
−Removed: All Directors and Senior Managers as a Group
−Removed: 1,002,467 (9)(13)
−Removed: ________________
−Removed: • Represents beneficial ownership of less than one percent of our outstanding ordinary shares.
−Removed: (1) Based on 124,570,449 ordinary shares outstanding as of February 28, 2025, which comprise our entire issued and outstanding share capital as of that date.
−Removed: (2) The business address for Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (altogether, the "Two Seas Parties") is 32 Elm Place, 3rd Floor, Rye, NY 10580, United States.
−Removed: Based on the Company’s review of a Schedule 13D-Amendment No.
−Removed: 4 filed by the Two Seas Parties on January 17, 2025, the Two Seas Parties share voting and investment control of 12,007,514 ordinary shares.
−Removed: (3) The business address for Oaktree Capital Holdings, LLC ("OC Holdings"), Oaktree Capital Group Holdings GP, LLC ("OC Group Holdings"), Brookfield Asset Management ULC ("Brookfield"), Oaktree Fund GP I, L.P.
−Removed: ("Oaktree GP I"), Oaktree Value Opportunities Fund, L.P.
−Removed: ("OVO Fund"), Oaktree London Liquid Value Opportunities Fund (VOF), L.P.
−Removed: ("VOF"), Oaktree Capital Management, L.P.
−Removed: ("OC Management"), and Oaktree Phoenix Investment Fund, L.P.
−Removed: ("OPI Fund") (and altogether, the "Oaktree Parties") is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, United States.
−Removed: Based on the Company's review of a Schedule 13D-Amendment No.
−Removed: 1 filed by the Oaktree Parties on November 6, 2024, the Oaktree Parties hold an aggregate of 9,521,980 ordinary shares as follows:
−Removed: OVO Fund is the direct holder of and shares voting and investment control of 5,545,556 ordinary shares;
−Removed: VOF is the direct holder of and shares voting and investment control of 2,351,370 ordinary shares;
−Removed: OPI Fund is the direct holder of and shares voting and investment control of 268,780 ordinary shares;
−Removed: OC Management is the investment manager to Boston Patriot Arlington St LLC, an SMA account which directly holds 1,356,274 ordinary shares, over which OC Management shares voting and investment control;
−Removed: Oaktree GP I is the indirect general partner of OVO Fund, VOF, and OPI Fund, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 8,165,706 ordinary shares;
−Removed: OC Holdings is the indirect general partner of OVO Fund, VOF, OPI Fund, and Oaktree GP I, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares;
−Removed: OC Group Holdings is the indirect owner of the Class B Units of OC Holdings, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares;
−Removed: and Brookfield is the indirect owner of the Class A1 Units of OC Holdings, and as such may be deemed to beneficially own and share voting and investment control of an aggregate of 9,521,980 ordinary shares.
−Removed: (4) The business address for Deerfield Partners, L.P., Deerfield Mgmt., L.P., Deerfield Management Company, L.P., and James E.
−Removed: Flynn (altogether, the "Deerfield Parties") is 345 Park Avenue South, 12th Floor, New York, NY 10010, United States.
−Removed: Based on the Company's review of a Schedule 13G-Amendment No.
−Removed: 1 filed by the Deerfield Parties on February 13, 2025, the Deerfield Parties share voting and investment control of 8,883,160 ordinary shares.
−Removed: (5) The business address for The Goldman Sachs Group, Inc.
−Removed: and Goldman Sachs & Co.
−Removed: LLC (altogether, the "Goldman Sachs Parties") is 200 West Street, New York, NY 10282, United States.
−Removed: Based on the Group's review of a Schedule 13G filed by the Goldman Sachs Parties on February 6, 2025, the Goldman Sachs Parties share voting and investment control of 8,092,710 ordinary shares.
−Removed: (6) Except as otherwise indicated, the business address for each of our Directors is 234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom.
−Removed: McLellan retired from the Board on February 29, 2024, and Mr.
−Removed: Hetherington and Mr.
−Removed: Lande retired from the Board on December 31, 2024.
−Removed: At the time of their departures from the Board, Dr.
−Removed: McLellan, Mr.
−Removed: Hetherington, and Mr.
−Removed: Lande beneficially owned 1,509, 21,651, and 63 ordinary shares, respectively.
−Removed: (8) The business address for Mr.
−Removed: Crossley is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235, United States.
−Removed: (9) This amount includes 1,925 ordinary shares held by the spouse of Ms.
−Removed: (10) Except as otherwise indicated, the business address for each member of our Senior Management is 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235, United States.
−Removed: Fogle retired as Chief Human Resources Officer on December 31, 2024.
−Removed: At the time of his departure, Mr.
−Removed: Fogle beneficially owned 60,346 ordinary shares.
−Removed: (12) The business address for Ms.
−Removed: Hudson and Mr.
−Removed: West is 234 Bath Road, Slough, Berkshire, SL1 4EE, United Kingdom.
−Removed: (13) This amount includes 2,150 ordinary shares held by the spouse of Ms.
−Removed: Changes in the percentage ownership by major shareholders are set out below.
−Removed: The information in the table below is based on the notifications made by such shareholders as of the dates indicated under the U.K.
−Removed: Financial Conduct Authority’s Disclosure and Transparency Rules or statements made by such investors in their respective filings with the U.S.
−Removed: December 31, 2022 December 31, 2023 December 31, 2024
−Removed: Two Seas Capital LP 5.13 % 10.09 % 9.61 %
−Removed: Oaktree Capital Holdings, LLC
−Removed: — % — % 7.62 %
−Removed: Deerfield Partners, L.P.
−Removed: — % — % 7.11 %
−Removed: The Goldman Sachs Group, Inc.
−Removed: — % — % 6.48 %
−Removed: Equity Compensation Plan Information
−Removed: The following table provides information, as of December 31, 2024, with respect to our ordinary shares that may be issued, subject to certain vesting requirements, under existing and future awards under our 2024 LTIP, 2024 Sharesave Plan, ESPP, 2014 LTIP, 2014 Sharesave Plan, and DBP.
−Removed: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans
−Removed: Equity compensation plans approved by security holders 5,829,172 22.3p
−Removed: Equity compensation plans not approved by security holders 48,182 — 1,000,000
−Removed: 5,877,354 22.1p
+Added: Information required by this Item will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders under the captions “Stock Ownership,” “Executive Compensation,” and “Equity Compensation Plan Information,” or similar captions which are incorporated herein by reference.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
+Added: Information required by this Item will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders under the captions “Executive Compensation—Compensation Tables," "Equity Compensation Plan Information," and "Securities Ownership,” or similar captions which are incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: The Audit & Risk Committee has adopted a Related Party Transactions Policy (the “RPT Policy”), which provides the procedures for the review, approval, and ratification of related party transactions, and which governs the Company’s accounting, disclosure, and reporting of related party transactions.
−Removed: Under the RPT Policy, a 'related party' is any entity or person over which the Company exercises control, common control, joint control, or significant influence;
−Removed: any Person Discharging Managerial Responsibilities (“PDMR”), including Directors and members of the Executive Committee;
−Removed: any director nominee;
−Removed: shadow director;
−Removed: beneficial owner of more the 5% of the Company’s voting securities;
−Removed: or any immediate family member of one of the foregoing persons.
−Removed: A 'related party transaction' is any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships in which the Company (and/or any of its consolidated subsidiaries) is or was a participant and in which a related party has or will have a direct or indirect material interest, where the amount involved exceeds the lesser of $120,000 in any fiscal year or $100,000 in aggregate.
−Removed: The Audit & Risk Committee conducts a reasonable prior review of all related party transactions and considers the relevant facts and circumstances in determining whether to approve, ratify, revise, or terminate a related party transaction.
−Removed: The Audit & Risk Committee approves only those transactions that are in the best interests of the Company and its shareholders.
−Removed: Since the beginning of the Company's last fiscal year, the Company has had no transactions with related persons requiring approval under the Company's RPT Policy or disclosure pursuant to Item 404 of Regulation S-K, except for Relationship Agreements with Scopia and the Oaktree Parties, as described below.
−Removed: The Nomination Committee is responsible for reviewing the Register of Directors' Conflicts of Interest, as well as reviewing and evaluating additional external appointments for the Directors of Indivior PLC and members of the Executive Committee, and making recommendations to the Board.
−Removed: The Nomination Committee is also responsible for considering the independence of the Non-Executive Directors and their other commitments and if these are likely to give rise to a potential conflict of interest.
−Removed: On the recommendation of the Committee, the Board confirmed that each of the Non-Executive Directors, following the retirement of Jerome Lande, remained independent.
−Removed: Relationship Agreement with Scopia Capital Management
−Removed: The Company entered into an agreement titled Relationship Agreement with Scopia Capital Management LP (“Scopia”) on March 24, 2021 (as further amended on July 7, 2022, April 26, 2023, and November 17, 2023, the “Relationship Agreement”).
−Removed: In recognition of Scopia’s ownership of approximately 16.9% of the Company’s shares as at March 24, 2021, the Company agreed to appoint Jerome Lande as a Representative Director.
−Removed: Scopia agreed to certain standstill provisions (for example to vote on ordinary course resolutions in accordance with the Board’s recommendation).
−Removed: The parties further agreed that Scopia would not exercise voting rights in excess of 15% of the outstanding shares.
−Removed: The Relationship Agreement terminated on December 31, 2024 and Mr.
−Removed: Lande has resigned from the Board.
−Removed: Relationship Agreement with the Oaktree Parties
−Removed: On December 16, 2024, Indivior PLC entered into a Relationship Agreement with Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P.
−Removed: and Boston Patriot Arlington ST LLC (together, the "Oaktree Parties") pursuant to which Indivior PLC agreed to (i) appoint Robert Schriesheim, Joe Ciaffoni, and Daniel Ninivaggi (together, the "New NEDs") to the Board, (ii) appoint the New NEDs as members of the Nomination Committee and the Operational Committee of the Board, and (iii) from January 1, 2025 until the expiry of the Relationship Agreement have a maximum of 11 directors on the Board.
−Removed: Indivior PLC also agreed that the Board will unanimously recommend to shareholders the re-appointment of the New NEDs to the Board at the 2025 Annual General Meeting of Indivior PLC.
−Removed: The Relationship Agreement further provides that, until the expiration of the Relationship Agreement, the Oaktree Parties will not, and will take reasonable steps to ensure that each of their affiliates will not, (i) remove or publicly propose the removal of any member of the Board, (ii) put forward or propose any resolution, agenda item or amendment thereto at a general meeting of Indivior PLC, (iii) nominate any person to the Board, (iv) require the Board to call a general meeting of Indivior PLC, (v) require circulation of a statement relating to a proposed resolution or any other business to be dealt with at a general meeting of the Company, (vi) make any public proposal to change (a) the Board or management, (b) the capitalization or capital allocation program and practices of Indivior PLC, or (c) Indivior PLC's business or corporate structure, or (vii) vote against the recommendation of the Board on any Ordinary Course Resolution, or solicit or knowingly urge any shareholder of Indivior PLC to take the foregoing actions.
−Removed: The Relationship Agreement also contains mutual non-disparagement and no litigation covenants.
−Removed: The Relationship Agreement will terminate on December 31, 2025, provided that the Oaktree Parties may terminate the Relationship Agreement earlier if Indivior PLC breaches certain provisions of the Relationship Agreement.
−Removed: The foregoing description of the Relationship Agreement does not purport to be complete and is qualified in its entirety by reference to the Relationship Agreement, which is filed as Exhibit 10.13 hereto and incorporated herein by reference.
+Added: Information required by this Item will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders under the captions “Certain Relationships and Related Party Transactions,” and "Election of Directors" or similar captions which are incorporated herein by reference.
Principal Accountant Fees and Services.
−Removed: PricewaterhouseCoopers LLP (U.K.) has been our statutory auditor for the Company since incorporation.
−Removed: PricewaterhouseCoopers LLP (U.S.) has audited our financial statements for the periods ended December 31, 2024, 2023, 2022, 2021, and 2020.
−Removed: PricewaterhouseCoopers LLP (U.S.) is an independent registered public accounting firm, registered with the Public Company Accounting Oversight Board (United States).
−Removed: Fees to Independent Registered Public Accounting Firm
−Removed: The following table shows the aggregate fees incurred by the Company for professional services by PricewaterhouseCoopers LLP (U.S.) and PricewaterhouseCoopers (U.K.) (collectively, “PwC”), as well as reimbursement of out-of-pocket costs directly related to delivery of the respective services, for fiscal years 2024, and 2023:
−Removed: For the years ended
−Removed: (in millions)
−Removed: Audit-Related Fees
−Removed: All Other Fees
−Removed: This category includes fees billed or expected to be billed for professional services for the integrated audits of our Consolidated Financial Statements, including the audit of the effectiveness of ICFR.
−Removed: This category also includes, when applicable, reviews of our quarterly reports on Form 10-Q, statutory audits or other financial statement audits of subsidiaries, and consents related to SEC registration statements.
−Removed: Audit-Related Fees.
−Removed: This category includes fees billed or expected to be billed for assurance and other services that are reasonably related to the performance of the audits of our Consolidated Financial Statements and effectiveness of ICFR that are not reported under the audit fees category above.
−Removed: These services consist of service organization control reports, other audit and attest services, services provided in connection with certain agreed upon procedures and other attestation reports, financial accounting, reporting and compliance matters, and risk and internal control reviews.
−Removed: This category includes fees billed or expected to be billed for tax-related services, including tax compliance, tax planning, and tax advice.
−Removed: All Other Fees.
−Removed: This category includes fees billed or expected to be billed for non-audit services and subscription-based services, including software licenses, benchmarking services, training, and other advisory services.
−Removed: The Audit & Risk Committee considered the non-audit services performed by, and fees paid to, PwC in 2024 and determined that such services and fees are compatible with the independence of PwC.
−Removed: Audit & Risk Committee Pre-Approval Policy
−Removed: Under the terms of its charter, the Audit & Risk Committee must pre-approve all services (including the fees and terms of such services) to be performed for us by our independent registered public accounting firm, except the Committee Chair may approve services costing less than $250,000 and the Chief Financial Officer may approve fees less than $50,000 for engagements that have already been pre-approved by the Committee.
−Removed: The Audit & Risk Committee may form and delegate authority to subcommittees consisting of three or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, as long as the decisions of such subcommittee(s) to grant pre-approvals are presented to the full Audit & Risk Committee at its next scheduled meeting.
−Removed: In 2024 and 2023, all of the services provided by our independent registered public accounting firm were reviewed and approved by the Audit & Risk Committee.
+Added: Information required by this Item will be contained in our definitive proxy statement relating to our 2026 Annual Meeting of Stockholders under the captions “Ratification of Appointment of Independent Registered Public Accounting Firm” and “Election of Directors,” or similar captions which are incorporated herein by reference.
Exhibits and Financial Statement Schedules.
2 unchanged sentences
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023
−Removed: Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022
+Added: Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Balance Sheets as of December 31, 2025 and 2024
−Removed: Consolidated Statements of Shareholders' Deficit for the Years Ended December 31, 2024, 2023 and 2022
+Added: Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
7 unchanged sentences
Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference.
−Removed: Contingent Value Rights Agreement dated as of March 2, 2023 between Indivior, Inc., Computershare Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: (incorporated by reference to Exhibit 4.21 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Memorandum and Articles of Association of Indivior PLC (adopted by a special resolution on 30 October 2014, as amended by a special resolution on 23 December 2014 and on 30 September 2022) (incorporated by reference to Exhibit 1.1 to registration statement on Form 20-F filed May 23, 2023).
−Removed: 4.1 Form of Share Certificate (incorporated by reference to Exhibit 2.1 to registration statement on Form 20-F filed May 23, 2023).
−Removed: 4.2 Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.2 to Annual Report on Form 20-F filed March 6, 2024).
−Removed: Note Purchase Agreement dated as of November 4, 2024 among RBP Global Holdings Limited, Indivior Global Holdings Limited, the persons from time to time party thereto as Notes Parties, Piper Sandler Finance LLC as Administrative Agent, and the Purchasers identified on Schedule 1.01(a) (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed November 8, 2024).
−Removed: 10.2 Resolution Agreement by and among Indivior PLC, Indivior Inc., the United States Attorney’s Office for the Western District of Virginia, and the United States Department of Justice’s Consumer Protection Branch made as of July 24, 2020 (incorporated by reference to Exhibit 4.3 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Indivior Inc.
−Removed: made as of July 24, 2020 (incorporated by reference to Exhibit 4.4 to registration statement on Form 20-F filed May 23, 2023).
+Added: Certificate of Incorporation of Indivior Pharmaceuticals, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed January 26, 2026).
+Added: 3.2 Bylaws of Indivior Pharmaceuticals, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to current report on Form 8-K filed January 26, 2026).
+Added: 4.2 Description of Securities registered under Section 12 of the Exchange Act (incorporated by reference to Item 8.01 of current report on Form 8-K filed January 26, 2026).
+Added: Note Purchase Agreement , first made as of November 4, 2024, by and among by and among RBP Global Holdings Limited, Indivior Global Holdings Limited, Piper Sandler Finance LLC, as Administrative Agent and the lenders from time to time party thereto, as amended by that certain First Amendment to Note Purchase Agreement effective January 26, 2026 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed January 26, 2026).
Stipulated Order for Permanent Injunction and Equitable Monetary Relief in the United States District Court for the Western District of Virginia, Abingdon, between the Federal Trade Commission and Indivior Inc.
3 unchanged sentences
and a class of direct purchasers made October 22, 2023 (incorporated by reference to Exhibit 4.26 to Annual Report on Form 20-F filed March 6, 2024).
−Removed: Lease of Land and Buildings at Dansom Lane, Hull HU8 7DS, by and between Reckitt Benckiser Healthcare ( U.K.
−Removed: ) Limited and RB Pharmaceuticals Limited, dated December 1, 2014 (incorporated by reference to Exhibit 4.7 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Copacker Supply Agreement by and between Reckitt Benckiser Healthcare ( U.K.
−Removed: ) Limited and RB Pharmaceuticals Limited, dated December 23, 2014 (incorporated by reference to Exhibit 4.14.1 to registration statement on Form 20-F filed May 23, 2023).
−Removed: First Amendment to Copacker Supply Agreement Reckitt Benckiser Healthcare ( U.K.
−Removed: ) Limited and Indivior U.K.
−Removed: Limited, formerly known as RB Pharmaceuticals Limited, as amended and restated on March 29, 2019 (incorporated by reference to Exhibit 4.14.2 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Commercial Exploitation Agreement by and between Aquestive Therapeutics (f/k/a MonoSol Rx), LLC and Reckitt Benckiser Pharmaceuticals Inc., dated August 15, 2008 (as amended on August 19, 2009, November 13, 2009, March 30, 2010, October 13, 2010, December 15, 2010, December 9, 2011, December 1, 2012, October 14, 2013 (by Addendum A), July 30, 2014 (by Addendum B), January 12, 2017, November 25, 2019, December 29, 2020, and March 2, 2023) (incorporated by reference to Exhibit 4.15.1 to registration statement on Form 20-F filed May 23, 2023).
+Added: Lease of Land and Buildings at Dansom Lane, Hull HU8 7DS, by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 1, 2014 (incorporated by reference to Exhibit 4.7 to registration statement on Form 20-F filed May 23, 2023).
+Added: Master Development and Supply Agreement effective the August 1, 2023 by and between Curia New Mexico, LLC and Indivior U.K.
+Added: Limited (incorporated by reference to Exhibit 4.17.2 to Annual Report on Form 20-F filed March 6, 2024).
+Added: Commercial Exploitation Agreement by and between Aquestive Therapeutics (f/k/a MonoSol Rx), LLC , Reckitt Benckiser Pharmaceuticals Inc., and Indivior UK L imited dated August 15, 2008 (as amended on August 19, 2009, November 13, 2009, March 30, 2010, October 13, 2010, December 15, 2010, December 9, 2011, December 1, 2012, October 14, 2013 (by Addendum A), July 30, 2014 (by Addendum B), January 12, 2017, November 25, 2019, December 29, 2020, and March 2, 2023) (incorporated by reference to Exhibit 4.15.1 to registration statement on Form 20-F filed May 23, 2023).
Supplemental Agreement by and between MonoSol Rx, LLC, Indivior Inc., and Indivior U.K.
Limited, dated September 24, 2017 (incorporated by reference to Exhibit 4.15.2 to registration statement on Form 20-F filed May 23, 2023).
+Added: Copacker Supply Agreement by and between Reckitt Benckiser Healthcare (U.K.) Limited and RB Pharmaceuticals Limited, dated December 23, 2014 (incorporated by reference to Exhibit 4.14.1 to registration statement on Form 20-F filed May 23, 2023).
+Added: First Amendment to Copacker Supply Agreement Reckitt Benckiser Healthcare (U.K.) Limited and Indivior U.K.
+Added: Limited, formerly known as RB Pharmaceuticals Limited, as amended and restated on March 29, 2019 (incorporated by reference to Exhibit 4.14.2 to registration statement on Form 20-F filed May 23, 2023).
Master Packaging and Supply Agreement effective as of October 1, 2023 by and between Sharp Packaging Services, LLC, Indivior Inc., and Indivior U.K.
−Removed: Master Development and Supply Agreement made January 1, 2022 by and between Curia Massachusetts, Inc.
−Removed: and Indivior U.K.
−Removed: Limited (incorporated by reference to Exhibit 4.17 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Master Development and Supply Agreement effective the August 1, 2023 by and between Curia New Mexico, LLC and Indivior U.K.
−Removed: Limited (incorporated by reference to Exhibit 4.17.2 to Annual Report on Form 20-F filed March 6, 2024).
−Removed: License Agreement between Opiant Pharmaceuticals, Inc.
−Removed: and Aegis Therapeutics, LLC effective January 1, 2017 (incorporated by reference to Exhibit 4.24 to registration statement on Form 20-F filed May 23, 2023).
−Removed: Amendment to the License Agreement between Indivior Inc., Indivior U.K.
−Removed: Limited, and Aegis Therapeutics, LLC made November 2020, 2024.
−Removed: 10.13†# Relationship Agreement made as of December 16, 2024 by and among Indivior PLC, Oaktree Value Opportunities Fund, L.P., Oaktree London Liquid Value Opportunities Fund (VOF), L.P., Oaktree Phoenix Investment Fund, L.P.
−Removed: and Boston Patriot Arlington ST LLC.
−Removed: The Indivior Inc.
−Removed: Incentive Compensation Policy .
−Removed: Trust Deed in respect of the Indivior PLC Employee Benefit Trust (incorporated by reference to Exhibit 4.10 to registration statement on Form 20-F filed May 23, 2023) .
+Added: Limited (incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K filed March 3, 2025).
Rules of the Indivior PLC Long-Term Incentive Plan (incorporated by reference to Exhibit 4.9 to registration statement on Form 20-F filed June 5, 2023).
−Removed: Rules of the Indivior 2024 Long-Term Incentive Plan .
−Removed: The Indivior PLC Savings-Related Share Option Plan (incorporated by reference to Exhibit 4.11 to registration statement on Form 20-F filed June 5, 2023).
−Removed: Rules of the Indivior 2024 U.K.
−Removed: Savings Related Share Option Plan , incorporated by reference to Exhibit 99.3 to Registration Statement on Form S-8 Filed October 24, 2024.
−Removed: The Indivior PLC U.S.
−Removed: Employee Stock Purchase Plan .
+Added: Rules of the Indivior 2024 Long-Term Incentive Plan , incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K filed March 3, 2025.
+Added: Indivior Pharmaceuticals, Inc.
+Added: 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.1 to current report on Form 8-K filed January 26, 2026).
+Added: Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Indivior Pharmaceuticals, Inc.
+Added: 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.2 to current report on Form 8-K filed January 26, 2026).
+Added: Form of Restricted Stock Unit Award Agreement under Indivior Pharmaceuticals, Inc.
+Added: 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.3 to current report on Form 8-K filed January 26, 2026).
+Added: Form of Performance Stock Unit Award Agreement under Indivior Pharmaceuticals, Inc.
+Added: 2026 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6.4 to current report on Form 8-K filed January 26, 2026).
+Added: Indivior Pharmaceuticals, Inc.
+Added: Amended and Restated U.S.
+Added: Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to current report on Form 8-K filed January 26, 2026).
+Added: Amended and Restated Indivior U.K.
+Added: Savings Related Share Option Plan (incorporated by reference to Exhibit 10.4 to current report on Form 8-K filed January 26, 2026).
Rules of the Indivior Group Deferred Bonus Plan (incorporated by reference to Exhibit 99.4 to registration statement on Form S-8 filed October 24, 2024).
−Removed: Form of Director Employment Agreement
−Removed: Employment Agreement with Mark Crossley made as of June 29, 2020.
−Removed: Amendment to Employment Agreement with Mark Crossley made as of April 25, 2024.
+Added: Omnibus Amendment to the Indivior 2024 Long-Term Incentive Plan, Indivior Long-Term Incentive Plan, Indivior Group Deferred Bonus Plan 2018 and Indivior U.K.
+Added: Savings Related Share Option Plan (incorporated by reference to Exhibit 10.3 to current report on Form 8-K filed January 26, 2026).
+Added: Indivior Pharmaceuticals, Inc.
+Added: Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.7 to current report on Form 8-K filed January 26, 2026).
+Added: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed January 26, 2026).
+Added: Form of Executive Confidentiality, Proprietary Rights and Non-Competition Agreement , (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed March 3, 2025).
+Added: Employment Agreement with Joseph Ciaffoni made March 3, 2025 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed March 4, 2025).
+Added: Employment Agreement with Mark Crossley made as of June 29, 2020 (incorporated by reference to Exhibit 10.23.1 to Annual Report on Form 10-K filed March 3, 2025).
+Added: Amendment to Employment Agreement with Mark Crossley made as of April 25, 2024 (incorporated by reference to Exhibit 10.23.2 to Annual Report on Form 10-K filed March 3, 2025).
Separation Agreement by and between Indivior, Inc.
−Removed: and Mark Crossley as of February 26, 2025.
−Removed: Employment Agreement with Ryan Preblick made as of November 19, 2020.
−Removed: Amendment to Employment Agreement with Ryan Preblick made as of April 25, 2024.
−Removed: Form of Executive Confidentiality, Proprietary Rights and Non-Competition Agreement
−Removed: Group-Wide Dealing Policy
+Added: and Mark Crossley as of March 2, 2025 (incorporated by reference to Exhibit 10.23.3 to Annual Report on Form 10-K filed March 3, 2025).
+Added: Employment Agreement dated as of January 1, 2025 by Indivior, Inc.
+Added: and Ryan Preblick (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 22, 2025).
+Added: Confidentiality, Proprietary Rights and Non-Competition Agreement entered into as of January 1, 2025 by Indivior, Inc.
+Added: and Ryan Preblick (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed August 22, 2025).
+Added: Employment Agreement dated as of June 2, 2025 by Indivior, Inc.
+Added: and Patrick A.
+Added: Employment Agreement dated as of January 1, 2015 by Reckitt Benckiser Pharmaceuticals, Inc.
+Added: and Christian Heidbreder.
+Added: Employment Agreement dated as of December 6, 2021 by Indivior Inc.
+Added: and Jeff Burris.
+Added: Form of Non-Executive Director Letter of Appointment (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed July 31, 2025).
+Added: 19.1 Indivior Pharmaceuticals, Inc.
+Added: Insider Trading Policy (incorporated by reference to Exhibit 19.1 to Current Report on Form 8-K filed January 26, 2026).
Subsidiaries of the Registrant
−Removed: 23.1# Consent of PricewaterhouseCoopers LLP (US)
+Added: 23.1# Consent of PricewaterhouseCoopers LLP (U.S.)
31.1# Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
32.2# Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Indivior PLC Malus & Clawback Policy.
+Added: 97.1* Indivior Pharmaceuticals, Inc.
+Added: Executive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to Current Report on Form 8-K filed January 26, 2026).
Inline Interactive Data File
12 unchanged sentences
Parent Company Information
−Removed: Cash dividends and/or share repurchase programs, if any, are made by Indivior PLC (the “Parent Company”).
−Removed: The Parent Company’s primary source of income and cash flow is dividends and loans from its subsidiaries, which are restricted by our note purchase agreement (see Item 8 .
+Added: Cash dividends and/or share repurchase programs, if any, would be made by the listed parent company.
+Added: At December 31, 2025, that entity was Indivior PLC, whose primary source of income and cash flow is dividends and loans from its subsidiaries, which are restricted by our Note Purchase Agreement (see Item 8 .
Financial Statements—Audited Consolidated Financial Statements - Note 12.
1 unchanged sentence
The stand-alone condensed financial statements of the Parent Company are presented below in accordance with SEC regulations when such restrictions exist.
−Removed: We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.
+Added: The 2024 and 2023 amounts have been adjusted to reflect the revision described in Note 19.
+Added: Revision of Previously Issued Financial Statements .
+Added: We currently anticipate we will retain future earnings for the operation, expansion and development of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future.
Parent Company Condensed Statements of Net Income (Loss) and Comprehensive Loss
−Removed: Year Ended December 31,
+Added: Twelve Months Ended December 31,
2025 2024 2023
9 unchanged sentences
Parent Company Condensed Balance Sheets
−Removed: Year Ended December 31,
+Added: December 31, 2025 December 31, 2024
Current assets
5 unchanged sentences
Total assets 23 38
−Removed: Liabilities and shareholders' deficit
+Added: Liabilities and stockholders' deficit
Current liabilities
5 unchanged sentences
Total liabilities 121 375
−Removed: Shareholders' deficit
+Added: Stockholders' deficit
Common stock 62 62
3 unchanged sentences
Accumulated deficit ( 243 ) ( 443 )
−Removed: Total shareholders' deficit ( 348 ) ( 191 )
−Removed: Total liabilities and shareholders' deficit $ 38 $ 60
+Added: Total stockholders' deficit
+Added: ( 98 ) ( 337 )
+Added: Total liabilities and stockholders' deficit
(Dollars in millions)
Parent Company Condensed Statements of Cash Flow
−Removed: Year Ended December 31,
+Added: Twelve Months Ended December 31,
2025 2024 2023
13 unchanged sentences
The Parent Company financial statements have been prepared using the same accounting principles and policies as described in the notes to our Consolidated Financial Statements except for the investment in the subsidiaries are accounted for using the equity method of accounting.
−Removed: Any material contingencies, long-term obligations and guarantees have been separately disclosed in the accompanying Consolidated Financial Statements.
These condensed parent company financial statements are not the general-purpose financial statements of the reporting entity.
8 unchanged sentences
During the periods presented, the dividends received were in excess of current year equity in subsidiary earnings, and thus was considered to be a return of investment and is classified as a cash inflow from investing activities.
+Added: (3) Subsequent Events
+Added: In January 2026, Indivior Pharmaceuticals, Inc.
+Added: became the ultimate parent company of Indivior PLC.
+Added: Accordingly, any future cash dividends and/or share repurchase programs would be made by Indivior Pharmaceuticals, Inc., whose primary source of income and cash flow will also be dividends and loans from its subsidiaries and/or external financing, subject to the same restrictions of our Note Purchase Agreement.
Form 10–K Summary.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of March, 2025.
−Removed: INDIVIOR PLC (Registrant)
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 26th day of February, 2026.
+Added: INDIVIOR PHARMACEUTICALS, INC.
/s/ Ryan Preblick
Ryan Preblick, Chief Financial Officer
−Removed: /s/ Mark Crossley
+Added: /s/ Joseph Ciaffoni
Chief Executive Officer
1 unchanged sentence
February 26, 2026
−Removed: Mark Crossley (Principal Executive Officer)
+Added: Joseph Ciaffoni
+Added: (Principal Executive Officer)
/s/ Ryan Preblick
1 unchanged sentence
February 26, 2026
−Removed: Ryan Preblick (Principal Financial Officer)
+Added: Ryan Preblick
+Added: (Principal Financial Officer)
/s/ Woodrow Anderson
−Removed: Senior Vice President—Group Controller February 24, 2025
−Removed: Woodrow Anderson (Principal Accounting Officer)
+Added: Senior Vice President—Group Controller
+Added: February 26, 2026
+Added: Woodrow Anderson
+Added: (Principal Accounting Officer)
David Wheadon
2 unchanged sentences
David Wheadon
−Removed: /s/ Juliet Thompson
−Removed: Lead Independent Director
−Removed: February 20, 2025
−Removed: Juliet Thompson
−Removed: /s/ Peter Bains
−Removed: Independent Non-Executive Director February 23, 2025
−Removed: /s/ Joe Ciaffoni
+Added: Keith Humphreys
Independent Non-Executive Director
1 unchanged sentence
Keith Humphreys
−Removed: Independent Non-Executive Director February 20, 2025
−Removed: Keith Humphreys
−Removed: /s/ Jo LeCouilliard
−Removed: Independent Non-Executive Director February 19, 2025
−Removed: Jo LeCouilliard
−Removed: /s/ Dan Ninivaggi
+Added: /s/ Stuart (Tony) Kingsley
Independent Non-Executive Director
February 26, 2026
−Removed: Dan Ninivaggi
+Added: Stuart (Tony) Kingsley
+Added: /s/ Daniel Ninivaggi
+Added: Independent Non-Executive Director
+Added: February 26, 2026
+Added: Daniel Ninivaggi
/s/ Barbara Ryan
−Removed: Independent Non-Executive Director February 19, 2025
+Added: Independent Non-Executive Director
+Added: February 26, 2026
/s/ Mark Stejbach
−Removed: Independent Non-Executive Director February 19, 2025
+Added: Independent Non-Executive Director
+Added: February 26, 2026
Mark Stejbach
+Added: /s/ Juliet Thompson
+Added: Independent Non-Executive Director
+Added: February 26, 2026
+Added: Juliet Thompson
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.