Indivior Pharmaceuticals, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. 94 Indivior PLC Consolidated Statements of Operations (In millions, except per share data) Twelve Months Ended December 31, 2025 2024 2023 Net revenue $ 1,239 $ 1,188 $ 1,093 Cost of sales 246 231 174 Gross profit 994 957 919 Operating expenses: Selling, general and administrative 634 612 565 Research and development 97 107 116 Acquired in-process research and development — 1 162 Litigation settlement 3 195 239 Other operating (income) expense, net ( 3 ) 4 ( 9 ) Operating income (loss) 262 38 ( 152 ) Other (income) and expenses: Interest income ( 22 ) ( 23 ) ( 43 ) Interest expense 45 41 35 Income (loss) before income taxes 239 20 ( 145 ) Income tax expense (benefit) 29 13 ( 19 ) Net income (loss) $ 210 $ 7 $ ( 126 ) Earnings (loss) per share Basic $ 1.68 $ 0.05 $ ( 0.92 ) Diluted $ 1.64 $ 0.05 $ ( 0.92 ) Shares used in computing earnings (loss) per share Basic 125 132 137 Diluted 128 133 137 See accompanying notes to consolidated financial statements. 95 Indivior PLC Consolidated Statements of Comprehensive Income (Loss) (In millions) Twelve Months Ended December 31, 2025 2024 2023 Net income (loss) $ 210 $ 7 $ ( 126 ) Other comprehensive income, net of tax Foreign currency translation 6 ( 6 ) 2 Other comprehensive income (loss) 6 ( 6 ) 2 Total comprehensive income (loss) $ 216 $ 1 $ ( 124 ) See accompanying notes to consolidated financial statements. 96 Indivior PLC Consolidated Balance Sheets (In millions, except per share data) December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 195 $ 319 Short-term investments — 1 Accounts receivable, net of allowances of $ 4 (2025) and $ 3 (2024) 253 254 Inventories 153 167 Prepaid expenses 34 31 Current tax receivable 2 33 Other current assets 16 21 Total current assets 652 827 Long-term investments 28 27 Property, plant and equipment, net 144 100 Operating lease right of use assets, net 26 39 Goodwill and other intangible assets, net 2 6 Deferred tax assets 323 277 Other noncurrent assets 27 39 Total assets $ 1,201 $ 1,316 Liabilities and stockholders' deficit Current liabilities Accrued rebates and product returns $ 582 $ 562 Accounts payable and accrued expenses 250 216 Accrued litigation settlement expenses, current 42 99 Current portion of long-term debt 29 18 Operating lease liabilities, current 10 10 Income taxes payable 2 7 Other current liabilities — 11 Total current liabilities 914 924 Long-term debt, less current portion 290 315 Accrued litigation settlement expenses, noncurrent 52 365 Operating lease liabilities, noncurrent 22 32 Other noncurrent liabilities 21 18 Total liabilities $ 1,300 $ 1,652 Commitments and contingencies (Note 16) Stockholders' deficit Common stock, par value $ 0.50 per share Issued shares: 125 (2025) and 125 (2024) 62 62 Additional paid-in capital 112 90 Share repurchase commitment — ( 10 ) Accumulated other comprehensive loss ( 30 ) ( 36 ) Accumulated deficit ( 243 ) ( 443 ) Total stockholders' deficit ( 98 ) ( 337 ) Total liabilities and stockholders' deficit $ 1,201 $ 1,316 See accompanying notes to consolidated financial statements. 97 Indivior PLC Consolidated Statements of Stockholders' Deficit (In millions) Common Stock Shares Amount Additional paid-in capital Share repurchase commitment Accumulated other comprehensive loss Accumulated deficit Total stockholders’ deficit Balance at December 31, 2022 136 $ 68 $ 87 $ ( 9 ) $ ( 32 ) $ ( 130 ) $ ( 15 ) Net loss — — — — — ( 126 ) ( 126 ) Other comprehensive income — — — — 2 — 2 Common stock issued 2 1 2 — — — 3 Common stock repurchased and canceled ( 2 ) ( 1 ) — — — ( 32 ) ( 33 ) Stock-based compensation — — 21 — — — 21 Settlement of tax on equity awards — — ( 22 ) — — — ( 22 ) Share repurchase liability movement, net — — — ( 14 ) — — ( 14 ) Balance at December 31, 2023 137 $ 68 $ 88 $ ( 23 ) $ ( 30 ) $ ( 288 ) $ ( 184 ) Net income — — — — — 7 7 Other comprehensive loss — — — — ( 6 ) — ( 6 ) Common stock issued 1 1 2 — — — 3 Common stock repurchased and canceled ( 13 ) ( 7 ) — — — ( 161 ) ( 168 ) Stock-based compensation — — 24 — — — 24 Settlement of tax on equity awards — — ( 22 ) — — — ( 22 ) Share repurchase liability movement, net — — — 13 — — 13 Other — — ( 2 ) — — — ( 2 ) Balance at December 31, 2024 125 $ 62 $ 90 $ ( 10 ) $ ( 36 ) $ ( 443 ) $ ( 337 ) Net income — — — — — 210 210 Other comprehensive income — — — — 6 — 6 Common stock issued 1 — 1 — — — 2 Common stock repurchased and canceled ( 1 ) — — — — ( 10 ) ( 11 ) Stock-based compensation — — 26 — — — 26 Settlement of tax on equity awards — — ( 5 ) — — — ( 5 ) Share repurchase liability movement, net — — — 10 — — 10 Balance at December 31, 2025 125 $ 62 $ 112 $ — $ ( 30 ) $ ( 243 ) $ ( 98 ) See accompanying notes to consolidated financial statements. 98 Indivior PLC Consolidated Statements of Cash Flows (In millions) Twelve Months Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ 210 $ 7 $ ( 126 ) Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 10 16 15 Amortization of right-of-use assets 10 12 — Stock-based compensation expense 26 24 21 Impairment of tangible and intangible assets 19 8 — Unrealized loss on equity investments — 9 — Deferred income taxes ( 46 ) 7 ( 64 ) Acquired in-process research and development — 1 162 Impact from foreign exchange movements 1 ( 2 ) ( 10 ) Change in operating assets and liabilities: Accounts receivable 3 ( 1 ) ( 33 ) Current inventories 18 ( 43 ) ( 6 ) Other current and noncurrent assets 49 377 ( 418 ) Accrued legal and settlement expenses ( 368 ) ( 387 ) 50 Other current and noncurrent liabilities 41 8 110 Net cash (used in) provided by operating activities ( 27 ) 36 ( 300 ) Cash flows from investing activities: Purchases of property and equipment ( 66 ) ( 29 ) ( 8 ) Purchases of in-process research and development and intangible assets ( 1 ) ( 2 ) ( 45 ) Acquisitions, net of cash acquired — — ( 129 ) Purchases of investments in debt securities ( 20 ) ( 17 ) ( 45 ) Sales of equity securities 1 — — Sales and maturities of debt securities 19 117 129 Other proceeds from investing activities — — 3 Net cash (used in) provided by investing activities ( 66 ) 69 ( 95 ) Cash flows from financing activities: Proceeds from the issuance of common stock 2 3 3 Cash paid for repurchases of common stock ( 11 ) ( 173 ) ( 33 ) Proceeds from debt, net — 332 — Repayments of debt ( 17 ) ( 240 ) ( 12 ) Transaction costs related to debt refinancing — ( 2 ) — Settlement of tax on equity awards ( 5 ) ( 22 ) ( 22 ) Net cash used in financing activities ( 30 ) ( 102 ) ( 64 ) Net (decrease) increase in cash and cash equivalents ( 124 ) 3 ( 459 ) Exchange differences ( 1 ) — 1 Cash and cash equivalents at beginning of period 319 316 774 Cash and cash equivalents at end of period $ 195 $ 319 $ 316 See accompanying notes to consolidated financial statements. 99 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 1. Business Overview Indivior PLC and its subsidiaries is the market leader in long-acting injectable medications for opioid use disorder (OUD). Indivior is focused on delivering evidence-based pharmacotherapies for OUD and is committed to advancing the neurobiological understanding of OUD as a chronic, relapsing, but treatable brain disease. For more than 25 years, Indivior has led innovation in addiction medicine, developing differentiated therapeutic solutions that support long-term patient recovery, expand access to care, and drive sustainable value for patients, healthcare systems and stockholders. In December 2025, our stockholders approved a plan to change our domicile to the U.S. In January 2026, Indivior Pharmaceuticals, Inc., a corporation formed in Delaware in October 2025, became the ultimate parent company of Indivior PLC, a public company limited by shares incorporated under the laws of England and Wales (“Indivior PLC”), and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006 (the “Scheme of Arrangement”) (the “U.S. Domestication”). Pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior PLC was cancelled in exchange for one share of common stock, par value $ 0.001 per share, of Indivior Pharmaceuticals, Inc. After the close of market trading on January 23, 2026, the Scheme of Arrangement became effective and binding on all shareholders of Indivior PLC and Indivior PLC became a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., thereby completing the U.S. Domestication. The issuance of common stock of Indivior Pharmaceuticals, Inc. pursuant to the Scheme of Arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). Indivior Pharmaceuticals, Inc. is the successor issuer to Indivior PLC pursuant to Rule 12g-3(a) under the Exchange Act, and Indivior Pharmaceuticals, Inc.'s common stock is therefore deemed to be registered under Section 12(b) of the Exchange Act. Indivior PLC’s ordinary shares ceased trading prior to the open of trading on January 26, 2026, and Indivior Pharmaceuticals, Inc.'s common stock began trading on Nasdaq at the start of trading on January 26, 2026 under the symbol “INDV,” which is the same symbol under which Indivior PLC ordinary shares previously traded. Because the U.S. Domestication was completed after December 31, 2025, the financial statements included herein are those of Indivior PLC. The U.S. Domestication will be accounted for as a common-control transaction in Q1 2026 and the historical financial statements of Indivior PLC will become the historical financial statements of Indivior Pharmaceuticals, Inc. The corporate reorganization will have no impact to historical revenues, expenses, assets, liabilities, or cash flows. The principal accounting policies adopted in the preparation of these financial statements are set out below. Unless otherwise stated, these policies have been consistently applied to all years presented. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of all the Company’s subsidiaries and are prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Columns and rows within tables may not add due to rounding. Percentages and per share data have been calculated using actual, non-rounded figures. Fair Value Measurements Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. See Note 13. Financial Instruments and Fair Value Measurements for additional information on the fair value hierarchy used by the Company. 100 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Foreign Currency Translation The financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency), which is generally the local currency with the exception of manufacturing, treasury and holding companies where the functional currency is the U.S. dollar. The Company’s presentation currency is the U.S. dollar. The financial statements of subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders' equity and weighted average exchange rates for operating results. Translation gains and losses are recognized in Consolidated Statements of Comprehensive Income (Loss). Use of Estimates and Judgments The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Significant estimates are used in determining items such as accruals for r eturns, incentives and rebates; provisions for income taxes; recoverability of deferred tax assets; and litigation. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and short-term highly liquid investments with original maturities of less than three months and are recognized at cost, which approximates fair value. Accounts Receivable, Net Accounts receivables are initially recognized at their invoiced amounts less any adjustments for estimated deductions such as cash discounts. Allowances for expected credit losses are established using an expected credit loss (“ECL”) model taking into account individual customer’s credit risk based on financial position, past experience, and other relevant factors. Charges for ECL are recognized in the Consolidated Statements of Operations within selling, general and administrative expense. Allowances for ECL were approximately $ 4 million and $ 3 million at December 31, 2025, and 2024, respectively. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk are limited to cash and cash equivalents deposited with banks and other financial institutions, investment in debt securities, accounts receivable and other assets. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions. Financial institution counterparties are subject to approval under the Company’s counterparty risk policy and such approval is limited to financial institutions with a BBB rating or above. Investments in debt securities are of low credit risk based on investment-grade credit ratings from Standard and Poor’s or Moody’s (BBB-/Baa3 or higher). As of December 31, 2025, 2024 and 2023 the Company had four separate customers representing greater than 10% of the net accounts receivable balance. December 31 Percent of accounts receivable 2025 2024 2023 Customer A 22 % 25 % 21 % Customer B 21 % 18 % 23 % Customer C 13 % 17 % 17 % Customer D 10 % 10 % 8 % 101 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Investments The Company’s investments comprise holdings in debt securities and, in prior periods, equity securities. Investments in debt securities are initially recorded at fair value and remeasured based on the intended holding period. Investments classified as held to maturity investments are reported at amortized cost and realized gains or losses are reported in earnings. Held to maturity investments are classified as long-term investments, except for those with maturities less than 12 months from the end of the reporting period and not subject to other restrictions, which are classified as short-term investments. Declines in fair value below amortized cost related to credit losses (i.e., impairment due to credit losses) are included in the Consolidated Statements of Operations, with a corresponding allowance established. If estimated ECLs decrease in subsequent periods, the Company will reverse the credit losses through current period earnings and adjust the allowance accordingly. Investments in equity securities were initially recorded and subsequently remeasured at fair value through earnings. Inventories Inventories are stated at the lower of cost or net realizable value determined by the first in, first out method. Cost comprises materials, direct labor, and an appropriate allocation of overhead expenses based on normal operating capacity required to get the inventory to its present location and condition. Net realizable value is the estimated selling price less applicable selling expenses. Excess, obsolete or unsalable inventories are written down to their realizable value in the period in which the impairment is identified. Property, Plant and Equipment Property, plant, and equipment are carried at cost less accumulated depreciation and impairment, with the exception of land, which is stated at cost less impairment. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. For this purpose, useful lives are determined within the following limits: Assets Expected useful life Buildings Not more than 20 years Plant and Equipment Not more than 10 years Motor Vehicles and Computer Equipment Not more than 4 years Leasehold Improvements Up to the expected lease term The estimated useful lives and residual value of property, plant and equipment are assessed periodically and adjusted as required. Intangible Assets Intangible assets are carried at cost less accumulated amortization and accumulated impairment. Intangible assets with finite useful lives are amortized over their useful lives. Acquired computer software licenses and related implementation costs are capitalized at cost. These costs are amortized on a straight-line basis, generally over a period of up to five years . Amortization expense is included in selling, general and administrative expenses. Marketed products include acquired distribution rights and post-approval milestone payments. These costs are amortized on a straight-line basis generally over the expected patent life of not more than 15 years. Amortization expense is recorded in cost of sales. 102 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Leases The Company leases various buildings and equipment (including vehicles). Lease contracts are typically made for fixed periods of 3 to 10 years but may have termination or extension options. All leased buildings and equipment have been determined to be operating leases and the expense is recognized on a straight-line basis over the lease term. Options to extend or terminate the lease are included in the lease term when it is reasonably certain the Company will exercise that option. The Company accounts for lease and non-lease components separately. Leases with a term of 12 months or less (short-term leases) are not recognized on the balance sheet. For short-term leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. For leases other than short-term leases, the Company recognizes a right-of-use asset (“ROU asset”) and a corresponding liability (“lease liability”) at the lease commencement date, measured on a present value basis. Lease liabilities are measured at the present value of the remaining minimum lease payments over the lease term using the discount rate at lease commencement. Where the interest rate implicit in the lease can be determined, it is used to measure the liability. Where the interest rate implicit in the lease cannot be determined, the incremental borrowing rate at the lease commencement date is used. The incremental borrowing rate is the rate of interest the lessee would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Generally, the Company uses its incremental borrowing rate as the starting point for determining the discount rate, resulting in a range of rates from 5 % to 12 % depending upon type of lease and country of origin. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. Subsequent to initial measurement, operating lease expense is recognized on a straight-line basis over the term of the lease. Impairment of Long-Lived Assets The Company periodically assesses potential impairments of its long-lived assets, namely, intangible assets, property, plant, and equipment and ROU assets. The carrying value of long-lived assets (both intangible and tangible) is reviewed for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable. Long-lived assets are reviewed for potential impairment by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value. If an impairment is identified, a loss is recorded equal to the excess of the asset's net book value over its fair value, and the cost basis is adjusted. Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually during the fourth quarter, or more frequently if impairment indicators are present, by first assessing qualitative factors to determine whether it is more likely than not the fair value of the asset is less than its carrying amount. If we conclude it is more likely than not the fair value is less than the carrying amount, a quantitative test that compares the fair value of the intangible asset to its carrying value is performed to determine the amount of any impairment. Employee and Retirement Benefits Liabilities for wages and salaries, including non-monetary benefits, vacation and accumulating sick leave are recognized as the employees’ services are delivered and are measured at the amounts expected to be paid when the liabilities are settled. These employee benefits are expected to be settled in the next twelve months and are included within accrued expenses. Some of the Company’s subsidiaries operate defined contribution plans and/or provide post-retirement benefits to their retirees. The cost of providing defined contribution benefits is charged to the income statement as services relating to the contributions are delivered. The Company has no further payment obligations in respect of such plans once the contributions have been paid. Other post-retirement benefits are not material. 103 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Debt Debt is initially recognized at fair value less attributable transaction costs, including legal and advisory and original issue discount costs. Transaction costs related to the debt placement are deferred against the loan balance and amortized over the term of the debt using the effective interest method. Transaction costs related to the undrawn revolving credit facility are deferred as a prepaid asset and amortized on a straight-line basis over the period the credit facility will be available. Subsequent to initial recognition, debt is stated at amortized cost, with any difference between cost and redemption value being recognized within interest expense in the Consolidated Statements of Operations over the term of the loan on an effective interest basis. Debt is classified as current or noncurrent based on timing of payments and expected maturity. Contingencies In the normal course of business, the Company is subject to loss contingencies such as legal proceedings and claims that arise out of our business that cover a wide range of matters, including, among others, government investigations, product liability and tax matters. Accruals are recognized when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. Gain contingencies are not recognized until realized. Legal fees are expensed as incurred. Revenue Recognition Net revenue is generated from sales of pharmaceutical products, net of discounts and accruals for returns, incentives and rebates ("gross-to-net revenue deductions"). Direct customers are often wholesalers, specialty pharmacies and specialty distributors of pharmaceutical products; indirect customers are often government-sponsored programs or commercial insurers with whom the Company has separate pricing and formulary agreements. Net revenue is recognized when a contractual promise to a customer (performance obligation) has been fulfilled by transferring control over pharmaceutical products to the direct customer, substantially all of which is upon receipt of the products by the customer, and therefore all revenue is recognized at a “point in time.” The amount of net revenue recognized is based on the consideration expected in exchange for pharmaceutical products, including reductions in revenue for rebates expected to be paid to indirect customers. The consideration Indivior receives may be fixed or variable. Variable consideration is recognized only when a significant reversal is not probable or when the uncertainty associated with the variable consideration is subsequently resolved. The Company has no material contracts with more than one performance obligation. During 2023, U.S. Biomedical Advanced Research and Development Authority (BARDA) awarded the Company a contract which included initial purchase and options for purchases and delivery of OPVEE at guaranteed pricing. Shipping and handling activities are not considered to be a separate performance obligation. All taxes assessed by a governmental authority imposed on our sales of product and collected from a customer are excluded from measurement of the transaction price. Management is required to determine the net transaction price in respect of each of its contracts with direct and indirect customers. In making such judgment, management assesses the impact of any variable consideration in the contract due to gross-to-net revenue deductions . These are estimated and recognized in the period in which the underlying performance obligation is fulfilled as a reduction of net revenue. The following are the Company’s significant categories of gross-to-net revenue deductions: Government and commercial rebates The Company records accruals for rebates for governmental programs as a reduction of sales when the product is sold into the distribution channel. For all eligible units purchased under the Medicaid Drug Rebate Program in the U.S. ("Medicaid"), the Company pays rebates based on the Company’s average manufacturer prices and applicable supplemental agreements. 104 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Management estimates expected unit sales under Medicaid and adjusts its rebate accrual based on actual utilization, rebate rates and changes in trends in Medicaid utilization. Commercial rebates include amounts payable to payers and healthcare providers under contractual arrangements and may vary by product. Government and commercial rebates are estimated using contracted rates, historical and estimated payer mix, historical utilization trends and payment processing time lag. In developing estimates, management considers statutory rebate requirements, estimated patient mix, known market events or trends, channel inventory data obtained from third parties and other pertinent internal or external information. Management assesses and updates estimates each reporting period to reflect billing trends and other current information. Chargebacks Chargebacks relate to discounts that occur when contracted indirect customers purchase directly from wholesalers and specialty distributors at a contracted price. The wholesaler or specialty distributor, in turn, then charges back the difference between the wholesale acquisition cost and the contracted price paid to the wholesaler or specialty distributor by the indirect customer. Management estimates the accrual for chargebacks based on historical and expected utilization of these programs. Accruals for chargebacks are recorded within Accrued Rebates and Product Returns as they are settled by payment and not net-settled. Sales returns Returns are generally made if the product is damaged, defective or otherwise cannot be used by the customer. In the U.S., the Company typically permits returns six months prior to and up to twelve months after the product expiration date. Outside the U.S., returns are only allowed in certain countries on a limited basis. Accruals for product returns are estimated based primarily on the Company’s historical product return patterns, expected future returns, and contractual agreement terms. Accruals for product returns are recorded in the period the related revenue is recognized. Sales discounts The Company generally offers wholesalers, specialty pharmacies and specialty distributors various forms of consideration, including discounts, allowances, service fees and prompt payment discounts, for distributing the products. Wholesaler and specialty distributor allowances and service fees arise from contractual agreements and are estimated as a percentage of the price at which the Company sells product to them. Accruals for wholesaler allowances and services fees are recorded within Accrued Rebates and Product Returns as they are settled by rebate payment and not net-settled. Prompt pay discounts are offered for payment within a specified contractual period and are classified as reductions of accounts receivable. In evaluating Accruals for Rebates and Product Returns, management takes account of factors such as levels of inventory in its various distribution channels, product expiry dates and information about potential entry of competing products into the market. In each case, the accruals noted above are subject to continuous review and adjustment as appropriate, based on the most recent information available to management. Adjustments to the accruals may be necessary based on actual utilization information submitted to the Company (in the case of accruals for rebates related to sales targets or contractual rebates), claims/invoices received (in the case of regulatory rebates and chargebacks) and actual return rates. 105 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Government and commercial rebates, chargebacks, sales returns and sales discounts to customers are recorded as a reduction in sales. As on December 31, 2025 and 2024, accruals for rebates and product returns totaled $ 582 million and $ 562 million, of which 81 % and 83 % originated in the U.S. Cost of Sales The cost of goods sold primarily consists of raw materials, third-party manufacturing costs, freight and distribution costs, direct labor, cost of write-down of inventory and manufacturing overhead costs. Idle capacity is expensed as incurred within cost of sales. During 2025, a portion of the Company's aseptic manufacturing facility was idle, resulting in $ 5 million of idle capacity costs. Advertising Expense Advertising expense includes the cost of promotional materials and activities, such as printed materials and digital marketing, marketing programs and speaker programs. Advertising expenses are expensed as incurred and are included in selling, general and administrative expenses. Advertising expenses were $ 124 million in 2025, $ 68 million in 2024, and $ 53 million in 2023. Stock-based Payments Incentives in the form of shares are provided to employees under restricted share award plans. Restricted share awards are subject to either service conditions only or service and market conditions, specifically total stockholder return or relative to selected indices. Stock-based compensation expense is recorded ratably over the vesting period, regardless of whether the market condition has been satisfied, as an expense in selling, general and administrative expense in the Consolidated Statements of Operations with a corresponding increase in additional paid-in-capital. Forfeitures are estimated based on historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. See Note 15. Stock -Based Payments for more information. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities including payroll and benefits, pre-clinical, clinical trial and related clinical manufacturing costs, manufacturing development and scale-up costs, product development and regulatory costs, contract services and other outside contractor costs, research license fees, depreciation and amortization of lab facilities and lab supplies costs incurred for the acquisition of assets for which there is no alternative future use beyond the development of unapproved pharmaceutical products. Reimbursement of costs by governmental agencies is presented net of the cost incurred. For compounds acquired or licensed before regulatory approval, the Company records acquisition costs, upfront and milestone payments as IPR&D expense in the Consolidated Statements of Operations. Acquisition costs and upfront payments are recorded when incurred. The cost of milestones is recorded when probable, which for milestones with regulatory approval requirements is generally when the specific milestone has been achieved. Once a compound receives regulatory approval, any further milestone payments are recorded as acquired distribution rights within intangible assets, less accumulated amortization on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred not yet invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors performing the activities. 106 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Restructuring Costs Restructuring charges are recognized as a result of significant changes in market conditions and actions taken to streamline operations and realize operational synergies. One-time employee termination costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Employee termination benefits are recognized when the liability is probable and the amount is reasonably estimable. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. Interest Expense Interest expense includes stated interest and amortization of deferred financing costs and debt discount incurred by the Company in connection with the refinancing of its term loan as discussed within Note 12. Debt . The Company amortizes the deferred financing costs and debt discount over the term of the debt, using the effective interest method. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period of the enactment date. The Company recognizes DTAs to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that future realization of DTAs in excess of their net recorded amount is likely, the DTA valuation allowance would be appropriately adjusted, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process: (1) it determines whether the tax positions are more likely than not to be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Interest and penalties related to unrecognized tax benefits are included in interest expense and SG&A expense, respectively. Accrued interest and penalties payable for unrecognized tax benefits are included in either current or non-current liabilities. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, the weighted-average number of potential common shares outstanding during the period which consist primarily of contingently issuable shares, assuming the vesting of restricted stock and current expected vesting of performance shares, which are added net of applying the treasury stock method. Recently Adopted Accounting Standards No new accounting standards were adopted during the twelve months ended December 31, 2025. 107 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Recently Issued Accounting Standards Not Yet Adopted ASU 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses (as clarified by ASU 2025-01) was issued in November 2024, requires disclosure of specified information about certain costs and expenses in the notes to the financial statements and is required to be applied by the Company for fiscal periods beginning after December 15, 2027. As this accounting standard only impacts disclosures, it is not expected to have a material impact on the Company’s financial statements. ASU 2025-05: Measurement of Credit Losses for Accounts Receivable and Contract Assets Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets was issued in July 2025 and allows entities to elect a practical expedient that assumes that the current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU No. 2025-05 is effective for annual and interim periods beginning after December 15, 2025, is to be applied on a prospective basis and allows for early adoption. Adoption is not expected to have a material impact on the Company's financial statements. ASU No. 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software was issued in September 2025 and removes all references to software development project stages. Software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-05 is effective for interim and annual periods beginning after December 15, 2027. The guidance may be applied on a prospective basis, a modified transition approach or a retrospective transition approach and allows for early adoption. Adoption is not expected to have a material impact on the Company's financial statements. 3. Segment, Geographic and Other Revenue Information The Company derives revenues from customers through the development, manufacture and sale of buprenorphine-based prescription drugs for treatment of opioid dependence and related disorders. The Company offers two primary product lines, with the financial results reported on a consolidated basis and reviewed as a single component. The CEO is responsible for assessing performance of the business, establishing and approving budgets, setting and evaluating performance goals, and making all key decisions aligned with strategic objectives of the Company. Accordingly, the CEO has been identified as the chief operating decision maker (“CODM”). The CEO reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating performance. Accordingly, the Company has concluded that it operates in a single operating and reportable segment for all periods presented. Please refer to Note 1. Business Overview for more information on the products and services of the Company. The CODM uses income from operations to measure the profitability of the segment. This amount is determined in accordance with the accounting policies of the consolidated entity as described in Note 2. Summary of Significant Accounting Policies . These amounts are reported on the Consolidated Statements of Operations. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. The CODM reviews net revenue and operating income (loss) on a consolidated basis and compares to forecasted totals to evaluate financial performance. In addition, the CODM reviews the total disaggregated U.S. net revenue by product line. No additional financial information is provided by product line. The financial data provided to the CODM is as follows: 108 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Twelve Months Ended December 31, 2025 2024 2023 US: SUBLOCADE* $ 794 $ 704 $ 588 Sublingual & other 226 250 282 OPVEE 1 8 15 — PERSERIS 2 24 40 42 Total US 1,053 1,008 912 Rest of World 186 179 181 Net revenue 1,239 1,188 1,093 Cost of sales 246 231 174 Gross profit 994 957 919 Operating expenses: Selling and marketing 315 255 236 Administrative and general 319 357 329 Total selling, general and administrative 634 612 565 Research and development 97 107 116 Acquired in-process research and development — 1 162 Litigation settlement 3 195 239 Other operating (income) expense, net ( 3 ) 4 ( 9 ) Total operating expenses, net 732 919 1,072 Operating income (loss) 262 38 ( 152 ) Other (income) and expenses: Interest income ( 22 ) ( 23 ) ( 43 ) Interest expense 45 41 35 Income (loss) before income taxes 239 20 ( 145 ) Income tax expense (benefit) 29 13 ( 19 ) Net income (loss) $ 210 $ 7 $ ( 126 ) *Total SUBLOCADE net revenue $ 856 $ 756 $ 630 Depreciation and amortization 10 16 15 Stock-based compensation expense 26 24 21 1 Marketing and promotion activities for OPVEE were discontinued in the third quarter of 2025. 2 Marketing and promotion activities for PERSERIS were discontinued in 2024. Significant segment expenses within net income (loss) include cost of sales, selling and marketing, general and administrative, research and development, and litigation settlement at the consolidated level. Other segment items within net income (loss) include acquired in-process research and development, other operating expense (income), net, interest (income), interest expense, and income tax expense (benefit). Our CODM is also regularly provided depreciation and amortization and stock-based compensation 109 Indivior PLC Notes to the Consolidated Financial Statements (In millions) expense information, both of which are presented above and are recorded within cost of sales and selling, general and administrative expenses. During 2025 and 2024, net revenue was increased by $ 87 million and $ 28 million, respectively, from recognition of performance obligations satisfied in prior years. During 2023, net revenue was decreased by $ 9 million from recognition of performance obligations satisfied in prior years. Significant customers that amount to 10% or more of the Company’s net revenues are as follows (in percentages of total net revenue for each year): Twelve Months Ended December 31, 2025 2024 2023 Customer A 20 % 18 % 19 % Customer B 18 % 19 % 19 % Customer C 13 % 18 % 16 % Customer D 13 % 11 % 9 % The following table summarizes the Company's long-lived assets, which include property, plant and equipment and right of use assets, by geographic area: December 31, 2025 December 31, 2024 United States $ 113 $ 74 Rest of World 57 65 Total long-lived tangible assets $ 170 $ 139 Total capital expenditures were $ 66 million, $ 29 million and $ 8 million for year ended December 31, 2025, 2024 and 2023, respectively. 4. Income Tax Income (loss) before income tax expense (benefit) by geographical area consisted of the following: (in millions) Twelve Months Ended December 31, 2025 2024 2023 Domestic $ 255 $ 34 $ 6 Foreign United States ( 23 ) $ ( 31 ) ( 158 ) Rest of World excluding United Kingdom 7 $ 17 $ 7 Total income (loss) before tax $ 239 $ 20 $ ( 145 ) Income tax expense (benefit) consisted of the following: 110 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Twelve Months Ended December 31, (in millions) 2025 2024 2023 Current Domestic $ 76 $ ( 5 ) $ 48 Foreign United States ( 2 ) 8 ( 4 ) Rest of World excluding United Kingdom 1 3 1 Total current income tax expense $ 75 $ 6 $ 45 Deferred Domestic $ 28 $ 26 $ ( 64 ) Foreign United States ( 76 ) ( 18 ) — Rest of World excluding United Kingdom 2 ( 1 ) — Total deferred income tax (benefit) expense $ ( 46 ) $ 7 $ ( 64 ) Total income tax expense (benefit) $ 29 $ 13 $ ( 19 ) In 2023, Finance (No. 2) Act 2023 (Pillar Two) was enacted in the U.K., introducing a global minimum effective tax rate of 15%. The legislation was also enacted in other jurisdictions in which the Company operates. The Pillar Two legislation was effective for the Company’s financial year beginning January 1, 2024. The Company performed an assessment exposure to Pillar Two income taxes and qualifies for one of the transitional safe harbors provided in territories with material pretax income in which it operates. 111 Indivior PLC Notes to the Consolidated Financial Statements (In millions) The following is a reconciliation of income tax expense with income taxes at the U.K. statutory rate: Twelve Months Ended December 31, (in millions) 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.K. Federal Statutory Tax Rate 1 $ 60 25.0 % $ 5 25.0 % $ ( 34 ) 23.5 % Nontaxable or Nondeductible Items Imputed Expense ( 10 ) ( 4.1 ) % ( 13 ) ( 64.2 ) % ( 12 ) 8.3 % Innovation Incentives ( 73 ) ( 30.7 ) % — — % — — % Royalty Income 79 33.0 % — — % — — % Other Permanent Differences 8 3.4 % 2 10.1 % ( 5 ) 3.4 % Effect of Changes in Tax Laws or Rates Enacted in the Current Period ( 1 ) ( 0.5 ) % — — % ( 3 ) 2.1 % Effect of Cross-Border Tax Laws — — % 3 15.1 % 3 ( 2.1 ) % Changes in Valuation Allowances 6 2.5 % 15 76.7 % 1 ( 0.7 ) % Other Adjustments Statutory Adjustments — — % 2 10.1 % ( 2 ) 1.4 % Changes in Unrecognized Tax Benefits 33 14.0 % ( 2 ) ( 10.1 ) % 1 ( 0.7 ) % Foreign Tax Effects United States Statutory Tax Rate Difference Between United States and United Kingdom — — % 1 5.0 % 4 ( 2.8 ) % Nontaxable or Nondeductible Items Imputed Income 9 3.9 % 12 61.3 % 12 ( 8.3 ) % Non-deductible Intangible Amortization — — % — — % 26 ( 17.9 ) % Royalty Payment ( 77 ) ( 32.1 ) % — — % — — % Other Permanent Differences 7 2.8 % — — % 4 ( 2.8 ) % Tax Credits Research and Development Tax Credit ( 4 ) ( 1.7 ) % ( 2 ) ( 10.1 ) % ( 2 ) 1.4 % Foreign Tax Credits ( 10 ) ( 4.4 ) % ( 16 ) ( 79.0 ) % ( 16 ) 11.0 % Changes in Valuation Allowance 2 0.7 % 4 20.1 % 4 ( 2.8 ) % Other Foreign Jurisdictions 1 0.4 % 1 5.0 % — — % Total Effective Tax Rate $ 29 12.2 % $ 13 65.0 % $ ( 19 ) 13.1 % 1 The enacted U.K. Statutory Corporation Tax rate increased to 25.0% as of April 1, 2023, providing a blended rate of 23.5% for the year ended December 31, 2023. 112 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Deferred Taxes Significant components of the Company’s deferred tax assets and liabilities are as follows: Twelve Months Ended December 31, (in millions) 2025 2024 Deferred tax assets: Property, plant and equipment $ 2 $ — Intangibles 15 15 State income taxes 1 — Share-based compensation 6 7 Lease liabilities 4 5 Accruals and general expenses 33 22 Capitalized research and development 2 7 Inventory reserves 156 70 Litigation 3 24 Foreign tax credit carryforwards 12 10 Interest expense carryforwards 18 14 Outside basis in Investments 2 3 Tax loss carryforwards 128 153 Total deferred tax assets 381 330 Valuation allowance ( 55 ) ( 47 ) Total deferred tax assets, net of valuation allowance 326 283 Deferred tax liabilities: Property, plant and equipment ( 1 ) Right of use assets ( 3 ) ( 5 ) Total deferred tax liabilities ( 3 ) ( 6 ) Total net deferred tax assets $ 323 $ 277 As of December 31, 2025, the Company had foreign tax credit carryforwards of $ 12 million, which if not used, will expire in 2031 through 2035, and R&D Credit carryforward of $ 5 million, which if not used, will expire in 2042 through 2045. Valuation Allowances As of December 31, 2025, 2024 and 2023, the Company had valuation allowances of $ 55 million, $ 47 million and $ 28 million, respectively. A reconciliation of the beginning and ending valuation allowance was as follows: Twelve Months Ended December 31, (in millions) 2025 2024 2023 Balance at beginning of year $ 47 $ 28 $ 23 Additions to valuation allowance charged to income tax expense 8 19 5 Balance at end of year $ 55 $ 47 $ 28 Additions to valuation allowances of $ 8 million, $ 19 million, and $ 5 million for 2025, 2024 and 2023, respectively, were due to deferred tax assets recorded in connection with corporate interest expense restriction, impairments, net operating and capital losses in the U.K. and foreign tax credits in the U.S. 113 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Unrecognized Tax Benefit We are subject to income taxation in many jurisdictions. Unrecognized tax benefits reflect the differences between tax positions we have taken or expect to take on income tax returns and the amounts recognized in our financial statements. Resolution of the related tax positions with the relevant tax authorities may take many years to complete, and such timing is not entirely within our control. The following table reconciles the beginning and ending amount of our gross unrecognized tax benefits that, if recognized, would impact the effective tax rate: Twelve Months Ended December 31, (in millions) 2025 2024 2023 Balance at beginning of year $ 4 $ 9 $ 7 Additions for tax positions of prior years 34 — 5 Reductions for tax positions due to lapse of statutes of limitations — ( 2 ) — Tax settlements ( 32 ) ( 3 ) ( 3 ) Balance at end of year $ 5 $ 4 $ 9 As of December 31, 2025, the Company accrued interest of $ 1 million, $ 1 million and $ 2 million for 2025, 2024 and 2023, respectively relating to its tax positions. For the years ended December 31, 2025, 2024 and 2023, interest expense relating to tax positions was $ 6 million, nil , and $ 1 million, respectively. As of December 31, 2025, the Company had accrued income tax penalties of $ 1 million, $ 1 million and $ 1 million for 2025, 2024 and 2023, respectively. For the years ended December 31, 2025, 2024 and 2023, expense related to income tax penalties was nil , nil , and $ 1 million, respectively. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlement of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. Income Taxes Paid Income taxes paid, net of (refunds) received, consisted of the following: Twelve Months Ended December 31, (in millions) 2025 2024 2023 Domestic $ 32 $ 40 $ 33 Foreign US Federal ( 1 ) 2 ( 9 ) US State and Local 2 2 5 New York state * * 3 Rest of World 4 2 — Total Taxes Paid $ 38 $ 46 $ 32 * The amount of income taxes paid during the year does not meet the 5% disaggregation threshold. Reinvestment of Unremitted Earnings We consider foreign earnings of specific subsidiaries to be indefinitely reinvested. There is no deferred tax liability, recorded, if any on such amounts. If at some future date, the Company ceases to be permanently reinvested in these specific foreign subsidiaries, the Company may be subject to foreign withholding and other taxes on these undistributed earnings and may need to record a deferred tax liability for any outside basis difference on these specific foreign subsidiaries. At December 31, 2025, 2024 and 2023, we estimate the unrecorded, deferred tax liability to be $ 2 million for each of the respective years. 114 Indivior PLC Notes to the Consolidated Financial Statements (In millions) The withholding and other tax impact from the Company's decision to exit certain Rest of World markets in 2025 was not material. Tax Return Examination Status The Company files income tax returns in the U.K., U.S. and in various foreign, state and local jurisdictions. We are subject to tax audits in the various jurisdictions until the respective statutes of limitation expire. The Company is no longer subject to U.K. examinations by tax authorities for fiscal years before 2020 and U.S. federal income tax examinations by tax authorities for fiscal years before 2022. The current U.S. federal income tax examination covers 2023. U.K. and U.S. state and local audits are ongoing covering 2018-2023. Reasonably possible additional tax liabilities and interest that could arise on resolution of these examinations, is estimated to be in the range of nil to $ 12 million. 5. Inventories Inventories are comprised of: December 31, 2025 December 31, 2024 Raw materials and consumables $ 31 $ 33 Work in progress 49 51 Finished goods 75 94 Total Inventories, net $ 154 $ 178 Inventory expected to be sold more than one year from the balance sheet date is classified as noncurrent inventory and recorded in other noncurrent assets on the condensed consolidated balance sheets. At December 31, 2025 and December 31, 2024, the noncurrent portion of inventory was $ 2 million and $ 10 million, respectively and consisted primarily of raw materials and consumables (see Note 19. Revision of Previously Issued Financial Statements ). In the year ended December 31, 2025, inventory write downs primarily consisting of $ 17 million related to the discontinuation of sales and marketing support for OPVEE, $ 10 million related to SUBLOCADE, and $ 7 million related to the exit from certain non-U.S. markets were recorded within cost of sales. 6. Property, Plant and Equipment, Net A summary of property, plant and equipment is as follows: December 31, 2025 December 31, 2024 Land and buildings $ 111 $ 76 Plant and equipment 76 76 Construction in progress 64 38 Gross Property, Plant and Equipment 251 190 Less: Accumulated depreciation ( 107 ) ( 90 ) Total Property, Plant and Equipment, net $ 144 $ 100 The Company capitalizes interest expense, if material, as part of the cost of construction of property, plant and equipment. Interest expense capitalized in 2025 and 2024 was $ 5 million and $ 3 million, respectively. Depreciation expense was $ 10 million, $ 12 million, and $ 7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Depreciation expense is included in cost of sales, research and development, and selling, general and administrative expenses within the Consolidated Statements of Operations. 115 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Property, plant and equipment impairment charges related to the planned facility closures of $ 12 million were recognized in research and development expense within the Consolidated Statements of Operations in the year ended December 31, 2025. $ 8 million of property, plant, and equipment impairment charges were recognized in cost of sales in the year ended December 31, 2024. Capital expenditures of $ 6 million and $ 9 million were included in accounts payable and accrued expenses at December 31, 2025 and December 31, 2024, respectively. 7. Goodwill and Intangible Assets December 31, 2025 December 31, 2024 Goodwill $ 2 $ 2 Marketed products 213 213 Software 38 38 Gross Intangible Assets 253 253 Less: Accumulated amortization ( 251 ) ( 246 ) Total Goodwill and Intangible Assets, net $ 2 $ 6 Acquired distribution rights for marketed products were fully amortized before 2022. Amortization of software is included in selling, general and administrative expenses within the Consolidated Statements of Operations and wa s nil , $ 3 million, and $ 3 million in 2025, 2024 and 2023, respectively. In 2025, impairment of marketed products of $ 5 million was recorded related to the discontinuation of OPVEE sales and marketing support. The estimated annual amortization expense for intangible assets, before tax, for the next five years is not material. 8. Investments The Company has investments in corporate debt securities which are initially recorded at fair value, plus or minus directly attributable transaction costs, and remeasured based on the intended holding period. Interest income on debt securities is included in interest income within the Consolidated Statements of Operations using the effective interest method. The Company’s investments are classified as held to maturity investments and reported at amortized cost. Realized gains or losses are reported in earnings. The following table summarizes the amortized cost and fair value of corporate debt securities, disaggregated by underlying investment contractual maturity: Amortized Cost Basis Fair Value December 31, 2025 Corporate Debt Securities Less than 1 year $ 17 $ 17 1 year to 2 years 11 11 December 31, 2024 Corporate Debt Securities Less than 1 year $ 17 $ 17 1 year to 2 years 10 10 Gross unrealized gains and gross unrealized losses were not material in 2025 or 2024. At December 31, 2025 and 2024, $ 28 million and $ 27 million, respectively, of debt securities were held by a separate cell of an insurance company as part of an agreement to fund insurance coverage. These debt securities are classified as non-current as access to the investments is subject to contractual restrictions through at least December 31, 2027, regardless of the underlying investment maturity. 116 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations and as noted above for debt securities held by a separate cell of an insurance company. No impairment charges were incurred on any held-to-maturity securities in 2025, 2024 or 2023. 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses include: December 31, 2025 December 31, 2024 Accounts payable $ 48 $ 63 Accrued employee-related obligations 103 60 Accrued indirect tax and government fees 20 23 Accruals for third-party services 76 64 Accrued other expenses 3 6 Total accounts payable and accrued expenses $ 250 $ 216 10. Leases Operating lease expense was $ 12 million, $ 12 million, and $ 11 million, in 2025, 2024, and 2023, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $ 13 million in 2025, $ 13 million in 2024, and $ 11 million in 2023. Right-of-use assets recorded in exchange for executing new operating lease agreements were $ 5 million in 2025 , $ 10 million in 2024 , and $ 14 million in 2023 . Supplemental information related to leases is as follows: December 31, 2025 December 31, 2024 Weighted average remaining lease term (years) 4.16 4.49 Weighted average discount rate 7 % 8 % Future lease payments for non-cancellable operating leases as of December 31, 2025, were as follows: 2026 $ 12 2027 11 2028 8 2029 1 2030 1 Thereafter 5 Total future lease payments 37 Less: Imputed interest ( 5 ) Total lease liability $ 32 At December 31, 2025, the Company had no leases entered into that had not yet commenced. 117 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 11. Accrued Litigation Settlement Expenses December 31, 2025 December 31, 2024 Current Non current Total Current Non current Total Accrued litigation settlement expenses DOJ-related $ — $ — $ — $ 52 $ 296 $ 348 Antitrust matters — — — 24 — 24 Opioid litigation 28 52 80 15 61 76 Other 14 — 14 8 8 16 Total accrued litigation settlement expenses $ 42 $ 52 $ 94 $ 99 $ 365 $ 464 DOJ-Related DOJ Resolution Agreement In July 2020, the Company settled criminal and civil liability with the U.S. Department of Justice (DOJ), the U.S. Federal Trade Commission (FTC), and U.S. state attorneys general with aggregate payments of $ 600 million (plus interest) due from 2020 through 2027. In November 2025, the Company opted to prepay the remaining liability of $ 295 million with a resulting gain on early settlement of $ 4 million recorded in litigation settlement expenses on the consolidated statement of operations. Indivior has no further financial obligation with respect to this matter. Antitrust matters The final installment of $ 25 million related to the last remaining antitrust litigation settlement was paid during 2025. The Company has no remaining liabilities related to antitrust litigation. Opioid litigation The accrual of $ 80 million at December 31, 2025 reflects the present value of the agreed amount in a settlement between Indivior, the plaintiffs' executive committee and certain state attorneys general covering certain opioid litigation (including cases in the Opioid MDL) brought by municipalities and tribes, as well as a separate settlement with the State and subdivisions of Maryland. The outflow of resources for the Opioid MDL is expected to occur over five years . Other At December 31, 2025, Other includes the remaining $ 8 million liability related to an indemnity settlement with Reckitt Benckiser and an accrual of $ 6 million for probable claims related to contract terminations associated with the exit of several non-U.S. markets. See Note 16. Commitments and Contingencies for additional information on legal matters. 118 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 12. Debt The Company has a note purchase agreement with original principal amount of $ 350 million and a committed, revolving credit facility of $ 50 million, both of which mature in November 2030. None of the $ 50 million revolving credit facility has been drawn upon. S ubstantially all of the assets of the Company are pledged to secure this debt. The outstanding balance of the note purchase agreement of $ 333 million and $ 350 million in 2025 and 2024, respectively, is secured by the assets of certain subsidiaries of the Company, primarily in the form of guarantees issued by respective subsidiaries. In relation to these debts, interest paid was $ 34 million, $ 28 million, and $ 26 million in 2025, 2024, and 2023, respectively. Interest expense was $ 38 million, $ 30 million, and $ 27 million in 2025, 2024, and 2023, respectively. The terms of the loan in effect at December 31, 2025, are as follows: Period Interest Payable Required Amortization Required Total Leverage Ratio Required Interest Coverage Ratio Note Purchase Agreement Through Sept. 30, 2026 SOFR + 5.5 % 5 % No more than 3 :1 At least 2.5 :1 From Dec. 31, 2026 and thereafter SOFR + 5.5 % 7.5 % No more than 2.5 :1 At least 2.5 :1 Revolving Credit Facility Through Sept. 30, 2026 SOFR + 5.5 %; 0.5 % undrawn fee N/A No more than 3 :1 At least 2.5 :1 From Dec. 31, 2026 and thereafter SOFR + 5.5 %; 0.5 % undrawn fee N/A No more than 2.5 :1 At least 2.5 :1 The total leverage ratio is calculated as total debt less up to $ 50 million in cash, divided by Consolidated Adjusted EBITDA. The Note Purchase Agreement generally defines the interest coverage ratio to mean Consolidated Adjusted EBITDA divided by interest expense. For purposes of the Note Purchase Agreement and Revolving Credit Facility only, the Note Purchase Agreement generally defines "Consolidated Adjusted EBITDA" to mean Consolidated Net Income for such period plus, without duplication, amounts paid or expensed for: taxes; interest; depreciation or amortization; debt, equity, and similar capital issuance costs; letters of credit; capital leases; the acquisition or repayment of any debt securities; board of director fees and expenses; transaction costs and charges incurred in connection with transactions permitted under the Note Purchase Agreement; non-recurring litigation or claim settlement charges; non-cash compensation charges associated with any stock options, restricted stock or other equity instruments; any net after-tax extraordinary, nonrecurring or unusual gains or losses; expected cost savings reasonably anticipated to be realized within 18 months related to transactions, and related charges and costs; provided that each is counted only to the extent deducted in calculating Consolidated Net Income for such period, and minus certain items such as certain non-cash gains or income to the extent they increased Consolidated Net Income. The Company is in comp liance with these and all other covenants. Aggregate maturities of long-term debt obligations (including estimated interest) are as follows: 2026 2027 2028 2029 2030 Thereafter $ 59 $ 55 $ 52 $ 50 $ 243 $ — 119 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 13. Financial Instruments and Fair Value Measurements Financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt, investments in corporate debt securities and investments in equity securities. The carrying value of these financial instruments, excluding debt instruments and the Company’s investments in corporate debt and equity securities, approximates fair value because of the short-term nature of these instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: • Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity. Level 3 assets or liabilities are those whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques with significant unobservable inputs, as well as assets or liabilities for which the determination of fair value requires significant judgment or estimation. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s only financial instruments which are measured at fair value on a recurring basis are equity securities. The fair value of the equity securities is based on quoted market prices on the measurement date. Financial instruments measured at fair value on a recurring basis at December 31 are summarized below: December 31, 2025 December 31, 2024 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Equity securities $ — $ — $ — $ 1 $ — $ — Total $ — $ — $ — $ 1 $ — $ — The Company recognized unrealized losses on the remeasurement of equity securities of nil and $ 9 million in 2025 and 2024, respectively, which was recorded in other operating expense (income), net. The fair value of the Company’s corporate debt securities was $ 28 million and $ 27 million at December 31, 2025, and 2024. The fair value of the corporate debt securities held at amortized cost was calculated based on quoted market prices which would be classified as Level 1 in the fair value hierarchy above. The fair value of long-term debt was $ 333 million as of December 31, 2025 and was valued using Level 2 inputs which are based upon the quoted market prices for the same or similar debt instruments. The fair value of short-term debt approximates the carrying value due to the short maturities of the debt instruments. Financial assets and liabilities are offset, and the net amount reported in the Consolidated Balance Sheets when there is a legally enforceable right to offset and net settlement is intended. 120 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 14. Earnings (Loss) Per Share The following table summarizes the calculation of basic and diluted earnings (loss) per share for years ended December 31, 2025, 2024 and 2023: Twelve Months Ended December 31, 2025 2024 2023 Net income (loss) $ 210 $ 7 $ ( 126 ) Basic weighted-average shares outstanding 125 132 137 Effect of potentially dilutive securities: Restricted stock awards 1 3 — — Diluted weighted-average shares outstanding 128 133 137 Basic earnings (loss) per share $ 1.68 $ 0.05 $ ( 0.92 ) Diluted earnings (loss) per share $ 1.64 $ 0.05 $ ( 0.92 ) 1 The potential shares excluded from the diluted earnings (loss) per share computation because of the antidilutive impact were nil in 2025 and in 2024, and 4 million in 2023. The weighted average number of shares is adjusted for the number of shares granted to the extent market conditions have been met at the balance sheet date and determined using the treasury stock method. Conditional awards of 5 million and 2 million shares were granted under the Company’s Long-Term Incentive Plan in 2025 and 2024, respectively. For 2025 and 2024, nil and 3 million share awards were excluded from the computation of diluted weighted average shares, after application of the treasury method, because the market criteria were not met at the balance sheet date. 15. Stock-based compensation The Company operates three equity-settled executive and employee long-term incentive stock plans and two other employee plans. For stock-based payment awards, the fair value at the grant date is calculated using appropriate pricing models. Total pretax stock-based compensation cost recorded in 2025 , 2024 , and 2023 was $ 26 million, $ 24 million and $ 21 million, respectively. Income tax expense and benefits for stock-based compensation expense recognized in 2025 , 2024 , and 2023 were an expense of $ 2 million and benefits of $ 5 million and $ 3 million, respectively. Indivior Long-Term Incentive Plan (LTIP) In 2015, a stock-based incentive plan was introduced for employees including executive directors of the Company ("2015 Plan"). The awards are conditional upon the satisfaction of both market conditions and a service period, generally of three years . Awards granted to executive directors are subject to a further post-vesting holding period of two-years . Awards granted in 2023 under the 2015 Plan vest based on a comparison of the share performance of the Company and the share performance of other companies (“Comparators”) within two indices: (1) The FTSE 250 and (2) the S&P 1500 Pharmaceutical and Biotech Index. The conditions are based on calculation of the Total Shareholder Return (“TSR”) for the Company and the Comparators in the FTSE 250, and the TSR for the Comparators in the S&P 1500 Pharmaceutical and Biotech Index and into what percentile the Company falls as compared to the Comparators in each index. The vesting is as follows: a threshold ( 12.5 % payout) for 50 th percentile performance and maximum ( 100 % payout) for 75 th percentile performance; with interpolation in between. If the Company's TSR falls below the 50 th percentile of the index, none of the shares will vest. Equal weighting is given to the performance compared to the FTSE 250 and S&P 1500 Pharmaceutical and Biotech Index. 121 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Awards granted in 2024 under the 2015 Plan vest based on a comparison of the share performance of the Company and the share performance of Comparators within the S&P 1500 Pharmaceutical and Biotech Index. The conditions are based on calculation of the TSR for the Company and the Comparators in the index and into what percentile the Company falls as compared to the Comparators. The vesting is as follows: a threshold ( 12.5 % payout) for 50 th percentile performance and maximum ( 100 % payout) for 75 th percentile performance; with interpolation in between. If Company's TSR falls below the 50 th percentile of the index, none of the units will vest. In 2024, the Indivior 2024 Long Term Incentive Plan was introduced for employees including executive directors of the Company ("2024 Plan"). The awards are conditional upon the satisfaction of market conditions, performance conditions, and/or a service period, generally of three years . Awards granted to executive directors are subject to a further post-vesting period of two-years . Awards granted in 2025 under the 2024 Plan with market conditions vest based on a comparison between the share performance of the Company and the share performance of Comparators within the NASDAQ Biotechnology Index. The conditions are based on calculation of the TSR for the Company and the Comparators in the index and into what percentile the Company falls as compared to the Comparators. The vesting is as follows: a threshold ( 25 % payout) for 25 th percentile performance and maximum ( 100 % payout) for 75 th percentile performance; with interpolation in between. If the Company's TSR falls below the 25 th percentile of the index, none of the shares will vest. Awards granted in 2025 with performance conditions vest based on the achievement of certain non-market performance conditions as specified in the awards. The fair values of awards with market performance conditions granted under both the 2015 and 2024 plans are calculated using a Monte Carlo simulation method. As vesting of the LTIP award units is based on relative market conditions, an open form model such as the Monte Carlo is required to take into consideration the parameters of the awards. The key assumptions in the simulation model are share price of the Company, expected volatilities of the Company considering a combination of historic and implied volatility, risk-free rate, and dividend yield. A summary of the service-based restricted stock units and market-based stock awards activity under the LTIP as of December 31, 2025, is presented below (values in thousands): Outstanding Service-Based Restricted Stock Awards Outstanding Performance-Based Stock Awards December 31, 2023 1,167 5,328 Granted 473 1,304 Issued ( 335 ) ( 973 ) Canceled/forfeited/adjusted ( 268 ) ( 941 ) December 31, 2024 1,036 4,717 Granted 2,354 3,011 Issued ( 354 ) ( 286 ) Canceled/forfeited/adjusted ( 922 ) ( 2,475 ) December 31, 2025 2,114 4,968 The weighted average fair value per share of the service-based restricted stock units granted was $ 10.26 , $ 19.44 and $ 19.25 in fiscal years 2025 , 2024 , and 2023, respectively, based on the fair market value at the date of grant. The total fair value of restricted stock units issued was $ 3 million, $ 12 million and $ 12 million in 2025 , 2024 , and 2023, respectively. The weighted average fair value per share of the market-based stock awards granted per share was $ 8.79 , $ 14.58 and $ 11.72 in fiscal years 2025 , 2024 , and 2023, respectively, calculated using the weighted average fair market value for each of the component goals at the date of grant. The total fair value of 122 Indivior PLC Notes to the Consolidated Financial Statements (In millions) market-based stock awards issued was nil , $ 44 million, and $ 44 million in fiscal years 2025 , 2024 , and 2023, respectively. Total compensation cost for unvested awards not yet recognized at December 31, 2025 was approximately $ 19 million and $ 12 million for service-based restricted stock units and performance-based restricted units, respectively. Compensation cost is expected to be recognized over the remaining weighted-average period of 2 years for market-based stock awards and 1 year for service-based restricted stock units. Other Employee Plans The Company operates a His Majesty's Revenue and Customs approved (“HMRC-approved”) save as you earn (“SAYE”) plan for U.K. employees and U.S. Employee Share Purchase Plan (ESPP) for U.S. employees. The amounts recognized for these plans are not material for disclosure. Stock Options The Company did not grant any stock options in 2025, 2024, or 2023. The total fair value of stock options exercised was nil , $ 3 million, and nil in 2025, 2024, and 2023, respectively. 16. Commitments and Contingencies Commercial Commitments The Company has non-cancelable manufacturing and supply agreements with various suppliers and contract manufacturing organizations that extend beyond one year. As of December 31, 2025, these agreements require future minimum purchases of approximately $ 52 million, including $ 37 million for contract manufacturing services and $ 16 million for raw materials. Future minimum payments under these commitments are approximately $ 31 million in 2026, $ 14 million in 2027 and $ 4 million in each of 2028 and 2029. Purchases under these agreements were $ 49 million in 2025, $ 70 million in 2024 and $ 33 million in 2023. Legal Proceedings and Contingencies The Company is involved in various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. These proceedings may involve compliance and trade practices, antitrust, commercial claims, product liability claims, intellectual property rights and securities, among others. The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. The Company has accrued for these matters and will continue to monitor each related legal issue and adjust accruals as might be warranted based on new information and further developments. Developments in legal proceedings and other matters that could cause changes in the amounts previously accrued are evaluated each reporting period. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. Where the amount and timing of the payment is fixed, the obligation is not interest-bearing, and the impact of discounting is significant, these obligations are recorded at their present value, generally using a discount rate appropriate to the obligation or approximating the risk-free rate at the time the Company incurred the obligation. The Company does not believe that any of the legal matters discussed below, except as otherwise specifically noted, will have a material adverse effect on its financial position or liquidity as the Company believes it has substantial defenses in the matters. However, the outcomes of the Company’s legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. There can be no assurance that there will not be an increase in the scope of one or more of these pending 123 Indivior PLC Notes to the Consolidated Financial Statements (In millions) matters or that any other future legal matters will not be material to Company’s financial position, results of operations or cash flows for a particular period. Certain ongoing legal proceedings or threats of legal proceedings to which the Company is a party, but in which the Company believes the possibility of an adverse impact is remote, are not discussed in this Note. Civil Opioid Litigation The Company was named as a defendant in more than 400 civil lawsuits alleging that manufacturers, distributors, and retailers of opioids engaged in a longstanding practice to market opioids as safe and effective for the treatment of long-term chronic pain to increase the market for opioids and their own market shares for opioids, or alleging individual personal injury claims. Most of these cases were consolidated and are pending in a federal multi-district litigation in the U.S. District Court for the Northern District of Ohio. See In re National Prescription Opiate Litigation , MDL No. 2804 (N.D. Ohio) (the “Opioid MDL”). Nearly two-thirds of the cases in the Opioid MDL were filed by cities and counties and other government subdivisions (including, in some instances, school districts and hospitals), while a substantial number of cases were filed by private individual plaintiffs, most of whom assert claims relating to neonatal abstinence syndrome (“NAS”). Following mediation, the Company, the Opioid MDL Plaintiffs’ Executive Committee and certain state attorneys general finalized a settlement agreement dated April 4, 2025 (the “State/Subdivision MSA”). The settlement framework provides a process through which states and their political subdivisions may elect to participate and, if participation thresholds and other conditions are satisfied, would resolve opioid-related claims brought (or that could have been brought) by participating states and participating subdivisions, including cases pending in the Opioid MDL and certain cases pending outside the Opioid MDL. Following the States’ approval process and an agreed extension of certain settlement milestones, the Company delivered its notice of determination to proceed under the State/Subdivision MSA on January 23, 2026, and received acknowledgments of receipt from the relevant State and Plaintiffs’ leadership contacts. Other than Maryland and its subdivisions (discussed below), all States and their participating subdivisions participated in the settlement. The Company completed the transfer of Year 1 settlement funds from the escrow structure to the settlement fund administrator arrangements by the applicable settlement transfer date of January 29, 2026. The Company has obtained (or is in the process of finalizing and collecting) State Attorney General releases for 49 of 50 states (excluding Maryland) and certain U.S. territories, and the current focus has shifted to the coordinated filing of consent judgments and dismissals in the Opioid MDL. The Master Stipulation of Dismissal as to all MDL plaintiffs that elected to participate in the MSA was filed on February 19, 2026, dismissing with prejudice a total of 254 cases (all brought by subdivisions) against the Company. The Company separately executed a final settlement agreement dated April 4, 2025, with the Tribal Leadership Committee (the “Tribal MSA”). During 2025, as participation increased, dismissals of tribal cases were filed and granted with prejudice, including global dismissals that brought participation by litigating tribes to 100 % among the settling defendants. As of December 31, 2025, the Company had deposited the first installment of $ 15 million into escrow accounts in July 2025 in connection with the settlement framework. Of this amount, $ 0.5 million due to tribes was deposited into a qualified settlement trust account and, during the fourth quarter of 2025, those funds were transferred to the tribes. The remaining $ 14 million payable to the states was deposited into a separate bank account controlled by the Company and remained in cash and cash equivalents and accrued litigation settlement expenses as of December 31, 2025. These funds were distributed to the states in early 2026. The Company recorded a related provision of $ 78 million as of December 31, 2025, reflecting the net present value of the expected payment stream under the settlement framework, inclusive of discounting assumptions applied at period end. See Note 11. Accrued Litigation Settlement E xpenses . 124 Indivior PLC Notes to the Consolidated Financial Statements (In millions) The settlement includes injunctive relief obligations applicable to the Company. Those obligations include restrictions and requirements relating to (among other things): (i) limits on certain promotion of oral opioid use disorder (“OUD”) treatment drugs (including SUBUTEX and SUBOXONE tablets/film), but not including SUBLOCADE, (ii) prohibitions on financial reward or discipline tied to volume of OUD treatment drug sales, (iii) prohibitions on sales of opioid products for pain, (iv) lobbying restrictions, (v) requirements for contracting with third parties responsible for monitoring and reporting (including requiring DEA registrations and suspicious order monitoring programs and sharing evidence of diversion with third-party logistics providers), (vi) obligations to provide copies of lawsuits, subpoenas, or civil investigative demands to states upon request, and (vii) annual training requirements for relevant personnel and certain external-facing programs (including sales force and speaker/key opinion leader programs and related communications). In January 2026, Maryland confirmed it would not join the State/Subdivision MSA as it relates to the Company, reducing the Company’s total settlement commitment under the State/Subdivision MSA by approximately $ 2 million, reflecting reductions across remediation payments, certain fee components, and cash conversion amounts. As of December 31, 2025, the Company reduced the Opioid MDL litigation settlement accrual by $ 2 million (before discounting) to reflect Maryland’s non-participation and recorded a separate litigation settlement accrual of $ 2 million representing the Company’s best estimate for a settlement with Maryland. Because the Company anticipated reaching a near-term settlement with Maryland, that separate accrual was not discounted. In January 2026, the Company reached an agreement in principle with Maryland on a separate settlement addressing opioid‑related claims on the same general subject matter as the State/Subdivision MSA. The agreement in principle contemplates that Maryland would receive economic consideration aligned to the multistate framework and settlement product with an aggregate value of $ 2 million at wholesale acquisition cost, to be made available over a period of time. Maryland has also requested that the Company cover certain settlement administration costs and that the settlement include a process to secure participation and releases from Maryland political subdivisions. The Company is continuing to negotiate definitive documentation and implementation details, and the settlement has not been finalized as of the date of this filing. The State/Subdivision MSA and the Tribal MSA are not expected to resolve private plaintiff cases against the Company (whether in the Opioid MDL or proceeding separately), including NAS-related claims. As of February, 24, 2026 there are over 130 private plaintiff cases not involving the subdivisions filed against the Company in the Opioid MDL. Certain opioid-related matters pending outside the Opioid MDL have been stayed or are subject to status conferences, and the parties have sought extensions or continuances in light of the settlement process. With respect to specific non-MDL cases and proceedings, the Company has previously disclosed: (i) San Miguel Hospital Corp. d/b/a Alta Vista Regional Medical Center v. Johnson & Johnson, et al., No. 1:23-cv-00903 (D.N.M.), which case was dismissed as to Indivior on March 19, 2025. With respect to the West Virginia NAS matters, the plaintiffs filed a notice of appeal in the West Virginia Supreme Court on February 27, 2025. Briefing on this matter was completed in August 2025. As of the date of this filing, there has been no decision by the West Virginia Supreme Court. The Company has begun its evaluation of all of the claims, believes it has meritorious defenses, and intends to vigorously defend itself in all actions that are not resolved by settlement agreements. Given the status and preliminary stage of litigation in the non-settled matters, no estimate of possible loss for those matters can be made at this time. False Claims Act Allegations 125 Indivior PLC Notes to the Consolidated Financial Statements (In millions) In August 2018, the U.S. District Court for the Western District of Virginia unsealed a declined qui tam complaint alleging causes of action under the Federal and state False Claims Acts against certain entities within the Company predicated on best price issues and claims of retaliation. See United States ex rel. Miller v. Reckitt Benckiser Group PLC et al. , Case No. 1:15-cv-00017 (W.D. Va.). The suit also seeks reasonable attorneys’ fees and costs. The Company filed a Motion to Dismiss in June 2021, which was granted in part and denied in part on October 17, 2023. The relator filed a sixth amended complaint against only Indivior Inc. on December 7, 2023, which Indivior answered on March 18, 2024. Discovery has been stayed pending resolution of certain discovery disputes. The Company is evaluating the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time. U.K. Shareholder Claims On September 21, 2022, certain shareholders issued representative and multiparty claims against Indivior PLC in the High Court of Justice for the Business and Property Courts of England and Wales, King’s Bench Division. The claims generally allege violations of the U.K. Financial Services and Markets Act 2000 (“FSMA 2000”) by making false or misleading statements or material omissions in public disclosures, including the 2014 Demerger Prospectus, regarding an alleged product-hopping scheme regarding the switch from SUBOXONE Tablets to SUBOXONE Film. The representative action was struck out in December 2023 and was affirmed on appeal in January 2025. The claimants applied for permission to appeal to the Supreme Court on February 19, 2025. The Company opposed, and the court refused the application on February 27, 2025. On August 8, 2025, the claimants served their Particulars of Claim on Indivior PLC related to the multiparty action. On October 6, 2025, the Company served its Defence. The multiparty action remains pending. The first case management conference has been set for July 23-24, 2026. The Company has begun its evaluation of the remaining claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the remaining litigation, no estimate of possible loss can be made at this time. U.S. Shareholder Claims A class action lawsuit was filed against Indivior PLC, Mark Crossley (the former CEO of the Company), and Ryan Preblick (the CFO of the Company) on August 2, 2024, alleging violations of certain U.S. federal securities laws, and the lead plaintiff filed an amended complaint on December 5, 2024, which also named Richard Simkin (the former CCO of the Company) as a defendant. The defendants moved to dismiss. On September 15, 2025, the court granted the motion to dismiss. The defendants did not file an appeal by the deadline of October 15, 2025. Opiant Stockholder Claims On November 8, 2023, plaintiff James Litten filed a class action complaint in the Delaware Court of Chancery alleging that former officers and directors of Opiant Pharmaceuticals, Inc. breached fiduciary duties of care, loyalty, and good faith in connection with Indivior PLC's 2022 acquisition of Opiant. The court granted Opiant's motion to dismiss on June 6, 2025. The plaintiff's time to appeal has expired. Dental Allegations The Company has been named as a defendant in numerous lawsuits alleging that SUBOXONE Film was defectively designed and caused dental injury, and that the Company failed to properly warn of the risks of such injuries. The plaintiffs generally seek compensatory damages, as well as punitive damages and attorneys’ fees and costs. Plaintiffs and potential plaintiffs related to these lawsuits generally can be grouped as follows: 126 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Dental MDL Plaintiffs: Approximately 2,000 of these cases, naming more than 25,000 plaintiffs, have been consolidated in multi-district litigation in the Northern District of Ohio. See In Re Suboxone (Buprenorphine/Naloxone) Film Products Liability Litigation , MDL No. 3092 (N.D. Oh.) (the “Dental MDL”). Dental MDL Schedule A Plaintiffs: One complaint filed in the Dental MDL on June 14, 2024, attached a schedule of nearly 10,000 plaintiffs (the “Schedule A Plaintiffs”). The parties negotiated a tolling agreement for the Schedule A Plaintiffs that would permit plaintiffs’ counsel additional time to investigate issues such as whether any Indivior product was used before determining whether to file individual complaints to be coordinated with the Dental MDL. Plaintiffs have been dismissing Schedule A claimants pursuant to a mechanism provided by the court. As of February 24, 2026, the plaintiffs had reduced the number of Schedule A claimants to approximately 5,400 . State Court Plaintiffs: One complaint has been filed in New Jersey state court, and the parties have agreed to toll the claims of more than 975 other individuals in Delaware, New Jersey, and Virginia. Complaints have not yet been filed on behalf of the tolled individuals. Product liability cases such as these typically involve issues relating to medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual/provable injury and other matters. These lawsuits and claims follow a June 2022 required revision to the Prescribing Information and Patient Medication Guide about dental problems reported in connection with buprenorphine medicines dissolved in the mouth to treat opioid use disorder, which was required by the FDA of all manufacturers of these products. These cases are in their preliminary stages. Any bellwether trials would not occur until the fourth quarter of 2027 at the earliest. The Company has been informed by its primary insurance carrier that defense costs for the Dental MDL should be reimbursed now that the Company's self-insurance retention has been exhausted. Additionally, the Company's primary insurance carrier and secondary carriers have issued a reservation of rights against payment of any liability costs. In the event of a liability finding, various factors could affect reimbursement or payment by insurers, if any, including (i) the scope of insurers’ purported defenses and exclusions to avoid coverage, (ii) the outcome of negotiations with insurers, (iii) delays in or avoidance of payment by insurers and (iv) the extent to which insurers may become insolvent in the future. The Company has begun its evaluation of the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time. Proposed class actions based on similar allegations as in the Dental MDL, but also relating to SUBOXONE Tablets, were filed in Quebec and British Columbia against various subsidiaries of the Company, among other defendants, in April 2024. The Company has begun its evaluation of the claims, believes it has meritorious defenses, and intends to vigorously defend itself. Given the status and preliminary stage of the litigation, no estimate of possible loss can be made at this time. 17. Stockholder's Equity Common Stock A summary of common stock outstanding is as follows: 127 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Twelve Months Ended December 31, 2025 2024 2023 Balance at beginning of year 125 137 136 Common stock issued 1 1 2 Common stock repurchased and canceled ( 1 ) ( 13 ) ( 2 ) Balance at end of year 125 125 137 The Company has one class of common stock which carries the right to one vote at stockholder meetings of the Company. Incremental costs directly attributable to the issue of common stock, net of any tax effects, are recognized as a deduction from equity. The Company does not hold any shares as treasury shares. The Company does not anticipate the payment of dividends for the foreseeable future. Accumulated other comprehensive loss The accumulated other comprehensive loss includes the accumulated foreign exchange differences from the translation of the financial statements of the Company’s foreign operations arising when the Company’s entities are consolidated. Accumulated deficit At the inception of Indivior as an independent publicly-listed company, accumulated deficit of $ 1,295 million was recognized, representing the difference between the nominal value of the shares issued by the Company and the net investment in the Company by the former owner. 128 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 18. Restructuring Twelve Months Ended December 31, 2025 2024 Charged to Cost of sales Impairment of Property, Plant, and Equipment, net $ — $ 8 Inventory write-downs and other 26 21 Contract termination and related expenses 18 12 Intangible Asset impairment 5 — Sub-total: Cost of sales 48 41 Charged to Research and development Impairment of Long-Lived Assets 15 — Severance, legal, consulting, and other 2 — Sub-total: Research and development 17 — Charged to Selling, general and administrative Severance, legal, consulting, and other 56 12 Sub-total: Selling, general and administrative 56 12 Charged to Litigation settlement Litigation and legal costs 6 — Sub-total: Litigation settlement 6 — Total charges $ 127 $ 53 Restructuring charges in 2025 related to major initiatives as part of Phase I of the Indivior Action Agenda — Generate Momentum, as well as the discontinuation of OPVEE. Within cost of sales, $ 48 million of charges were recorded, consisting of $ 39 million of charges related to the discontinuation of OPVEE and $ 9 million primarily related to inventory write-downs in Rest of World. The $ 39 million of charges related to the discontinuation of OPVEE recorded in cost of sales consisted of inventory write-downs of $ 17 million, expenses related to contract termination of $ 18 million, and the impairment of intangible assets of $ 5 million. Also, $ 73 million of charges were recognized within research and development and selling, general, and administrative expenses consisting of the impairment of long-lived assets, severance charges including headcount reductions, and consulting, legal and tax expenses. Additionally, $ 6 million of charges were recognized within litigation settlement related to legal and litigation settlement costs incurred as a result of the Rest of World optimization. As of December 31, 2025, remaining obligations for these restructuring costs included within accounts payable and accrued expenses on the consolidated balance sheet were $ 18 million for contract termination and related expenses and $ 36 million for severance, legal, consulting, and other corporate initiative transition costs. No additional costs are expected to be incurred. Restructuring charges in 2024 related to the discontinuation of promotion and marketing support for PERSERIS announced in July 2024, resulting in a headcount reduction of approximately 130 employees and termination of related contract manufacturing agreements. Charges of $ 53 million recorded in 2024 included inventory provisions and impairment of tangible assets, contract termination costs and severance. No significant additional costs are expected to be incurred. 19. Revision of Previously Issued Financial Statements During the first quarter of 2025, the Company identified an error in the methodology used to accrue for Indivior's share of the annual U.S. fee imposed on drug manufacturers (the "Branded Fee"). This resulted in 129 Indivior PLC Notes to the Consolidated Financial Statements (In millions) an overstatement of the Branded Fee accrual for the periods presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The overstatement of the Branded Fee accrual did not materially impact the Company's previously issued financial statements for any of the prior quarters or the annual periods in which they occurred. However, in accordance with Staff Accounting Bulletin No. 108 of the Securities and Exchange Commission, the Company concluded that correcting the cumulative misstatement in the current period would be material to its results of operations for the quarter ended March 31, 2025. Accordingly, the Company has revised its previously issued Consolidated Financial Statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 to correct this accrual overstatement. Additionally, the Company has revised its quarterly financial data for the three months ended March 31, June 30, September 30, 2024, and December 31, 2024, as well as Schedule 1, to reflect these revisions. A summary of the corrections to the impacted financial statement line items is presented below. An adjustment to reclassify a portion of inventories as other noncurrent assets as of December 31, 2024 and 2023 has also been reflected below. Consolidated Balance Sheets As reported Adjustment Revised December 31, 2024 Inventories $ 178 $ ( 10 ) $ 167 Current tax receivable 34 ( 1 ) 33 Total current assets 839 ( 12 ) 827 Deferred tax assets 280 ( 3 ) 277 Other noncurrent assets 29 10 39 Total assets 1,319 ( 4 ) 1,316 Accounts payable and accrued expenses 232 ( 16 ) 216 Total current liabilities 939 ( 16 ) 924 Total liabilities 1,668 ( 16 ) 1,652 Accumulated deficit ( 454 ) 12 ( 443 ) Total shareholders' deficit ( 348 ) 12 ( 337 ) Total liabilities and shareholders' deficit $ 1,319 $ ( 4 ) $ 1,316 December 31, 2023 Inventories $ 135 $ ( 9 ) $ 126 Total current assets 1,266 ( 9 ) 1,257 Deferred tax assets 288 ( 2 ) 286 Other noncurrent assets 28 9 36 Total assets 1,760 ( 2 ) 1,758 Accounts payable and accrued expenses 204 ( 10 ) 195 Total current liabilities 1,290 ( 10 ) 1,281 Total liabilities 1,951 ( 9 ) 1,942 Accumulated deficit ( 295 ) 7 ( 288 ) Total shareholders' deficit ( 191 ) 7 ( 184 ) Total liabilities and shareholders' deficit $ 1,760 $ ( 2 ) $ 1,758 130 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Consolidated Statements of Operations As reported Adjustment Revised Year ended December 31, 2024 Selling, general and administrative expenses $ 618 $ ( 6 ) $ 612 Total operating expenses, net 925 ( 6 ) 919 Operating income 32 6 38 Income before income taxes 14 6 20 Income tax expense ( 11 ) ( 2 ) ( 13 ) Net income $ 2 $ 5 $ 7 Earnings per Share Basic $ 0.02 $ 0.03 $ 0.05 Diluted $ 0.02 $ 0.03 $ 0.05 Year ended December 31, 2023 Selling, general and administrative expenses 569 ( 4 ) 565 Total operating expenses, net 1,076 ( 4 ) 1,072 Operating loss ( 156 ) 4 ( 152 ) Loss before income taxes ( 149 ) 4 ( 145 ) Income tax benefit 20 ( 1 ) 19 Net loss $ ( 129 ) $ 3 $ ( 126 ) Loss per Share Basic $ ( 0.94 ) $ 0.02 $ ( 0.92 ) Diluted $ ( 0.94 ) $ 0.02 $ ( 0.92 ) The consolidated statements of comprehensive income (loss) and the consolidated statements of shareholders' deficit were also revised to reflect the net income (loss) noted above for the years ended December 31, 2024 and 2023. 131 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Consolidated Statements of Cash Flows As reported Adjustment Revised December 31, 2024 Net income $ 2 $ 5 $ 7 Deferred income taxes 6 1 7 Change in operating assets and liabilities: Inventories ( 45 ) 2 ( 43 ) Other current and noncurrent assets 378 ( 1 ) 377 Other current and noncurrent liabilities 14 ( 6 ) 8 Net cash provided by operating activities $ 36 $ — $ 36 December 31, 2023 Net loss $ ( 129 ) $ 3 $ ( 126 ) Deferred income taxes ( 65 ) 1 ( 64 ) Change in operating assets and liabilities: Inventories ( 15 ) 9 ( 6 ) Other current and noncurrent assets ( 410 ) ( 9 ) ( 418 ) Other current and noncurrent liabilities 114 ( 4 ) 110 Net cash used in operating activities $ ( 300 ) $ — $ ( 300 ) 132 Indivior PLC Notes to the Consolidated Financial Statements (In millions) Revisions to unaudited selected quarterly financial data presented in our Annual Report on Form 10-K for the year ended December 31, 2024 are summarized as follows: As reported Adjustment Revised Three months ended March 31, 2024 Selling, general and administrative expenses $ 145 $ ( 2 ) $ 143 Total operating expenses, net 172 ( 2 ) 171 Operating income 73 2 75 Income before income taxes 71 2 73 Income tax expense ( 11 ) — ( 11 ) Net income $ 60 $ 1 $ 61 Three months ended June 30, 2024 Selling, general and administrative expenses $ 153 $ ( 2 ) $ 152 Total operating expenses, net 340 ( 2 ) 338 Operating loss ( 119 ) 2 ( 118 ) Loss before income taxes ( 122 ) 2 ( 121 ) Income tax benefit 24 — 23 Net loss $ ( 98 ) $ 1 $ ( 97 ) Three months ended September 30, 2024 Selling, general and administrative expenses $ 144 $ ( 2 ) $ 142 Total operating expenses, net 207 ( 2 ) 206 Operating income 34 2 35 Income before income taxes 28 2 30 Income tax expense ( 8 ) — ( 8 ) Net income $ 21 $ 1 $ 22 Three months ended December 31, 2024 Selling, general and administrative expenses $ 177 $ ( 2 ) $ 175 Total operating expenses, net 206 ( 2 ) 205 Operating income 44 2 46 Income before income taxes 36 2 38 Income tax expense ( 16 ) — ( 17 ) Net income $ 20 $ 1 $ 21 133 Indivior PLC Notes to the Consolidated Financial Statements (In millions) 20. Subsequent Events In January 2026, Indivior Pharmaceuticals, Inc., a corporation formed in Delaware in October 2025, became the ultimate parent company of Indivior PLC and its subsidiaries pursuant to a court-approved scheme of arrangement under Part 26 of the U.K. Companies Act 2006. Pursuant to the Scheme of Arrangement, each ordinary share in the capital of Indivior PLC was cancelled in exchange for one share of common stock, par value $ 0.001 per share, of Indivior Pharmaceuticals, Inc. After the close of market trading on January 23, 2026, the Scheme of Arrangement became effective and binding on all shareholders of Indivior PLC and Indivior PLC became a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., thereby completing the U.S. Domestication. The issuance of common stock of Indivior Pharmaceuticals, Inc. pursuant to the Scheme of Arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended. Indivior Pharmaceuticals, Inc. is the successor issuer to Indivior PLC pursuant to Rule 12g-3(a) under the Exchange Act, and Indivior Pharmaceuticals, Inc.'s common stock is therefore deemed to be registered under Section 12(b) of the Exchange Act. Indivior PLC’s ordinary shares ceased trading prior to the open of trading on January 26, 2026, and Indivior Pharmaceuticals, Inc.'s common stock began trading on Nasdaq at the start of trading on January 26, 2026 under the symbol “INDV,” which is the same symbol under which Indivior PLC ordinary shares previously traded. 134 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Indivior Pharmaceuticals, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15. a) 1., and schedule of condensed financial information of Indivior PLC as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 appearing under Item 15, of Indivior PLC and its subsidiaries (the "Company") (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of 135 records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Medicaid Rebate Accruals As described in Note 2 to the consolidated financial statements, the Company records accruals for rebates for governmental programs as a reduction of sales when the product is sold into the distribution channel. For all eligible units purchased under the Medicaid Drug Rebate Program in the U.S. (“Medicaid”), the Company pays rebates based on the Company’s average manufacturer prices and applicable supplemental agreements. Management estimates expected unit sales under Medicaid and adjusts its rebate accrual based on actual utilization, rebate rates and changes in trends in Medicaid utilization. These rebates are estimated using contracted rates, historical and estimated payer mix, historical utilization trends and payment processing time lag. Additionally, in developing estimates, management considers statutory rebate requirements, estimated patient mix, known market events or trends, channel inventory data obtained from third parties and other pertinent internal or external information. As of December 31, 2025, the Company’s accrued rebates and product returns balance was $582 million, of which a majority relates to Medicaid. The principal considerations for our determination that performing procedures relating to the Medicaid rebate accruals is a critical audit matter are (i) the significant judgment by management when developing the estimate of the Medicaid rebate accruals and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to expected unit sales under Medicaid and the actual unit, per unit rebate amounts and changes in trends in Medicaid utilization. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to Medicaid rebate accruals. These procedures also included, among others (i) developing an independent estimate of the Medicaid rebate accruals by utilizing third-party data related to product demand and price changes, the terms of the specific rebate programs, the historical trend of actual rebate claims paid, and known market events; (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate; and (iii) testing, on a sample basis, rebate claims paid by the Company. 136 /s/ PricewaterhouseCoopers LLP Richmond, Virginia February 26, 2026 We have served as the Company’s auditor since 2022. 137 Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Indivior’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; • provide reasonable assurance that receipts and expenditures are being made only in accordance with the authorizations of management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Consolidated Financial Statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2025. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management determined that, as of December 31, 2025, the Company maintained effective internal control over financial reporting. PricewaterhouseCoopers LLP, an independent registered public accounting firm, who audited the Consolidated Financial Statements of the Company included in this report, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as stated in their report which appears herein. 138 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.