Form 8-K

8-K — Indivior Pharmaceuticals, Inc.

Accession: 0001625297-26-000021

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001625297

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — indv-20260504.htm (Primary)

EX-99.1 (ex991asrpressreleasemay420.htm)

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8-K

8-K (Primary)

Filename: indv-20260504.htm · Sequence: 1

indv-20260504

0001625297FALSE00016252972026-05-042026-05-0400016252972026-03-032026-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-37835 41-2520873

(State or other jurisdiction of incorporation)

(Commission File Number) (IRS Employer Identification No.)

10710 Midlothian Turnpike, Suite 125

North Chesterfield, VA

23235

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 804-379-1090

not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share INDV The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 7.01 Regulation FD Disclosure.

On May 4, 2026, Indivior Pharmaceuticals, Inc. (the "Company") issued the press release described in Item 8.01, below. The press release is furnished as 99.1 to this Current Report on Form 8-K.

Item 8.01 Other.

On May 4, 2026 the Company issued a press release announcing that it had entered into an accelerated share repurchase agreement (the “ASR Agreement”) with an investment bank counterparty (the “Counterparty Bank”) to repurchase $175.0 million (the “Prepayment Amount”) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as part of the Company’s previously announced $400 million share repurchase program (the “Share Repurchase Program”). The full text of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

Pursuant to the terms of the ASR Agreement, the Company paid the Prepayment Amount to the Counterparty Bank and received an initial delivery of 3,717,473 shares. The exact total number of shares to be repurchased under the ASR Agreement generally will be based on the average of the daily volume-weighted average prices of the shares during the term of the ASR transaction, less a discount, pursuant to the terms and conditions of the ASR Agreement. Upon final settlement of the ASR transaction, the Company may be entitled to receive additional shares from the Counterparty Bank or, under certain circumstances, the Company may be required to deliver shares or, at the Company’s option, make a cash payment to the Counterparty Bank. Transactions under the ASR Agreement are expected to be completed by June 22, 2026.

Item 9.01 Financial Statements and Exhibits.Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release dated May 4, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Indivior Pharmaceuticals, Inc.

Date: May 4, 2026

By: /s/ Ryan Preblick

Name: Ryan Preblick

Title: Chief Financial Officer

EX-99.1

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Document

Exhibit 99.1

Indivior Announces $175 Million Accelerated Share Repurchase

RICHMOND, Va., May 4, 2026 – Indivior Pharmaceuticals, Inc. (Nasdaq: INDV), today announced that it has entered into a $175 million accelerated share repurchase agreement (the “ASR”) with Barclays Bank PLC. The ASR will be executed under Indivior’s existing $400 million share repurchase program previously authorized by the Company’s Board of Directors. The ASR reflects the Company’s confidence in its long-term strategy, cash flow generation, and commitment to disciplined capital allocation.

Under the ASR agreement, Indivior will make an upfront payment of $175 million to Barclays and expects to receive an initial delivery of 3,717,473 shares promptly following execution. The final number of shares repurchased will be determined based on the volume weighted average price of Indivior’s common stock during the term of the ASR, less a discount. Final settlement is expected to occur no later than the end of June, 2026. Indivior does not expect the ASR to impact its previously issued financial guidance.

The remaining $100 million under the share repurchase authorization may be used for additional repurchases from time to time, subject to market conditions and other factors. Repurchases may be made through open market transactions, privately negotiated transactions, or other methods permitted under applicable law.

About Indivior

As the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized the science of addiction medicine — developing treatments that help people move toward long-term recovery with independence and dignity. Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions, and communities, we are powering recovery and renewing hope. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/Indivior.

Important Cautionary Statement Regarding Forward-Looking Statements

This announcement contains certain statements that are forward-looking. Forward-looking statements include, among other things, statements regarding expected share repurchases, our long-term strategy, cash flow generation, commitment to disciplined capital allocation, and other statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," “strategy,” “target,” “guidance,” “outlook,” “potential,” "project," "priority," "may," "will," "should," "would," "could," "can," the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future. Actual results may differ materially from those expressed or implied in these

forward-looking statements due to a number of factors, including: cash available for share repurchases in the future, and the market price of our common stock in the future. For additional information about some of the risks and important factors that could affect our future results and financial condition, see "Risk Factors" in our Annual Report on Form 10-K filed February 26, 2026, and in our other filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date that they are made and should be regarded solely as our current plans, estimates and beliefs. Except as required by law, we do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.

For Further Information

Investors

Jason Thompson

VP, Investor Relations

+1 804 402 7123

jason.thompson@indivior.com

Media

Cassie France-Kelly

VP, Communications

+1 804 594 0836

Indiviormediacontacts@indivior.com

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May 04, 2026

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Entity Address, Address Line One

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