SEC Form DEF 14A filed by Indivior Pharmaceuticals Inc.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of 

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

Indivior Pharmaceuticals, Inc. 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Shareholders,

2025 was a transitional year for Indivior marked by the implementation and execution of the Indivior Action Agenda, a three-phased, multi-year operational roadmap intended to maximize the potential of our business and make a positive difference in the lives of people living with opioid use disorder (OUD) while creating value for our shareholders.

During the year, we made significant progress against the Indivior Action Agenda, including successfully completing Phase I – Generate Momentum – and also delivering against our financial commitments. We sharpened our focus on our highest growth opportunity, U.S. SUBLOCADE^®, established our “go-forward” operating model, and strengthened our financial profile, positioning us to enter Phase II – Accelerate – at the start of 2026.

Strong Performance in a Transition Year

Indivior delivered solid financial and operational results in 2025. Total net revenue increased 4% year-over-year to $1.24 billion, driven primarily by strong SUBLOCADE performance. SUBLOCADE net revenue grew 13% year-over-year to a record $856 million, driven by label enhancements, increased investments in marketing, and improved commercial execution.

The actions we took to simplify the organization and prioritize U.S. SUBLOCADE growth significantly improved our cash generation and profitability. We delivered GAAP net income of $210 million in 2025, a 30x increase from 2024. Adjusted EBITDA¹ increased 20% year-over-year to a record $428 million with EBITDA margin improvement of 500 basis points to 35%.

Importantly, we strengthened our financial profile by resolving the legacy DOJ matter, thereby eliminating a significant future liability. We ended the year with a strong balance sheet, net leverage of 0.7x, and capital deployment optionality to create long-term shareholder value.

U.S. SUBLOCADE: A Durable Growth Driver

U.S. SUBLOCADE is the cornerstone of Indivior’s growth strategy. It is the first and #1 prescribed long-acting injectable treatment for moderate to severe OUD and the only monthly long-acting injectable indicated for rapid initiation. To date, more than 500,000 people with OUD have been prescribed SUBLOCADE.

In 2025, we generated momentum for U.S. SUBLOCADE through label enhancements, increased marketing investments, and improved commercial execution. We delivered strong dispense unit growth, achieved significant growth in new patient starts, expanded the breadth and depth of the prescriber base, and stabilized SUBLOCADE’s category share of long-acting injectables and new patient share in the U.S. in the mid-70% range. We also launched our new direct to consumer (DTC) campaign, “Move Forward in Recovery,” which is designed to emotionally and authentically engage people living with OUD and drive awareness of SUBLOCADE as a treatment option. We believe the fundamentals for SUBLOCADE are strong, and the brand is poised to accelerate in 2026.

¹ Adjusted EBITDA is a financial measure not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) that represents GAAP net income adjusted to exclude interest expense, interest income, income tax expense or benefit, depreciation and amortization, as well as share-based compensation and other adjustments reflecting changes in our business that do not represent ongoing operations. A reconciliation to the most directly comparable GAAP measure is available in the Annex that appears at the end of this proxy statement.

We believe long-acting injectables remain underutilized, representing a significant opportunity. We expect laser focus on improving commercial execution, sustained investments in patient education and activation, and efforts to advance state and federal policies that support greater treatment access will drive the acceleration of SUBLOCADE and growth of the long-acting injectable category.

A Simplified, Focused Operating Model

A critical accomplishment in 2025 was the simplification of our organization. We took decisive actions to streamline our cost structure, prioritize resources, and establish a clear “go forward” operating model. This discipline translated into stronger margins and improved cash flow.

Entering Phase II: Accelerate

We entered Phase II – Accelerate – on January 1, 2026. We expect to accelerate SUBLOCADE dispense unit growth and net revenue throughout 2026 and immediately grow adjusted EBITDA and cash flow at a faster rate. Our increased cash flow and strong financial position will enable us to strategically deploy capital to create value for our shareholders.

Our confidence in the business is reinforced by the authorization of a $400 million share repurchase program announced earlier this year. Our capital deployment priorities are threefold: manage our debt, opportunistically deploy our $400 million share repurchase program, and evaluate potential business development opportunities to acquire the next commercial stage growth drivers as we earn our way to Phase III of the Indivior Action Agenda – Breakout.

Purpose and Performance

I am encouraged by the progress we made against the Indivior Action Agenda in 2025. I want to thank our employees for their dedication, resilience, and focus during a year of significant transition and growth. Their efforts resulted in the successful completion of Phase I – Generate Momentum – and enabled us to enter Phase II – Accelerate – in a position of strength.

I also want to thank our shareholders for your continued trust and support. The actions we took in 2025 reinforced our foundation, improved our financial profile, and generated a clearer path to sustained value creation.

In 2026, we are focused on executing on Phase II – Accelerate – to create long-term value for our shareholders as we work towards becoming a leading, diversified specialty pharmaceutical company committed to making a positive difference in the lives of people through the commercialization of differentiated medicines.

Sincerely,

Joe Ciaffoni 

Chief Executive Officer

10710 Midlothian Turnpike, Suite 125 ● North Chesterfield, VA 23235 ● indivior.com ● (804) 379-1090

Notice of 2026 Annual Meeting of Shareholders of Indivior Pharmaceuticals, Inc.

	When			Where			Record Date
Wednesday May 13, 2026 10:00 a.m. Eastern Time			www.virtualshareholder meeting.com/INDV2026			Only shareholders of record at the close of business on March 18, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment thereof.

How to Vote

YOUR VOTE IS IMPORTANT. Even if you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Have your proxy card or voting instruction form with your control number and follow the instructions.

You can find more information, including with respect to each proposal, in the attached proxy statement. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/INDV2026, where you will be able to listen to the Annual Meeting live, submit questions, and vote. The list of shareholders entitled to vote at the Annual Meeting will be available for examination at the Annual Meeting by shareholders for any purpose germane to the Annual Meeting, or upon request, 10 days prior to the Annual Meeting at our principal executive office, 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235. Please read the enclosed information carefully before submitting your proxy.

By Order of the Board of Directors, 

Alice Givens 

Company Secretary 

North Chesterfield, Virginia 

March 27, 2026

Important Cautionary Note Regarding Forward-Looking Statements:

This proxy statement contains certain statements that are forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, among other things, express and implied statements regarding: our financial guidance including with respect to net revenue, SUBLOCADE net revenue, and Adjusted EBITDA; expected annual operating expenses; 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.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and only express management’s beliefs regarding future results or events which, by their nature, are inherently uncertain and outside of management’s control or prediction. Actual results may differ materially from those expressed or implied in these forward-looking statements due to a number of factors, including: lower than expected future sales of our products; greater than expected impacts from competition; regulatory or legal matters; unanticipated costs including the effects of potential tariffs and potential retaliatory tariffs; whether we are able to identify efficiencies and fund additional investments that we expect to generate increased revenues, and the timing of such actions. For additional information about some of the risks and important factors that could affect our future results and financial condition, see “Important Cautionary Note Regarding Forward-looking Statements” and "Risk Factors" in Indivior's Annual Report on Form 10-K filed February 26, 2026, and our other filings with the U.S. Securities and Exchange Commission.

We have based the forward-looking statements in this report on our current expectations and beliefs concerning future events. Forward-looking statements contained in this report speak only as of the day they are made and, except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether due to new information, or to reflect events or developments that occur after the date the statement was made.

TABLE OF CONTENTS

2026 PROXY STATEMENT SUMMARY

This proxy statement is furnished to shareholders of Indivior Pharmaceuticals, Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”). In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Indivior,” the “Company,” “our,” “we” or “us” refers to Indivior Pharmaceuticals, Inc. and its subsidiaries, including its predecessor Indivior PLC. The Notice will first be mailed to shareholders on or about March 27, 2026. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

About Indivior

Our Purpose, Mission, and Vision

The purpose of our business is to transform the lives of millions of people who suffer from opioid use disorder (“OUD”) through advocacy, innovation, and evidence-based treatments. By addressing the stigma around addiction and through shaping access to treatments and building an infrastructure of advocacy, we help people receive the support they need, when they need it.

To fulfill our vision of long-term recovery for every person living with OUD, we foster a thriving workplace, support the communities where we operate, and remain mindful of our impact on the planet. By maintaining strong governance and high ethical standards across our operations, including our global supply chain, we demonstrate a commitment to responsible business practices. We follow through on this by being transparent about our enterprise risk management, operations, and supply chain with comprehensive and accurate information.

2025 Business Highlights

Corporate Governance Highlights 

During fiscal year 2025 (“FY25”), we were incorporated under the laws of England and Wales. Effective January 26, 2026, we completed our re-domiciliation from the U.K. to the U.S., and we are now incorporated as Indivior Pharmaceuticals, Inc., a Delaware corporation.

In anticipation of our domicile change, we took actions during 2025 to bring our approach to corporate governance, director compensation, and executive compensation in line with U.S. market practices for U.S.-listed companies of a similar size and profile.

The Board and management are committed to the highest standards of corporate governance. The table below highlights our corporate governance practices:

Executive Compensation Highlights

Our executive compensation program is designed to closely align pay with performance, reinforce long-term value creation, and support the successful execution of our strategic priorities following our re-domiciliation to the United States. The compensation committee emphasizes a pay-for-performance philosophy, with a significant portion of each named executive officer’s total compensation tied to the achievement of clearly defined financial, operational, shareholder return and market-based objectives.

Key features of our program include a balanced mix of fixed and at-risk compensation, with long-term equity incentives representing the largest component of total compensation for senior executives. Equity awards are structured to promote sustained share price appreciation, executive retention and alignment with shareholder interests through performance-based vesting and multi-year measurement periods.

The compensation committee exercises active oversight and informed judgment, considering Company performance, individual contributions, peer and market data, and evolving U.S. governance and compensation practices. The compensation committee is supported by an independent compensation consultant and maintains robust risk-mitigation features, including stock ownership guidelines, anti-hedging and anti-pledging policies, and a clawback policy applicable to incentive compensation.

Board of Directors Overview 

					Indivior Board Committees
	Age	Director Since	Independent(1)	Total Current Other Public Company Boards	Audit(2)	Compensation	Compliance & Ethics(3)	Nominating & Corporate Governance(4)	Science
Dr. David Wheadon Independent Chair	68	2024	✓	2
Joe Ciaffoni Chief Executive Officer	55	2024
Dr. Keith Humphreys	59	2023	✓
Tony Kingsley	62	2025	✓
Daniel Ninivaggi	61	2025	✓	1
Barbara Ryan	66	2022	✓	3
Mark Stejbach	62	2021	✓
Juliet Thompson(5)	59	2021	✓	2
Meetings in 2025			Board: 15		6	7	3	9	3

(1)    Based on Nasdaq criteria. (2)    Formerly the Audit & Risk Committee. (3)    Formerly the Compliance, Ethics & Sustainability Committee. (4)    Formerly the Nomination Committee. (5)    Audit Committee Financial Expert based on SEC criteria.	LEGEND
		Committee Chair			Committee Member

Board Independence, Tenure and Age as of the Record Date

	7 of 8 board members are independent

Board Skills and Experience Matrix

Our Board is comprised of highly qualified leaders in their respective fields, and as a group possesses a deep and broad set of skills, contributions, backgrounds, perspectives, and experiences that facilitate strong oversight and strategic direction for a pioneering pharmaceutical company. Our Board and the Nominating & Corporate Governance Committee believe the skills, contributions, backgrounds, and experiences of our directors provide us not only with a wide range, but also the appropriate mix of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

The following chart summarizes the competencies and background of each director nominee. The details of each nominee’s competencies are included in each nominee’s biography. The absence of a check mark below does not necessarily mean the director does not possess that skill or experience, instead these are the skills and experiences most considered by the Nominating & Governance Committee and the Board in making nomination decisions and as part of the board succession planning process.

General Information About the Meeting

On or about March 27, 2026, we will begin mailing the Notice to all shareholders of record on our books as of the close of business on March 18, 2026, the record date for the Annual Meeting. Copies of this proxy statement, the form of proxy card, and the 2025 Form 10-K are available without charge at www.proxyvote.com, by telephone at 800.579.1639, by email to [email protected], or by notifying our Company Secretary, in writing, at Indivior Pharmaceuticals, Inc., 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235.

We have filed the 2025 Form 10-K with the SEC, and it is available free of charge on the SEC’s website at www.sec.gov and on our website at https://ir.indivior.com/financial-information/filings/sec-filings.

Shareholders Entitled to Vote

All shareholders of record of our common stock at the close of business on March 18, 2026 (the “Record Date”), are entitled to receive notice of and to vote their shares at the Annual Meeting. As of the Record Date, 121,922,058 shares of our common stock were outstanding. Each share is entitled to one vote on each matter properly brought to the Annual Meeting.

Voting Methods

There are several ways for you to vote depending on how you hold your shares.

Shareholders of Record

If you are a shareholder of record, there are several ways for you to vote your shares.

By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form. Votes submitted through www.proxyvote.com must be received by 11:59 p.m. Eastern Time on May 12, 2026.

By Telephone. You may vote using a touch-tone telephone by calling 800.690.6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on May 12, 2026.

By Mail. If you received printed proxy materials, you may submit your vote by completing, signing, and dating each proxy card or voting instruction form received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card or voting instruction form. Proxy cards or voting instruction forms submitted by mail must be received no later than May 12, 2026, to be voted at the Annual Meeting.

During the Annual Meeting. You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/INDV2026. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or voting instruction form to be able to vote during the Annual Meeting.

If you vote via the Internet or by telephone before the Annual Meeting, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card or voting instruction form. If you vote via the Internet or by telephone before the Annual Meeting, do not return your proxy card.

Beneficial Owners

If your shares are held in a brokerage account in your broker’s name, then you are the beneficial owner of shares held in “street name.” If you are a beneficial owner of your shares, you should have received a Notice of Internet Availability of Proxy Materials or voting instructions from the bank, broker, or other nominee holding your shares. You can enter the meeting with your 16-digit control number shown on the voting instructions or notice. You should contact your bank, broker or other nominee (preferably at least five days before the Annual Meeting) to obtain your 16-digit control number in order to attend, participate in, or vote at the Annual Meeting.

If you hold U.K. Depositary Interests or are a participant in the Indivior Corporate Sponsored Nominee facility, then your interests in shares are also held in “street name.” You should have received voting instructions from Computershare U.K. You can enter the meeting with your 16-digit control number shown on the voting instructions or notice.

How Your Shares Will be Voted

In each case, your shares will be voted as you instruct. If you return a signed card but do not provide voting instructions, your shares will be voted “FOR” each of the director nominees, for “one year” as the preferred frequency in Proposal 3, and “FOR” each of the other proposals.

If you are the record holder of your shares, you may revoke or change your vote any time before the proxy is exercised. To do so, you must do one of the following:

If your shares are held by your broker, bank or other holder of record as a nominee or agent (i.e., the shares are held in “street name”), you should follow the instructions provided by your broker, bank or other holder of record.

Deadline for Voting

The deadline for voting by telephone or Internet, other than by virtually attending the Annual Meeting, is 11:59 p.m. Eastern Time on May 12, 2026. If you are a registered shareholder and virtually attend the Annual Meeting, you may deliver your vote online during the Annual Meeting. “Street name” shareholders who wish to vote at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares.

Broker Voting and Votes Required for Each Proposal

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record of those shares. As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the materials made available or by following their instructions for voting on the Internet.

A broker non-vote occurs when a broker or other nominee that holds shares for a beneficial owner does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares. The following table summarizes the voting matters, votes required, how broker non-votes and abstentions are treated with respect to our proposals, and our expectations regarding broker discretionary voting authority:

*For Proposal 3, if no frequency receives the foregoing vote, then we will consider the frequency that receives the highest number of affirmative votes cast to be the frequency recommended by shareholders.

Quorum

The holders of a majority of the 121,922,058 shares of common stock outstanding as of the Record Date, either present in person or represented by proxy, constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum is not present by attendance or represented by proxy at the Annual Meeting, the shareholders present by attendance at the meeting or by proxy may adjourn the Annual Meeting until a quorum is present.

Participating in the Annual Meeting

Our Annual Meeting will be a completely virtual meeting conducted via live webcast. There will be no physical meeting location. We have adopted a virtual format for the Annual Meeting to make participation accessible for shareholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all shareholders regardless of their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/INDV2026. You will need to enter the 16-digit control number included on your Notice or proxy card. The meeting will begin promptly at 10:00 a.m. ET on May 13, 2026. We encourage you to access the meeting prior to the start time and leave ample time for the check-in.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in prior to the start of the meeting.

This year’s shareholders question and answer session will include questions submitted live during the Annual Meeting. Questions may be submitted during the meeting through www.virtualshareholdermeeting.com/INDV2026.

If you are a registered holder and wish to vote during the Annual Meeting, you will need the 16-digit control number provided on your proxy card. If your shares are held by your broker, bank, or other holder of record as a nominee or agent (i.e. the shares are held in "street name"), you should follow the instructions provided by your broker, bank, or other holder of record.

Proxy Solicitation Costs

We pay the cost of soliciting proxies. We have retained Saratoga Proxy Consulting, LLC to assist us in soliciting proxies, for which we will pay a fee of approximately $10,000 plus out-of-pocket expenses. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We will furnish copies of solicitation material to such brokerage firms and other representatives. Proxies may also be solicited on behalf of the Board by mail, telephone, and other electronic means or in person. Directors and employees will not be paid any additional compensation for soliciting proxies.

CORPORATE GOVERNANCE

Proposal 1 – Election of Directors

Our Board is committed to thoughtful board refreshment and ongoing succession planning. Our Board currently consists of eight members, with the following changes occurring in 2025. In January 2025, Dr. David Wheadon was appointed as Chair of the Board and Daniel Ninivaggi was appointed as an Independent Non-Executive Director. In March 2025, Robert Schriesheim stepped down as an Independent Non-Executive Director. Peter Bains and Jo LeCouilliard decided not to stand for re-election at the May 2025 Annual General Meeting. And in July 2025, Tony Kingsley was appointed as an Independent Non-Executive Director.

We are asking our shareholders to elect the eight director nominees listed below to each serve a one-year term extending until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified, unless they resign or are removed:

Our Board has nominated these eight individuals based on its carefully considered judgment that the skills, contributions, backgrounds, perspectives, and experiences of our nominees qualify them to serve on our Board. As described in detail below, our nominees have considerable professional and business expertise. We know of no reason why any nominee would be unable to accept nomination or election. All nominees have consented to being named in this proxy statement and to serve if elected. To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, are not considered votes cast under our bylaws and will have no effect on the results of this vote. For additional information please see also “Broker Voting and Votes Required for Each Proposal” on page 6. If any nominee is unable to serve on our Board, the stock represented by your proxy will be voted for the election of such other person as may be nominated by our Board or alternatively, the number of directors may be reduced accordingly by our Board.

The Board of Directors recommends a vote FOR each of the named nominees

Set forth below is biographical information for each nominee and a summary of the specific skills, contributions, background, and experiences which led our Board to conclude that each nominee should serve on the Board at this time.

The Board of Directors recommends a vote FOR each of the named nominees

Director Nomination Process

Identification and Evaluation of Nominees for Directors

Our Nominating & Corporate Governance Committee (“NCG Committee”) is responsible for identifying individuals qualified to become Board members consistent with the criteria approved by the Board and recommending such individuals to the Board. The Board’s policy is to encourage the selection of Directors who will contribute to the Company’s achievement of its overall corporate goals.

If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the NCG Committee will identify a new nominee that meets the criteria for membership on our Board. The NCG Committee may, in its sole discretion, solicit recommendations for nominees from persons the NCG Committee believes are likely to be familiar with qualified candidates. These persons may include members of our Board, including members of the NCG Committee, and our management team. The NCG Committee may, in its sole discretion, determine to engage a professional search firm to assist in identifying qualified candidates. If a search firm is engaged, the NCG Committee will set its fees and scope of engagement. The NCG Committee may, in its sole discretion, solicit the views of the Chief Executive Officer, other members of our senior management and other members of our Board regarding the qualifications and suitability of candidates to be nominated as directors. The NCG Committee may, in its sole discretion, designate one or more of its members (or the entire NCG Committee) or other members of our Board to interview any proposed candidate. Based on all available information and relevant considerations, the NCG Committee will select a candidate who, in the view of the NCG Committee, is most suited for membership on our Board. The NCG Committee has utilized professional search firms to identify candidates to serve on our Board, including, most recently, the identification of Tony Kingsley, who was appointed to our Board in July 2025.

Shareholders wishing to suggest a candidate for director must write to our Company Secretary in accordance with our procedures detailed in the section entitled “Shareholder Communications with Our Board” on page 19 and should follow the provisions in our Bylaws regarding advance notice of shareholder nominations and proposals.

Shareholder nominations should be made according to the procedures detailed in the section entitled “Shareholder Proposals and Director Nominations for 2027 Annual Meeting of Shareholders” on page 58. Such submissions must state (i) the nominee’s name, age, business address and residential address, (ii) a complete biography and statement of such person’s qualifications, (iii) the Specified Information (as defined in the Bylaws) for each nominee and any member of the immediate family of such nominee, Affiliate or Associate (each as defined in the Bylaws); (iv) a description of any agreement, arrangement or understanding of the type described in the Bylaws, as it relates to each such nominee; (v) a complete signed written questionnaire, representation and agreement to serve as a director if elected and to abide by all policies of the Board.

Director Qualifications

The criteria to be considered in selecting Director nominees shall reflect, at a minimum, any requirements of applicable law and Nasdaq listing standards. Candidates recommended by the NCG Committee and appointed or nominated for election or re-election to the Board should:

The Board and the NCG Committee will also consider whether candidates’ backgrounds, skills, experience and other qualifications would complement those of other members of the Board and may also consider other factors as needs change based on the Company’s strategic priorities. Our directors’ performance and qualification criteria are reviewed periodically by the NCG Committee.

In evaluating director nominees, the NCG Committee will consider, among other things, the following factors:

The NCG Committee’s goal is to assemble a Board that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the NCG Committee is of the view that the composition of our Board should reflect a mix of skills and expertise that are appropriate for our Company given our circumstances and that, collectively, enables our Board to perform its oversight function effectively. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

Majority Vote Director Resignation Policy

Our Board has adopted majority voting in uncontested elections of Directors and plurality voting in contested elections. In uncontested elections, Directors are elected by a majority of the votes cast, which means that the number of shares voted “FOR” a Director must exceed the number of shares voted “AGAINST” that Director. In an uncontested election, any Director who is not elected by a majority of the votes cast shall tender his or her resignation from the Board. The NCG Committee shall make a recommendation to the Board as to whether to accept or reject any tendered resignation, or whether other action should be taken. The Board shall act on the tendered resignation, taking into account the NCG Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results.

Director Independence

Nasdaq Listing Rules require a majority of a listed company’s board of directors to be comprised of independent directors. Nasdaq Listing Rules also require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board undertook a review of the composition of our Board and its committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has determined that each of our directors and director nominees, with the exception of Mr. Ciaffoni, is currently an “independent director” as defined under the Nasdaq Listing Rules. In making the independence determinations set forth above, our Board considered the relationships that each such non-employee director and nominee has with our Company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director and nominee. There are no family relationships among any of our directors, nominees or executive officers.

Executive Sessions of Independent Directors

As provided in our Corporate Governance Guidelines, the Board holds executive sessions of its independent directors on a regularly scheduled basis. Dr. Wheadon, our independent Chair, currently presides over executive sessions. Each committee also holds executive sessions on a regular basis, where the committee chair presides.

Annual Board and Committee Self-Evaluation

Our Board conducts an annual director self-evaluation and committee assessment process designed to enhance overall Board performance and effectiveness. This annual assessment provides each director with an opportunity to reflect on Board and committee processes, including effectiveness of Board meetings, knowledge of the Board and information provided, independence and conflicts of interest, Board oversight and collaboration with management, controls and compliance, and structure and performance of committees.

The assessment is facilitated by outside counsel and the results are reviewed by the Board, which uses the findings to guide enhancements to governance practices, committee structure and Board processes for the following year. This commitment to regular evaluation supports a culture of continuous improvement and reinforces the Board’s focus on governance.

Board Leadership Structure and Role in Risk Oversight

Leadership Structure

Joe Ciaffoni was appointed as an Independent Non-Executive Director in December 2024. He thereafter succeeded Mark Crossley as Chief Executive Officer in May 2025. Dr. David Wheadon has served as Chair of the Board since January 2025. Our Board believes that the separation of the positions of Chief Executive Officer and Chair of the Board reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board as a whole. Though it does not have current plans to do so, our Board may combine the roles of Chief Executive Officer and Chair of the Board in the future if it believes that would be in the best interest of the Company and its shareholders.

Our Chair presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the chair of the board of directors of a company. Dr. Wheadon has provided valuable insight to our Board and brings meaningful perspective to the role.

Risk Management

The Board oversees risk management at the Company which involves the responsibility for understanding the key risks associated with the Company’s business and overseeing the key risk decisions of management, which include certain considerations such as the appropriate balance between risks and rewards. The Board executes its risk management oversight responsibility directly and through its committees, which regularly report back to the Board. For information on specific areas of risk oversight, each committee has a charter describing its specific responsibilities which can be found on the Company’s website at https://ir.indivior.com/corporate-governance/committees. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale or other disposition of the Company’s securities by directors, officers, and employees. We believe that this Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards applicable to the Company. Among other things, the Insider Trading Policy prohibits trading in the Company’s securities if a director, officer or employee of the Company is aware of material, non-public information (except for transactions pursuant to a written plan that has been adopted in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934 and pre-cleared with the Company).

Our Insider Trading Policy also prohibits directors and officers of the Company from engaging in short sales and buying or selling options or other derivative securities of the Company. In addition, the policy prevents directors and executive officers from holding Company securities in a margin account, hedging or pledging Company securities or otherwise engaging in transactions that are designed to or have the effect of offsetting any decrease in the market value of the Company’s equity securities. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Board Committees

Our Board has established five standing committees to support it in fulfilling its oversight responsibilities: an Audit Committee; Compensation Committee; Compliance & Ethics Committee; Nominating & Corporate Governance Committee; and Science Committee. Each committee operates under a Board-approved charter which is annually reviewed by each committee and can be found at https://ir.indivior.com/corporate-governance/committees. The information contained in, or that can be accessed through, our website is not part of this proxy statement.

The Chair of each committee reports on the activities of the committee at the following Board meeting. Copies of all materials and the minutes of meetings of the committees are available to all Directors. The high-level oversight responsibilities and membership for each of the Board’s five standing committees is as follows:

Compensation Committee Interlocks and Insider Participation

During the 2025 fiscal year, the members of our compensation committee were Peter Bains, Jo LeCouilliard, Tony Kingsley, Daniel Ninivaggi, Barbara Ryan, and Dr. David Wheadon. Mr. Bains and Ms. LeCouilliard left the board in May 2025, and Mr. Ninivaggi and Mr. Kingsley were appointed to the compensation committee in May 2025 and July 2025, respectively. No member of our compensation committee is or has ever been an executive officer or employee of ours. In addition, none of our executive officers currently serves, or has served during the last completed year, on the board of directors, compensation committee or other committee serving an equivalent function, of any other entity that has, or had at the time of such executive officer’s service, one or more officers serving as a member of our Board or compensation committee.

Board Meeting Attendance

During the year ended December 31, 2025, our Board held a total of fifteen meetings. Each of our directors attended at least 75% of the aggregate number of meetings of our Board and meetings of any committee of which they were a member, which were held during the time in which they were a director or a committee member, as applicable.

Code of Conduct for Employees, Executive Officers and Directors

Our Board has adopted a Code of Conduct applicable to all of our employees, executive officers and directors. In addition, the Board has adopted a Code of Ethics for Senior Financial Officers. Both documents are available on our website at https://ir.indivior.com/corporate-governance/overview. The Board (in the case of a violation by a director or executive officer) and the Chief Legal Officer (in the case of a violation by any other person) in consultation with the Chief Integrity & Compliance Officer may, in its discretion, waive any violation of the Code of Conduct. The Board may, in its discretion, waive any violation of the Code of Ethics for Senior Financial Officers. If the Company makes any changes in, or provides waivers from, the provisions of either code that the SEC requires it to disclose, the Company intends to disclose these events in the “Corporate Governance” section of its website.

Director Attendance at Annual Meetings

Our Board has a policy of encouraging director attendance at our annual meetings of shareholders, but attendance is not mandatory. Our Board and management team encourage all our directors to attend the Annual Meeting. All our directors attended the 2025 Annual General Meeting in May 2025.

Shareholder Communications with our Board

Shareholders seeking to communicate with our Board must submit their written comments to our Company Secretary, Indivior Pharmaceuticals, Inc., 10710 Midlothian Turnpike, Suite 125, North Chesterfield, VA 23235. All communications received as set forth above will be opened by the Secretary for the sole purpose of determining whether the contents represent a message to the Company’s Directors. The Secretary will forward copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or its committees or that the Secretary otherwise determines requires the attention of any member or committee of the Board. The Secretary will not forward communications received that are unrelated to the responsibilities of the Board, including mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations, patently offensive or otherwise inappropriate material.

Compensation of Non-Employee Directors

During FY25, we were incorporated under the laws of England and Wales. In anticipation of redomiciling from the U.K. to the U.S., we had been working since 2024 to bring our approach to director compensation in line with U.S. market practices for U.S. listed companies of a similar size and profile. The largest differences between market practice in the two jurisdictions relate primarily to the amount of compensation and the U.S. practice of delivering a portion of non-employee director compensation in the form of equity.

The U.K. regulatory environment creates complexity around awarding equity grants to non-employee directors. These complexities include provisions of English law with respect to pre-emption rights and allotment of shares under the U.K. Companies Act. As a result, the non-employee directors were not eligible to participate in our equity incentive plans while we were a U.K. company.

As part of our transition to U.S. corporate governance and compensation practices, we implemented a program in FY25 to ensure that a meaningful amount of the fees paid to our non-employee directors were held in Company shares. To address the regulatory restrictions in the U.K. and achieve this objective, we established the Non-Employee Director Share Program (the “NED Share Program”). Effective following the Annual General Meeting on May 8, 2025, we restructured the non-employee director fees to mandate that a portion of the retainer would be invested in Company shares. For our five U.S. non-employee directors serving at that time, we entered into a Collective Purchase Plan between the Company, J.P. Morgan Securities LLC and each of the five U.S. non-employee directors. The funds for purchase of shares were deposited directly by the Company, on behalf of each director, into a brokerage account for the purchase of Company shares. Because Ms. Thompson is a U.K. resident, she was not eligible to participate in the Collective Purchase Plan, so she purchased the equivalent number of shares in the open market and the Company reimbursed her. Mr. Kingsley joined the Board following the establishment of the Collective Purchase Plan, so the Company provided Mr. Kingsley with funds to purchase the equivalent number of shares, and he purchased the shares in the open market.

FY25 Non-Employee Director Compensation Policy

The table below sets out the fees for the non-employee directors from January 1, 2025, to May 8, 2025:

The table below sets out the fees on an annualized basis for the non-employee directors from May 8, 2025, through our redomicile to the U.S. effective January 26, 2026. The increase in fee amounts reflects the implementation of the NED Share Program discussed above, as the fees below include cash fees that were paid to facilitate the purchase of Company shares pursuant to the NED Share Program:

2025 Non-Employee Director Compensation

The following table sets forth the compensation for our non-employee directors during FY2025. Mr. Ciaffoni, our Chief Executive Officer, is not included in this table. Information regarding Mr. Ciaffoni’s compensation is included in the Summary Compensation Table.

FY26 Non-Employee Director Compensation Policy

Our redomicile to the U.S. was effective in January 2026 and, as a result, we are now able to award stock to our non-employee directors through the 2026 Omnibus Equity Incentive Plan. In addition, the position of Lead Independent Director was discontinued because the Company has an independent Chair. Beginning on the effective date of the redomicile, the following fees are payable to the non-employee directors:

In addition to the annual equity award, each non-employee director serving on the Board as of the Company’s U.S. re-domiciliation in January 2026 received restricted stock units (“RSUs”) with respect to a number of shares with an aggregate fair value on the date of grant equal to $125,000, rounded down to the nearest whole share, except with respect to the Chair of the Board who received an award of RSUs with respect to a number of shares with an aggregate fair value on the date of grant equal to $200,000, rounded down to the nearest whole share (“Listing Awards”).

In addition to the foregoing annual compensation, each new non-employee director initially appointed to the Board other than at an annual meeting will receive RSUs of the Company with respect to a number of shares with an aggregate fair value on the date of grant equal to the Annual Awards described above prorated for the date such director joined the Board through the following annual meeting of shareholders (“Initial Awards”).

Our Environmental, Social and Governance Initiatives

Led by our guiding principles, we are working to transform the lives of the 4.8 million people in the U.S. diagnosed with OUD.

We are proud of our efforts to foster a thriving workplace, support the communities where we operate, and remain mindful of our impact on the planet:

EXECUTIVE OFFICERS

The following are biographical summaries of our executive officers and their ages as of the date of this proxy statement, except for Mr. Ciaffoni, whose biography is included under the heading “Proposal 1: Election of Directors” set forth above.

PROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY)

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are conducting a shareholder advisory vote on the compensation paid to our Named Executive Officers (“NEOs”). This proposal, commonly known as “say-on-pay,” gives our shareholders the opportunity to express their views on our NEOs’ compensation. The vote is advisory, and, therefore, it is not binding on the Board, the compensation committee, or the Company. Nevertheless, the compensation committee will take into account the outcome of the vote when considering future executive compensation decisions.

As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract, motivate and retain our NEOs who are critical to our success. Our Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our shareholders and our “pay-for-performance” philosophy. We encourage our shareholders to read the “Compensation Discussion and Analysis” section as well as the “Summary Compensation Table” table below and other related compensation tables and narrative disclosures, which describe our executive compensation philosophy, programs, and practices and the 2025 compensation of our NEOs.

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the Summary Compensation Table and the other related tables and disclosure.

We are asking our shareholders to indicate their support for the compensation of our NEOs as described herein. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our executive compensation philosophy, programs, and practices as described in this proxy statement.

The Board of Directors recommends a vote FOR Proposal 2

Compensation Discussion & Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program, philosophy, decisions and process for the compensation of our Named Executive Officers (“NEOs”) for fiscal year 2025 (“FY25”):

This CD&A is organized into six sections:

This discussion should be read together with the compensation tables and related disclosures that follow.

Executive Summary

Our Approach to Executive Compensation

During FY25, we initiated a process to redomicile the Company from the U.K. to the U.S., which we completed in January 2026. In anticipation of this redomicile, we have been working to bring our approach to executive compensation in line with U.S. market practices for U.S. listed companies of a similar size and profile. Some of the executive compensation reported in this proxy statement reflects prior U.K. remuneration practices.

We follow a pay-for-performance and market-competitive philosophy, intended to drive business results and maximize shareholder value. Compensation is therefore highly incentive-based and heavily weighted towards long-term awards to emphasize long-term performance.

Elements of Compensation

Indivior’s compensation for the NEOs generally consists of the following elements:

Compensation Governance Features

We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives:

CEO Transition Highlights

In February 2025, we announced a CEO transition plan pursuant to which, on May 8, 2025, Mr. Ciaffoni became CEO of the Company. Mr. Crossley, our CEO since June 2020, resigned from that role effective as of the same date and remains available during a consulting period for one year following his resignation as CEO. The Board approved certain compensation arrangements in connection with, and in support of, the CEO transition, the highlights of which are summarized below. In addition, shareholders approved these arrangements as part of the U.K. Remuneration Policy at the 2025 Annual General Meeting.

FY25 Outcomes

Under the new leadership of Mr. Ciaffoni, the Company generated strong positive momentum in FY25, which included growing U.S. SUBLOCADE^® net revenues, simplifying the organization and transforming the Company’s operating model. The Company generated record full-year total SUBLOCADE^® Net Revenue of $856 million, full-year GAAP Net Income of $210 million, and full-year Adjusted EBITDA² of $428 million. These outcomes led to a strong increase in shareholder value, as measured in the Company’s relative stock price performance in FY25 versus key indices:

As a result of this substantial increase in value, and consistent with our pay-for-performance philosophy, the payouts under our incentive plans for 2025 were substantially above target payout levels, given over-achievement against established performance targets.

Our Compensation Philosophy

Compensation Objectives and Structure

Our executive compensation program is designed to achieve:

We aim to be at the 50^th percentile of the market, with adjustments based on overall individual and Company performance and a focus on retention of key talent. Our executive compensation is highly incentive based and weighted toward long-term awards to emphasize long-term performance and support retention. Through a mixture of cash- and stock-based compensation elements, we seek to link the majority of each NEO’s target total direct compensation to performance incentives. The following charts illustrate the mix of components that make up FY25 target total annual direct compensation for our NEOs, excluding the special on-hire equity incentive awards granted to Mr. Ciaffoni upon becoming CEO, as described elsewhere in this proxy statement.

² Adjusted EBITDA is a financial measure not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) that represents GAAP net income adjusted to exclude interest expense, interest income, income tax expense or benefit, depreciation and amortization, as well as sharebased compensation and other adjustments reflecting changes in our business that do not represent ongoing operations. A reconciliation to the most directly comparable GAAP measure is available in the Annex that appears at the end of this proxy statement.

Our Compensation Process

Our compensation committee reviews and establishes, annually, the pay levels of each element of total compensation for our NEOs. Compensation decisions are based primarily on the following:

Role of the Compensation Committee

Our compensation committee, which consists of four independent directors, has primary responsibility for overseeing and administering the compensation program for our NEOs. In making executive compensation decisions, our compensation committee considers a variety of factors and data, most importantly our corporate performance and individual executives’ performance, and takes into account the totality of compensation that may be paid and compensation trends amongst our peer group. Our compensation committee retains the right to hire outside advisors as needed to assist it in reviewing and revising our executive compensation program.

The responsibilities of the compensation committee are set forth in detail in the “Corporate Governance” section in this proxy statement and in the compensation committee charter, which can be found on our website at https://ir.indivior.com/corporate-governance/committees. In particular, the compensation committee annually reviews the base salaries, cash incentives and equity compensation of our NEOs and periodically reviews other elements of our compensation program.

Role of the Independent Compensation Consultant

Our compensation committee believes that independent advice is critical in developing the Company’s executive compensation programs. The compensation committee was advised by Mercer, an independent compensation consultant, during the year ended December 31, 2025. Mercer provides guidance to the compensation committee on trends in executive and non-employee director compensation, the development of specific executive compensation programs and the composition of the Company’s compensation peer group. Mercer also engages in other matters as needed and as directed solely by our compensation committee.

The Company pays the cost for Mercer’s services. However, the compensation committee retains the sole authority to direct, terminate or engage Mercer’s services. Mercer and its affiliates provided other advisory services to us in 2025, but the fees for those services did not exceed $120,000 during the fiscal year ended December 31, 2025. Mercer reports directly to the compensation committee. Our compensation committee assesses its compensation consultants’ independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed that Mercer’s work or relationships did not raise any conflicts of interest.

Role of the Chief Executive Officer

Each year our Chief Executive Officer provides an assessment of the performance of each executive Officer, other than himself, for the prior year period and makes recommendations to our compensation committee about the compensation of each executive, which is ultimately approved by the Board.

Our compensation committee reviews and considers the Chief Executive Officer’s recommendations together with all the other information presented, including the input and recommendations of its compensation consultant, in determining the elements of compensation and target compensation levels for each NEO. Our compensation committee makes a recommendation to the Board with respect to Chief Executive Officer compensation, which is ultimately approved by the Board.

Peer Group Determination

Market practices are one of the considerations taken into account by our compensation committee when determining executive compensation levels and compensation program design. In evaluating market practices, we generally aim to be at the 50^th percentile of the market, with adjustments based on overall individual and Company performance and a focus on retention of key talent.

Our compensation committee uses a peer group to provide context for its executive compensation decision-making. Each year, the compensation committee’s independent compensation consultant reviews the external market landscape and evaluates the composition of our peer group for appropriateness.

At the time our 2025 peer group was selected in September 2024, our compensation committee asked Mercer to develop a potential list of U.S. peers in alignment with the Company’s plans to redomicile to the U.S. The methodology used included:

For each of the companies in our peer group, where available, we analyze the company’s Compensation Discussion and Analysis, Summary Compensation Table and other data publicly filed during the prior and current year to identify the executives at such companies whose positions are comparable to those held by our executive officers. We then compile and analyze the data for each comparable position. We may also supplement the data for our peer group with published compensation surveys, where appropriate.

The peer group for determining our 2025 compensation decisions consisted of the following companies:

For 2025, the compensation committee removed Hikma Pharmaceuticals PLC, Swedish Orphan Biovitrum AB (publ), Almirall, S.A., Laboratorios Farmaceuticos Rovi, S.A., Myriad Genetics, Inc., and Ironwood Pharmaceuticals based on being headquartered in Europe, revenue range, or business fit.

Compensation of Our NEOs in FY25

Base Salary

Historically, our compensation committee has reviewed the base salaries of our NEOs in the fourth quarter of each year, with increases effective January 1^st. For 2025, the base salaries of Mr. Preblick, Dr. Heidbreder, Mr. Burris and Mr. Simkin were determined in November 2024 and became effective January 1, 2025. The compensation committee reviewed the recommendation of Mr. Crossley with respect to these base salaries and determined that Mr. Preblick, Dr. Heidbreder and Mr. Simkin would receive increases of 3.5%, consistent with the wider workforce merit budget. Mr. Burris received a base salary increase of 13.6% in consideration of alignment with U.S. market practices. The compensation committee also determined that Mr. Crossley would receive a base salary increase of 3.5%, effective January 1, 2025, which was aligned with the average increase for the wider workforce.

The compensation committee set Mr. Ciaffoni’s base salary to align with his experience as a proven U.S. public company CEO with more than 30 years of experience in pharmaceuticals and biotech. Mr. Barry’s base salary was set in connection with his hiring as Chief Commercial Officer in June 2025. As a result, FY25 base salaries for the NEOs were as follows:

Going forward, the compensation committee intends to establish all elements of compensation, including base salary, at the regularly scheduled compensation committee meeting in February of each year, as part of a total direct compensation assessment process.

Annual Incentive Plan (“AIP”)

Our AIP provides for annual cash incentives which are based on revenue, profitability and strategic key performance indicators (“KPIs”). For FY25, the AIP was determined to be achieved at the maximum level based on the Company’s performance against these measures.

The specific FY25 AIP performance goals and achievement levels are illustrated below.

For FY25, the maximum performance levels were achieved with respect to Global SUBLOCADE^® net revenue and Adjusted Operating Profit. Each of the remaining strategic KPIs were also achieved.

³ Adjusted Operating Profit is a Non-GAAP financial measure. For the FY25 AIP, it was determined by taking the operating profit or loss determined under U.S. GAAP, adjusting for significant expenses that do not reflect the Company’s ongoing operations and adding back any in-process research and development expenses.

The KPIs that were achieved for FY25, which were each afforded 2 KPI points, included (i) completion of a multiple dose pharmacokinetics study related to INDV-6001, (ii) submission of materials to regulators and request for an end-of-Phase 2 regulatory meeting related to INDV-6001, (iii) completion of clinical proof-of-concept study related to INDV-2000, and (iv) development of chemistry, manufacturing and controls (“CMC”) to supply a Phase 3 program for INDV-2000.

For FY25, the AIP also included an ESG modifier which would result in a downward adjustment to the AIP if not achieved. The ESG modifier included the following metrics: (i) executing on all Real-World Evidence studies, (ii) completing 2025 peer-reviewed publications and conference presentations, (iii) maintaining compliance with all government agreements and continuing to promote a “Speak Up” culture demonstrated through Ethisphere survey results at or above benchmark standards, and (iv) implementing key initiatives that will lead to long-term Scope 1 and 2 carbon emissions reductions. All of the ESG metrics were determined to be achieved and therefore no downward adjustments were made to the AIP maximum payout.

In setting the year-long performance goals for the AIP, the compensation committee sought to incentivize growth through both top-line and bottom-line goals as well as strategic KPIs. The compensation committee believes that AIP target levels should reflect goals which are rigorous yet reasonable and which take into account market conditions and prior performance. Revenue targets for SUBLOCADE® were set higher than prior year performance to reflect the importance of driving this critical growth area. The target for Adjusted Operating Profit was set below the prior year performance level consistent with the FY25 budget, reflecting reduced levels of SUBOXONE Film revenue and structural changes made during 2024 to refocus the Company on Opioid Use Disorder (“OUD”) and discontinue research and development of categories outside of OUD. Adjusted Operating Profit for the FY25 AIP was determined by taking the operating profit or loss determined under U.S. GAAP, adjusting for significant expenses that do not reflect the Company’s ongoing operations and adding back any in-process research and development expenses.

At the outset of FY25, the AIP performance targets also included a goal related to OPVEE^® net revenue. In August 2025, the Company eliminated the sales force and operational structure for OPVEE^®. In addition, one of the strategic KPIs related to the Company’s SUBLOCADE^® pipeline was determined to be no longer necessary or appropriate given regulatory approval received which no longer necessitated further regulatory submissions. As a result, the compensation committee removed the performance goal related to OPVEE^® net revenue and reallocated the weighting of that goal toward the SUBLOCADE^® net revenue goal. In addition, for purposes of measuring achievement of the strategic KPIs, the SUBLOCADE^® pipeline KPI referenced above was determined to have been achieved. While the compensation committee generally does not intend to adjust performance targets during the course of the year, these adjustments were determined to be appropriate and aligned with pay-for-performance because the Company realized substantial cost savings by discontinuing the OPVEE^® sales force and would have incurred substantial unnecessary costs to pursue regulatory approvals which were ultimately determined to be unnecessary.

For the NEOs, the FY25 AIP targets, maximum amount and actual amounts paid to each NEO were as follows:

Long-Term Incentive Plan

Long-term incentive compensation incentivizes and rewards long-term Company performance, aligns executives’ interests with those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our executive compensation program forms the largest portion of our NEOs direct compensation. Our long-term incentive compensation is delivered in the form of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs), each granted under our equity incentive plan.

FY25 Award Grants

The compensation committee determined the FY25 awards in February 2025 and the grants were made in early March 2025. In setting the value of each long-term incentive award, the compensation committee considered U.S. market practices and a compensation review conducted by Mercer.

In connection with the CEO transition, and in lieu of a long-term incentive award for 2025, the compensation committee granted Mr. Ciaffoni (i) PSUs with a grant-date value of 12 times his initial base salary, subject to a cap of 1.575 million shares, and (ii) RSUs with a grant-date value of four times the initial base salary, subject to a cap of 525,000 shares (together, the “On-Hire Award”). The shares underlying the PSU award granted to Mr. Ciaffoni vest, if at all, based on the achievement of certain volume weighted average price per share (“VWAP”), conditions during any 30 consecutive trading day period on or after May 8, 2026, subject to a 12-month holding period, as follows: 30% upon achievement of a $15.00 VWAP, 20% upon achievement of a $20.00 VWAP, 20% upon achievement of a $25.00 VWAP, 15% upon achievement of a $30.00 VWAP, and 15% upon achievement of a $35.00 VWAP. These performance targets were established at the time the Company entered into the employment agreement with Mr. Ciaffoni on March 3, 2025, at which time the Company’s closing stock price was $9.55. These performance targets are set forth in his employment agreement. The On-Hire Award to Mr. Ciaffoni was part of the Company’s U.K. Remuneration Policy that was approved by shareholders at the Company’s Annual General Meeting in May 2025.

For the other NEOs, the target value and mix of long-term incentive awards were set at 400% of base salary with a mix of 70% PSUs and 30% RSUs, except that Mr. Barry’s mix was set at 50% PSUs and 50% RSUs. The mix of 70% PSUs and 30% RSUs had been established in 2024 as being market aligned. By the time Mr. Barry was hired in June 2025, however, the compensation committee was beginning to consider shifting to a mix of 50% PSUs and 50% RSUs. In fiscal year 2026 (“FY26”), the Company intends to continue that shift to 50% of each for the NEOs other than the CEO, who will remain at 70% PSUs and 30% RSUs.

Both the PSUs and RSUs vest, subject to continued employment (and subject to performance in the case of the PSUs) on the third anniversary of the grant date. The PSUs granted in 2025 to each of the NEOs (other than Mr. Ciaffoni) were granted with the following performance goals:

The performance targets for U.S. SUBLOCADE^® Share of LAI and LAI Category Growth will be established every year over the three-year grant period during the first quarter and aligned with the Company’s budget for that year. At the end of each year, performance will be measured using a trailing three-month average for U.S. SUBLOCADE^® Share of LAI and using a full year for LAI Category Growth. These category share and category growth measures were selected as a measurement of the Company’s ability to grow sales for U.S. SUBLOCADE^®. Relative total shareholder return (“rTSR”) was selected as a performance measure because it aligns with increased shareholder value. The FTSE 250 and the Nasdaq Biotech Index were selected because, at the time, the Company was dual listed on the London Stock Exchange (“LSE”) and Nasdaq.

Subsequent to making the PSU grants, the Company determined that it would delist from the LSE, which was completed in July 2025. In-flight PSU awards from the 2023, 2024 and 2025 grants each contained performance metrics that included rTSR for the FTSE 250. Based upon discussion with Mercer and external advisors from Willis Towers Watson and in consideration of the Company’s efforts to redomicile to the U.S., the compensation committee determined that it would remove the FTSE 250 rTSR measurement for the 2025 award and would instead measure 70% on the Nasdaq Biotech Index, 15% on U.S. SUBLOCADE® Share of LAI category and 15% on LAI Category Growth. For the PSUs awarded in 2024, the compensation committee determined that it would measure solely on the TSR for the S&P 1500 Pharmaceuticals and Biotechnology Index. For the PSUs awarded in 2023, the compensation committee determined that the FTSE 250 TSR measurement would remain in place since most of the vesting period occurred while Indivior was listed on the LSE. In February 2025, the compensation committee reviewed the performance of the 2022 PSU Award, which was based 50% on rTSR versus the FTSE 250 and 50% on rTSR versus the S&P 1500 Pharmaceuticals and Biotechnology Index. The Company did not achieve the 25^th percentile threshold under either measure and, therefore, the 2022 PSU awards were forfeited.

Perquisites and Other Compensation

We provide perquisites to our NEOs when determined to be necessary and appropriate. The description and aggregate incremental cost of the NEOs’ perquisites and other personal benefits are reflected in the “All Other Compensation” column of our Summary Compensation Table below. The cost of these perquisites has historically been a small percentage of the overall compensation package. The compensation committee believes these arrangements, including tax gross-ups, housing assistance and commuting expenses are necessary to facilitate the recruitment, retention and effective deployment of senior executives in roles that require geographic flexibility, significant travel, or relocation that may not align with an executive’s primary residence. In approving tax gross-ups associated with these benefits, the compensation committee sought to ensure that executives were not economically disadvantaged by tax liabilities arising from Company-required arrangements that are not generally incurred by similarly situated executives. The Committee believes that, in these limited circumstances, providing tax gross-ups allowed the Company to deliver the intended value of these benefits in a transparent and targeted manner, without materially increasing the executives’ overall compensation opportunity.

We maintain a 401(k) plan for all employees. Employees can contribute up to 75% of their eligible pay, subject to maximum amounts allowed under law. We currently provide a matching contribution under the 401(k) plan and an additional profit-sharing contribution.

We also maintain a Non-Qualified Deferred Compensation Plan (the “DCP”) that provides highly compensated employees in the United States, including our NEOs, with an opportunity to defer the receipt of portions of their compensation. The DCP is designed to allow eligible participants to defer compensation in excess of the limits imposed by the Internal Revenue Service on qualified 401(k) plans, thereby enabling participants to save a proportionate amount of their eligible compensation for retirement. Under the DCP, participants may elect to defer up to 75% of their base salary and up to 100% of their annual bonus for a given year. Amounts deferred under the DCP are invested in one or more investment options selected by the participant, or, if no election is made, as determined by the committee administering the plan. NEO contributions, earnings and aggregate balances under the DCP are reported below in the Nonqualified deferred compensation table.

Separation Payments

See the discussion below under “Potential payments upon termination or change-in-control” for a discussion of our arrangements with NEOs for such separation payments.

Other Compensation Policies and Practices

Employment Agreements

Each of the NEOs is a party to an employment agreement with the Company. These agreements are intended to promote retention of our key executive officers in light of the highly competitive market for talent in our industry and to clearly define each party’s rights and obligations. Additional discussion about the terms of the employment agreement with each NEO is included below under “Narrative disclosure to summary compensation table and grants of plan-based awards table.”

Compensation Risk Assessment

Our executive compensation program and policies are driven by our business environment and designed to enable us to achieve our mission and adhere to our values. The compensation committee and senior management continually evaluate the relationship between risk and reward as it relates to our executive compensation program. Our compensation committee has determined that the structure of our executive compensation programs does not put our patients, investors, other stakeholders, or the Company at any material risk.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally limits the Company’s federal income tax deduction for any compensation in excess of one million dollars paid to NEOs. Due to amendments to Section 162(m), the “performance-based compensation” exception is no longer available for compensation paid with respect to fiscal year 2018 and future years (unless paid pursuant to certain pre-November 2, 2017 contractual arrangements). We expect to authorize compensation payments that are not exempt under Section 162(m) when the compensation committee believes that such payments are appropriate, including to attract or retain talent.

Clawback Policy

We have adopted a Clawback Policy in accordance with rules issued by the SEC under the Exchange Act and Nasdaq listing standards pursuant to which, if the Company is required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirements, the compensation committee shall require certain officers, including our NEOs, to repay or forfeit any “erroneously awarded compensation.” “Erroneously awarded compensation” refers to the portion of cash and equity-based incentive compensation received by a covered officer during the three-year period preceding the publication of the restated financial statements that was in excess of the amount that such officer would have received had such incentive compensation been determined based on the financial results reported in the restated financial statements.

Equity Grant Timing Practices

Anti-Hedging and Anti-Pledging Policy

Our Insider Trading Policy prohibits employees, officers and directors from engaging in any hedging or monetization transactions or similar arrangements (including transactions involving zero-cost collars, prepaid variable forward sale contracts, equity swaps and exchange funds) that are designed to hedge or speculate on any change in the market value of our securities. It also explicitly prohibits employees, officers and directors from effecting short sales of our securities, which are inherently speculative in nature and contrary to the best interests of the Company and our shareholders. Our Insider Trading Policy also prohibits employees, officers and directors from buying or selling puts or calls or other derivative securities on our securities and from pledging our securities as collateral for a loan or holding our securities in a margin account.

Stock Ownership Guidelines

In connection with our redomicile to the U.S., we adopted stock ownership guidelines to assist in focusing officers and non-employee directors on the long-term success of the Company and on shareholder value by requiring them to hold shares of Company common stock.

Our stock ownership guidelines apply to our Chief Executive officer, Executive Vice Presidents (including the Chief Financial Officer) and Senior Vice Presidents (together, the “Officers” and each, an “Officer”) and to the Non-Employee Directors (the “Directors”). The target multiple for Officers is applied to the base salary for such person. The target multiple for the Chairperson of the Board and each NED is applied to the annual cash retainer.

Directors and Officers are expected to meet the applicable target multiple no more than five (5) years after first becoming subject to it, and they are expected to continuously own sufficient shares to meet the target multiple once attained.

Shares that count toward satisfaction of the guidelines include (i) shares owned outright, directly or indirectly by the Director or Officer (including those vested in an employee stock purchase plan or held in a trust for the sole benefit of the Officer or Director); (ii) shares owned by a spouse and/or dependent children which are beneficially owned by the Director or Officer; and (iii) shares awarded, but not vested, under any restricted share or RSU award plan (in respect of which there was not any performance condition attached). Unvested PSUs and unexercised options do not count toward satisfaction of the guidelines.

The stock ownership guidelines are calculated annually based on ownership in the fourth quarter of each year based on the applicable annual base salary in effect on such calculation date. The value of a share will be measured on such date based on the average closing price over the 30 calendar days preceding the date of calculation. Such calculated ownership levels will be reported to the compensation committee.

The guidelines became effective January 26, 2026; therefore all directors and executive officers are within the transition period allowed for compliance.

Compensation Committee Report

The compensation committee of our board of directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears in this proxy statement, with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and the 2025 Form 10-K.

Compensation Committee:

Barbara Ryan, Chair

Tony Kingsley

Daniel Ninivaggi

David Wheadon

The foregoing report of the compensation committee does not constitute soliciting material and will not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

Executive Compensation Tables

Summary Compensation Table

The following table and descriptions set forth information concerning compensation paid to or earned by the following individuals, whom we refer to collectively as our named executive officers, or NEOs:

Grants of plan-based awards table

The following table provides information on grants of plan-based awards made to our named executive officers during fiscal 2025. We also include the accounting expense for the 2024 and 2025 PSUs that were considered modified for accounting purposes to change the performance constituents from the FTSE 250 (excluding investment trusts) to the S&P 1500 Pharmaceutical and Biotech Index (2024 PSUs) and NASDAQ Biotech (2025 PSUs).