Every material Form 8-K Indivior has filed with the SEC since April 23, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Indivior's 8-K says a special dividend declared by the board on September 16, 2026 triggered an increase in the conversion rate on its 0.625% Convertible Senior Notes due 2031, from 24.0033 to 30.9355 common shares per $1,000 principal, a conversion price of approximately $32.33 per share. The filing is signed by Supernus, Inc. (f/k/a Indivior Pharmaceuticals, Inc.), and it states that no bondholders converted their notes for common stock.
Special dividend declared by the board on September 16, 2026 triggered the adjustment.
Conversion rate per $1,000 principal increased from 24.0033 to 30.9355 common shares.
Implied conversion price is approximately $32.33 per share.
No bondholders converted their notes for common stock.
Indivior and Supernus Pharmaceuticals completed their merger on November 2, 2026, forming a combined central nervous system biopharmaceutical company operating as Supernus, Inc. Legacy Indivior stockholders own approximately 56.5% of the combined company, and former Supernus stockholders own about 43.5%. The combined entity entered into a $650 million senior secured term loan facility to help fund a $1.0 billion aggregate special cash dividend to Indivior stockholders.
The merger was completed on November 2, 2026, creating a combined company that will trade under the ticker symbol SUPN starting November 3, 2026.
The combined company entered into a $650 million senior secured term loan facility with Citibank, N.A. on November 2, 2026.
Legacy Indivior stockholders own approximately 56.5% and former Supernus stockholders own approximately 43.5% of the combined company on a fully diluted basis.
Jack Khattar serves as President and CEO, and Tony Kingsley serves as Board Chair of the combined company.
Indivior reported third-quarter 2026 results with total net revenue of $356 million, up 13% year over year, and GAAP net income of $137 million ($1.12 diluted EPS), compared with $42 million a year earlier. The company said it is on track for its previously communicated 2026 guidance as a standalone company, but that guidance will no longer apply if its merger with Supernus closes as expected on November 2, 2026.
Total SUBLOCADE net revenue was $267 million, up 22% year over year; U.S. SUBLOCADE net revenue rose 24% to $252 million.
Adjusted EBITDA was $211 million, up 76% from $120 million a year earlier; GAAP operating expenses fell 33% to $125 million.
Cash and investments totaled $332 million at September 30, 2026.
Merger with Supernus is expected to close November 2, 2026; the combined company is to trade as SUPN from November 3, 2026.
Indivior reported second-quarter 2026 total net revenue of $343 million, up 14% year over year, and GAAP net income of $122 million, compared with $18 million a year earlier, and raised its full-year 2026 guidance. The company also announced a definitive agreement for an all-stock merger of equals with Supernus Pharmaceuticals, which it expects to close in the fourth quarter, so shareholders face both the improved outlook and the pending deal's terms and risks.
Q2 2026 total net revenue was $343 million, up from $302 million; total SUBLOCADE net revenue was $253 million, up 21%.
GAAP net income was $122 million ($0.98 diluted EPS) versus $18 million ($0.14 diluted EPS) in Q2 2025.
Full-year 2026 adjusted EBITDA guidance was raised to $700 million to $740 million from $620 million to $660 million; net revenue guidance was raised to $1,295 million to $1,365 million from $1,215 million to $1,285 million.
In Q2 2026 the company repurchased 4,664,540 shares for $175 million; the Supernus merger is expected to close in the fourth quarter.
On August 1, 2026, Supernus Pharmaceuticals entered a merger agreement with Indivior Pharmaceuticals and Artemis Merger Sub Inc., under which Supernus merges into the Indivior subsidiary and Indivior is renamed Supernus, Inc. Supernus shareholders would receive 1.5401 Indivior shares for each share held, and completion depends on shareholder approvals, antitrust clearance and other customary conditions.
Each Supernus share converts into 1.5401 Indivior shares at the effective time, and Supernus equity awards are assumed or converted into Indivior awards.
Indivior shareholders are expected to own about 56.5% of the combined company and Supernus shareholders about 43.5%, on a fully diluted basis.
Indivior will declare a $1.0 billion special cash dividend before the effective time, payable after the merger, backed by a $650 million senior secured term loan commitment from Citibank, N.A.
Either party may terminate if the merger is not effective within six months, extendable to twelve months; Indivior would pay a $174.0 million termination fee in certain cases and Supernus would pay $101.0 million in certain cases.
Indivior will eliminate its Chief Scientific Officer position effective June 1, 2026. Dr. Christian Heidbreder will advise the CEO on special projects through the end of 2026, and his employment will end December 31, 2026 as a termination without cause. At the May 13, 2026 annual meeting, shareholders elected all eight director nominees, approved executive pay on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for 2026.
Chief Scientific Officer position eliminated effective June 1, 2026
Dr. Christian Heidbreder's employment terminates December 31, 2026, treated as termination without cause
All eight director nominees elected to one-year terms ending at the 2027 annual meeting
Say-on-pay approved with 90,364,566 votes for and 1,324,996 against; 91,848,954 votes favored annual say-on-pay votes
Indivior reported first-quarter 2026 total net revenue of $317 million, up 19% from a year earlier, and GAAP net income of $89 million, or $0.69 per diluted share, versus $47 million, or $0.38, in the prior-year quarter. The company raised its full-year 2026 net revenue and adjusted EBITDA guidance, and said it will not advance two pipeline drugs internally, which shifts the company's focus toward its SUBLOCADE treatment.
Q1 2026 SUBLOCADE net revenue was $232 million, up 32% year over year; total net revenue was $317 million, up 19%.
GAAP net income was $89 million ($0.69 diluted EPS) versus $47 million ($0.38) a year earlier; adjusted EBITDA was $164 million, up 112%.
2026 net revenue guidance was raised to $1,215 million to $1,285 million from $1,125 million to $1,195 million; adjusted EBITDA guidance was raised to $620 million to $660 million from $535 million to $575 million.
Indivior will not pursue Phase 3 development of INDV-6001, and INDV-2000 did not meet its Phase 2 primary endpoint; the company will seek external partners for INDV-2000.
Indivior Pharmaceuticals, Inc. issued $500 million of 0.625% convertible senior notes due March 15, 2031, including a $50 million option exercised in full, and used part of the proceeds to prepay and terminate its Note Purchase Agreement dated November 4, 2024. The filing names Indivior Pharmaceuticals, Inc. and ticker INDV, not Supernus, as the request stated; the details here follow the filing. Shareholders face potential dilution of up to 16,202,200 shares on conversion, and the notes add $500 million of senior unsecured debt.
$500 million principal of 0.625% Convertible Senior Notes due March 15, 2031, issued March 17, 2026
Initial conversion price of approximately $41.66 per share, a 35.0% premium over the March 12, 2026 closing price
Up to 16,202,200 common shares may be issued on conversion at the initial maximum conversion rate
Prepaid all outstanding principal, interest and fees under the Note Purchase Agreement; it terminated March 17, 2026
Indivior reported fourth-quarter 2025 net revenue of $358 million, up 20% from a year earlier, and GAAP net income of $102 million ($0.79 per diluted share) versus $21 million a year earlier. The company also authorized a new $400 million share repurchase program and reaffirmed its full-year 2026 guidance, including net revenue of $1,125 million to $1,195 million and adjusted EBITDA of $535 million to $575 million.
Q4 2025 total SUBLOCADE net revenue was $252 million, up 30% year over year; full-year SUBLOCADE net revenue was $856 million, up 13%.
FY 2025 GAAP net income was $210 million ($1.64 per diluted share), compared with $7 million in FY 2024.
New share repurchase program of up to $400 million with a term of up to 18 months, to be made opportunistically from available cash.
Cash and investments ended Q4 2025 at $222 million, down from $347 million a year earlier, after the $295 million legacy DOJ payment.
Indivior, which the filing identifies as Indivior Pharmaceuticals, Inc., completed its change of domicile to the United States after the close of trading on January 23, 2026, making Indivior U.S. a Delaware company and the parent of Indivior PLC. The filing also covers an amendment to a note purchase agreement, new indemnification agreements, a 2026 equity plan, and officer and director details, which show how the company is governed after the change. Shareholders receive one share of Indivior U.S. common stock for each Indivior PLC ordinary share they held.
The scheme of arrangement became effective after the close of trading on January 23, 2026, and each Indivior PLC ordinary share was cancelled in exchange for one share of Indivior U.S. common stock, par value $0.001.
A First Amendment to the Note Purchase Agreement, dated January 21, 2026 and effective January 26, 2026, moves financial reporting to Indivior U.S. from Indivior U.K.
The Indivior U.S. 2026 Omnibus Equity Incentive Plan reserves 17,500,000 shares, and non-employee director pay is capped at $1,000,000 per fiscal year.
Joe Ciaffoni is listed as Chief Executive Officer and Ryan Preblick as Chief Financial Officer.
Indivior PLC's board approved base salary increases for CEO Joseph Ciaffoni, from $1,050,000 to $1,115,000, and CFO Ryan Preblick, from $559,000 to $604,000, effective January 1, 2026. The changes followed a review of the competitive market and recommendations from the Compensation Committee and the board's compensation consultant. The filing names Indivior PLC, not Supernus, Inc., and it reports no changes to company results, guidance, or executive roles.
CEO Joseph Ciaffoni's base salary rises from $1,050,000 to $1,115,000.
CFO Ryan Preblick's base salary rises from $559,000 to $604,000.
Changes are effective January 1, 2026, and were approved by the board on December 12, 2025.
Indivior reported third-quarter 2025 net revenue of $314 million, up 2% year over year, with SUBLOCADE net revenue up 15% to $219 million. The company raised its full-year 2025 net revenue and adjusted EBITDA guidance and said it expects at least $150 million in annual operating expense savings beginning in 2026, alongside plans to exit several non-U.S. markets and discontinue sales support for OPVEE.
Q3 2025 diluted EPS was $0.33 and net income was $42 million, compared with a diluted loss of $0.16 in Q3 2024.
Revised 2025 net revenue guidance is $1,180 million to $1,220 million, up from $1,030 million to $1,080 million.
Revised 2025 adjusted EBITDA guidance is $400 million to $420 million, up from $275 million to $300 million.
Company expects at least $150 million in annual operating expense savings beginning in 2026 and plans to enter Phase II of its action agenda on January 1, 2026.
Indivior PLC said on August 26, 2025 that it began an initial cost-cutting initiative under its Indivior Action Agenda, which aims to simplify the organization by eliminating non-essential activities. The company expects total pre-tax restructuring charges of $39 million to $50 million, of which $27 million to $35 million will be cash, mostly in the third and fourth quarters of 2025, and it is exploring strategic alternatives for OPVEE and its non-U.S. business. The charges reduce near-term earnings, while the company says the actions are designed to generate operational momentum.
Headcount reductions: pre-tax severance and exit charges of about $16 million to $19 million, mostly in Q3 2025
Real estate consolidation: pre-tax cash and non-cash asset charges of about $15 million to $22 million in Q3 2025
Consulting, legal and tax planning: pre-tax expenses of about $8 million to $9 million in Q3 2025
Company will exclude these charges from non-GAAP measures and may incur further one-time costs if it divests or restructures OPVEE or non-U.S. assets
Indivior PLC entered into a new employment agreement and a new confidentiality and non-competition agreement with Chief Financial Officer Ryan Preblick on August 20, 2025, to align his terms with the company's current forms for U.S.-based executives. The filing states there were no changes to his compensation, responsibilities, or title, so the update is administrative for shareholders.
Agreements entered into August 20, 2025, replacing a prior agreement dated 2020
Annual base salary of $558,819
Annual cash bonus targeted at 60% of base salary, capped at 120%, based on individual and company goals
Long-term incentive grant-date value anticipated at 400% of base salary, subject to Compensation Committee discretion
Indivior PLC (Nasdaq: INDV) reported second-quarter 2025 results with total net revenue of $302 million, up 1% from a year earlier, and net income of $18 million, compared with a net loss of $97 million in Q2 2024. The company raised its full-year 2025 net revenue guidance to $1,030 million to $1,080 million and its adjusted EBITDA guidance to $275 million to $300 million, but Q2 adjusted EBITDA fell to $88 million from $93 million as marketing spending increased.
Q2 2025 total net revenue of $302 million, up 1% from $299 million in Q2 2024; U.S. SUBLOCADE net revenue rose 9% to $195 million
Q2 2025 net income of $18 million and diluted EPS of $0.14, versus a net loss of $97 million and diluted loss of $0.72 per share a year earlier
FY 2025 net revenue guidance raised to $1,030 million to $1,080 million from $955 million to $1,025 million; adjusted EBITDA guidance raised to $275 million to $300 million from $220 million to $260 million
Q2 2025 adjusted EBITDA of $88 million, down from $93 million, mainly reflecting increased marketing for U.S. SUBLOCADE
The filing identifies the registrant as Indivior PLC (ticker INDV), not Supernus. Indivior appointed Stuart A. (Tony) Kingsley as a non-executive director effective July 1, 2025, with committee roles to follow later, and the company says he was selected with the help of a national search firm. The filing also discloses purchase plans for five U.S.-based non-executive directors that are designed to increase their share ownership, which matters to shareholders mainly as a governance and insider-ownership item with no stated effect on financial results.
Tony Kingsley joins the board as a non-executive director effective July 1, 2025; committee appointments are expected later.
Five non-executive directors (Humphreys, Ninivaggi, Ryan, Stejbach, Wheadon) entered into purchase plans with J.P. Morgan Securities LLC effective June 20, 2025, with quarterly purchases of company shares.
The plans set total buying limits of $680,000 to $715,000, with purchases scheduled from October 1, 2025 through July 6, 2026, and shares subject to a one-year holding period.
Director Juliet Thompson and a closely associated person bought 1,925 and 3,850 ordinary shares on June 11, 2025; she now holds 9,625 shares.
Indivior PLC, the company named in this filing (the filing does not mention Supernus, Inc.), said Joe Ciaffoni began as CEO on May 8, 2025, and Mark Crossley stepped down as CEO and director under his separation agreement. At its 2025 annual general meeting, shareholders passed all 19 resolutions, including approval of amended articles that require annual re-election of all directors and move references from the London Stock Exchange to Nasdaq.
Joe Ciaffoni's employment as CEO commenced May 8, 2025; Mark Crossley stepped down as CEO and as a director.
New articles require all directors to be re-elected annually and limit who can call board meetings to the Chair, Lead Independent Director, CEO, or a majority of directors.
All seven director nominees were elected or re-elected; Juliet Thompson received 65,523,796 votes for and 14,399,386 against (18.02%).
The articles reference Nasdaq instead of the London Stock Exchange, reflecting the move of the primary listing to Nasdaq.
Indivior reported first-quarter 2025 net revenue of $266 million, down 6% from $284 million a year earlier, and net income of $47 million, down from $61 million. The company left its full-year 2025 guidance unchanged, with net revenue expected between $955 million and $1.025 billion, and CEO Mark Crossley's previously announced departure is set for next month.
Net revenue $266 million vs. $284 million in Q1 2024; SUBLOCADE net revenue $176 million, down 2%
Net income $47 million vs. $61 million; diluted EPS $0.38 vs. $0.45; non-GAAP diluted EPS $0.41 vs. $0.42
FY 2025 net revenue guidance of $955 million to $1.025 billion and non-GAAP operating income of $185 million to $225 million unchanged
Mark Crossley to step down as CEO next month; the filing says Joe Ciaffoni will lead the company
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