indv-20260630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-37835

Indivior Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware		98-1204773
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
	10710 Midlothian Turnpike, Suite 125 North Chesterfield, VA 23235
	(address of principal executive offices)(zip code)
	Registrant's telephone number, including area code: (804) 379-1090

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

INDV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 28, 2026, the number of shares of common stock outstanding was 118,013,649.

Table of Contents


Table of Contents			1
PART I - FINANCIAL INFORMATION			3
Item 1. Unaudited Condensed Financial Statements.			3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			25
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			31
Item 4. Controls and Procedures			32
PART II - OTHER INFORMATION			32
Item 1. Legal Proceedings.			32
Item 1A. Risk Factors.			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			34
Item 3. Defaults Upon Senior Securities.			34
Item 4. Mine Safety Disclosures.			34
Item 5. Other Information.			34
Item 6. Exhibits.			35
SIGNATURES			36

Important cautionary note regarding forward-looking statements

Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral information we release, regarding our performance or other events or developments in the future constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among other things, express and implied statements pertaining to the Company’s financial guidance; expected levels of future rebate payments, research and development expenses; expected future capital expenditures; potential future share repurchases; anticipated benefits of the proposed merger with Supernus, the expected timing of completion of the proposed merger, estimated costs associated with the proposed merger; expectations regarding the adequacy of the Company’s current and expected future liquidity to satisfy future cash requirements; expected litigation outcomes; and statements containing the words "believe," "anticipate," "plan," "expect," "intend," "estimate," "forecast," "strategy," "target," "goal," "guidance," "outlook," "potential," "project," "priority," "may," "will," "should," "would," "could," "can," the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future.

Actual results may differ materially from those expressed or implied in these forward-looking statements due to a number of factors, including but not limited to: lower than expected future sales of our products; greater than expected impacts from competition; and unanticipated costs including the effects of potential tariffs and potential retaliatory tariffs; market conditions; the decisions of third parties outside of our control with respect to potential business development opportunities; the risk that the proposed merger with Supernus may not be completed on the anticipated timeline or at all; the failure to obtain required stockholder or regulatory approvals for the merger, or the imposition of conditions in connection with such approvals; the risk that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the merger are not realized or are realized more slowly than expected; and risks relating to the integration of the two businesses. 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, in Part II Item 1A of this report, and in 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, future developments or otherwise.

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements.

Index to Unaudited Condensed Consolidated Financial Statements


Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of Comprehensive Income			5
Condensed Consolidated Balance Sheets			6
Condensed Consolidated Statements of Stockholders' Deficit			7
Condensed Consolidated Statements of Cash Flows			9
Notes to Condensed Consolidated Financial Statements			10

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

(Amounts in millions, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net revenue	$	343	$	302	$	660	$	568
Cost of sales	50		52		90		96
Gross profit	294		250		570		472

Operating expenses:
Selling, general and administrative	122		158		245		291
Research and development	12		21		28		43




Total operating expenses	134		179		273		334

Operating income	160		72		297		138

Other (income) and expenses:
Interest (income)	(3)		(6)		(5)		(10)
Interest expense	2		15		9		27
Loss on debt extinguishment	—		—		18		—
Income before income taxes	160		62		276		121
Income tax expense	38		44		65		56

Net income	$	122	$	18	$	211	$	65

Earnings per share
Basic	$	1.02	$	0.15	$	1.73	$	0.53
Diluted	$	0.98	$	0.14	$	1.67	$	0.52

Shares used in computing earnings per share
Basic	119		125		122		125
Diluted	124		126		127		125

See Notes to Condensed Consolidated Financial Statements.

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Amounts in millions)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Net income	$	122	$	18	$	211	$	65
Other comprehensive income, net of tax
Foreign currency translation	1		2		1		3
Other comprehensive income	1		2		1		3
Total comprehensive income	$	123	$	20	$	212	$	69

See Notes to Condensed Consolidated Financial Statements.

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(Amounts in millions, except per share data)

(Unaudited)


	June 30, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	222	$	195

Accounts receivable, net of allowances of $3 (2026) and $4 (2025)	271		253
Inventories	150		153
Prepaid expenses	14		34

Current tax receivable	16		2
Other current assets	54		16
Total current assets	725		652
Long-term investments	27		28
Property, plant and equipment, net	162		144
Operating lease right of use assets, net	21		26
Goodwill and other intangible assets, net	2		2
Deferred tax assets	271		323

Other noncurrent assets	24		27
Total assets	$	1,233	$	1,201
Liabilities and stockholders' deficit
Current liabilities
Accrued rebates and product returns	$	610	$	582


Accounts payable and accrued expenses	206		250
Accrued litigation settlement expenses, current	14		42
Current portion of long-term debt	—		29
Operating lease liabilities, current	9		10
Income taxes payable	30		2

Total current liabilities	868		914

Long-term debt, less current portion	487		290
Accrued litigation settlement expenses, noncurrent	42		52
Operating lease liabilities, noncurrent	13		22
Other noncurrent liabilities	31		21
Total liabilities	$	1,441	$	1,300
Commitments and contingencies (Note 13)

Stockholders' deficit
Common stock, par value $0.001 per share (2026) and $0.50 per share (2025). Issued shares: 118 (2026) and 125 (2025)	—		62
Additional paid-in capital	155		112

Accumulated other comprehensive loss	(28)		(30)
Accumulated deficit	(334)		(243)
Total stockholders' deficit	(208)		(98)
Total liabilities and stockholders' deficit	$	1,233	$	1,201

See Notes to Condensed Consolidated Financial Statements.

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

(Amounts in millions, except per share data)

(Unaudited)


	Common Stock
	Shares	Amount		Additional paid-in capital		Share repurchase commitment		Accumulated other comprehensive loss		Accumulated deficit		Total stockholders’ deficit
Balance, January 1, 2026	125	$	62	$	112	$	—	$	(30)	$	(243)	$	(98)
Stock canceled and exchanged as part of U.S. Domestication	—	(62)		62		—		—		—		—
Net income	—	—		—		—		—		89		89
Other comprehensive income	—	—		—		—		—		—		—
Common stock issued	1	—		—		—		—		—		—

Common stock repurchased and canceled	(4)	—		—		—		—		(126)		(126)
Stock-based compensation	—	—		9		—		—		—		9

Settlement of tax on equity awards	—	—		(21)		—		—		—		(21)
Other	—	—		3		—		—		—		3
Balance, March 31, 2026	122	—		165		—		(29)		(280)		(144)

Net income	—	—		—		—		—		122		122
Other comprehensive income	—	—		—		—		1		—		1
Common stock issued	1	—		—		—		—		—		—

Common stock repurchased and canceled	(5)	—		—		—		—		(176)		(176)
Stock-based compensation	—	—		11		—		—		—		11

Settlement of tax on equity awards	—	—		(24)		—		—		—		(24)
Other	—	—		2		—		—		—		2
Balance, June 30, 2026	118	—		155		—		(28)		(334)		(208)

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

(Amounts in millions, except per share data)

(Unaudited)


	Common Stock
	Shares	Amount		Additional paid-in capital		Share repurchase commitment		Accumulated other comprehensive loss		Accumulated deficit		Total stockholders’ deficit
Balance, January 1, 2025	125	$	62	$	90	$	(10)	$	(36)	$	(443)	$	(337)
Net income	—	—		—		—		—		47		47
Other comprehensive income	—	—		—		—		1		—		1
Common stock issued	1	—		—		—		—		—		1
Common stock repurchased and canceled	(1)	—		—		—		—		(10)		(11)
Stock-based compensation	—	—		6		—		—		—		6
Share repurchase liability movement, net	—	—		—		10		—		—		10
Settlement of tax on equity awards	—	—		(3)		—		—		—		(3)

Balance, March 31, 2025	125	62		93		—		(35)		(406)		(285)
Net income	—	—		—		—		—		18		18
Other comprehensive income	—	—		—		—		2		—		2


Stock-based compensation	—	—		8		—		—		—		8


Balance, June 30, 2025	125	62		101		—		(33)		(388)		(257)

See Notes to Condensed Consolidated Financial Statements.

Indivior Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(Amounts in millions)

(Unaudited)


	Six Months Ended June 30,
		2026		2025
Cash flows from operating activities:
Net income		$	211	$	65
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		4		5
Amortization of right-of-use assets		3		5
Stock-based compensation		20		14
Impairment of tangible and intangible assets		8		—
Loss on debt extinguishment		18		—
Unrealized loss on equity investments		—		1
Deferred income taxes		52		7

Impact from foreign exchange movements		1		(5)
Amortization of debt issuance costs		1		—
Other adjustments, net		—		1
Change in operating assets and liabilities:
Accounts receivable		(17)		15
Current inventories		3		22

Other current and noncurrent assets		(35)		31
Accrued legal and settlement expenses		(37)		(60)
Other current and noncurrent liabilities		(13)		131
Net cash provided by operating activities		220		233
Cash flows from investing activities:
Purchases of property and equipment		(27)		(22)
Purchases of in-process research and development and intangible assets		—		(1)

Purchases of investments in debt securities		(8)		(11)
Sales and maturities of debt securities		9		11

Net cash used in investing activities		(27)		(22)
Cash flows from financing activities:
Proceeds from the issuance of common stock		—		1
Cash paid for repurchases of common stock		(302)		(11)
Proceeds from debt, net		489		—
Repayments of debt		(333)		(8)
Transaction costs related to debt refinancing		(5)		—
Settlement of equity awards		(21)		(3)
Other		5		—
Net cash used in financing activities		(166)		(22)
Net increase in cash and cash equivalents		28		189
Exchange differences		—		1
Cash and cash equivalents at beginning of period		195		319
Cash and cash equivalents at end of period		$	222	$	510

See Notes to Condensed Consolidated Financial Statements.

Indivior Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in millions, except per share data)

(Unaudited)

1. Business Overview, Basis of Presentation, and Recently Issued Accounting Standards

Business Overview

Indivior Pharmaceuticals, Inc. and its subsidiaries (together, "Indivior" or the "Company") is the market leader in long-acting injectable medications for opioid use disorder (OUD). The Company's core products include SUBLOCADE (buprenorphine extended-release monthly injection) and SUBOXONE Film (buprenorphine and naloxone sublingual film), both of which are treatments for OUD.

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements of Indivior Pharmaceuticals, Inc. and its subsidiaries and related notes as contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented.

Certain prior‑period amounts have been reclassified to conform to the current‑period presentation. These reclassifications had no impact on previously reported net income, comprehensive income, or cash flows.

The accounting policies of the Company are consistent with those disclosed in "Item 1. Financial Statements - Note 2. Summary of Significant Accounting Policies" of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Columns and rows within tables may not add due to rounding. Percentages and per share data have been calculated using actual, non-rounded figures.

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. Significant estimates are used in determining items such as accruals for returns, incentives and rebates, certain accrued expenses, acquisitions, and ongoing litigation. Actual results may differ from those estimates.

Recently Adopted Accounting Standards

ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, was issued in November 2024 and clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or debt extinguishments. ASU 2024-04 is effective for annual and interim periods beginning after December 15, 2025. The Company adopted ASU 2024-04 effective January 1, 2026 and applied the guidance on a prospective basis. The adoption of ASU 2024-04 did not have a material impact on the Company's condensed consolidated financial statements.

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets was issued in July 2025 and allows entities to elect a practical expedient that assumes that the current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU No. 2025-05 is effective for annual and interim periods beginning after December 15, 2025. The Company adopted ASU 2025-05 effective January 1, 2026 and applied the guidance on a prospective basis. The adoption of ASU 2025‑05 did not have a material impact on the Company’s condensed consolidated financial statements.

Indivior Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in millions, except per share data)

(Unaudited)

ASU 2025‑07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share‑Based Noncash Consideration from a Customer in a Revenue Contract refines the scope of derivative accounting under Topic 815 by introducing a new scope exception for certain contracts or embedded features that are not exchange traded and have underlyings based on the operations or activities specific to one of the parties to the contract. In addition, the ASU clarifies that share‑based noncash consideration received from a customer in exchange for goods or services is initially accounted for under Topic 606, Revenue from Contracts with Customers, unless and until the entity’s right to receive or retain such consideration becomes unconditional. The Company early adopted ASU 2025‑07 effective January 1, 2026 and applied the guidance on a prospective basis. The adoption of ASU 2025‑07 did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2024-03: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)—Disaggregation of Income Statement Expenses (as clarified by ASU 2025-01) was issued in November 2024, requires disclosure of specified information about certain costs and expenses in the notes to the financial statements and is required to be applied by the Company for annual periods beginning after December 31, 2026 and interim periods beginning after December 15, 2027. As this accounting standard only impacts disclosures, it is not expected to have a material impact on the Company’s financial statements.

ASU No. 2025-06, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software was issued in September 2025 and removes all references to software development project stages. Software capitalization will begin when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027. The guidance may be applied on a prospective basis, a modified transition approach or a retrospective transition approach and allows for early adoption. Adoption is not expected to have a material impact on the Company's financial statements.

2. Segment, Geographic and Other Revenue Information

The Company operates in a single operating and reportable segment for all periods presented and the Chief Executive Officer has been identified as the chief operating decision maker (the “CODM”). The CODM reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating performance. The CODM uses income from operations to measure the profitability of the segment. These amounts are reported on the Condensed Consolidated Statements of Operations. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.

Effective in the first quarter of 2026, the Company updated the presentation of segment operating expenses provided to the CODM. Amounts previously reported separately as Sales and Marketing and General and Administrative expenses are now presented on a combined basis as Selling, General and Administrative expenses. This change reflects how segment information is currently reviewed by the CODM. Prior‑period segment information has been recast to conform to the current‑period presentation.

Indivior Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in millions, except per share data)

(Unaudited)

The financial data provided to the CODM is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
US:
SUBLOCADE*	$	238	$	195	$	455	$	359
Sublingual & other	57		52		107		107

PERSERIS1	5		8		10		12
Total U.S.	300		256		572		478
Rest of World	43		46		88		90
Net revenue	343		302		660		568
Cost of sales	50		52		90		96
Gross profit	294		250		570		472

Operating expenses:
Selling, general and administrative	122		158		245		291
Research and development	12		21		28		43



Total operating expenses	134		179		273		334

Operating income	160		72		297		138

Other (income) and expenses:
Interest (income)	(3)		(6)		(5)		(10)
Interest expense	2		15		9		27
Loss on debt extinguishment	—		—		18		—
Income before income taxes	160		62		276		121

Income tax expense	38		44		65		56

Net income	$	122	$	18	$	211	$	65

*Total SUBLOCADE net revenue	$	253	$	209	$	486	$	385

Depreciation and amortization	$	2	$	3	$	4	$	5
Stock-based compensation expense	$	11	$	8	$	20	$	14

1Marketing and promotional activities for PERSERIS were discontinued in 2024.

Significant segment expenses within net income include cost of sales, selling, general and administrative, and research and development at the consolidated level. Other segment items within net income include operating income, interest (income), interest expense, loss on debt extinguishment, and income tax expense. The Company's CODM is also regularly provided depreciation and amortization and stock-based compensation expense information, both of which are presented above and are recorded within cost of sales and selling, general and administrative expenses.

Revenue recognized from performance obligations satisfied in previous periods was $36 million and $64 million in the three and six months ended June 30, 2026 and $26 million and $45 million during the three and six months ended June 30, 2025, respectively.

Indivior Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Amounts in millions, except per share data)

(Unaudited)

3. Income Tax

Indivior is subject to taxation in several different jurisdictions. The Company's tax provision for each period presented was calculated using a forecasted annual tax rate, adjusted for discrete items occurring during the applicable period to arrive at an effective tax rate. The effective income tax rates for the relevant periods are calculated as follows:


	Three Months Ended June 30,			Six Months Ended June 30,
	2026			2026
Total income before income taxes	$	160		$	276
Total income tax expense	38			65
Total effective tax rate	24		%	23		%

On January 26, 2026, the Company completed a redomiciliation to the United States, which resulted in a change in the applicable statutory income tax rate from the U.K. rate of 25% to the U.S. federal statutory rate of 21%.

The Company's income tax rate for the three and six months ended June 30, 2026 of 24% and 23%, respectively differs from the U.S. federal statutory rate of 21%, primarily driven by a U.K. global minimum top-up tax, disallowed expenses, and a write-off of U.K. Net Operating Losses, partially offset by U.K. innovation deductions.