Indivior PLC 8-K Filing

Ticker: INDV · Form: 8-K · Filed: Dec 15, 2025 · CIK: 1625297

Sentiment: neutral

Filing Stats: 1,131 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2025-12-15 16:04:24

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2025 shareholders of Indivior PLC (the "Company" or the "Registrant") approved amended and restated articles of association (the "Amended Articles"). The amendments introduced a new Article 136 for the purpose of facilitating the scheme of arrangement as set out in the shareholder circular published on November 14, 2025 (the "Scheme of Arrangement"). Pursuant to the new Article 136, any ordinary shares allotted and issued after the Amended Articles take effect but before the Scheme Record Time (as defined in the Amended Articles) are subject to the terms of the Scheme of Arrangement, and the holders of such shares are bound by the terms of the Scheme of Arrangement accordingly. This ensures that all Indivior PLC shareholders become shareholders of Indivior Pharmaceuticals, Inc. and that Indivior PLC becomes a wholly-owned subsidiary of Indivior Pharmaceuticals, Inc., in each case through operation of the Scheme of Arrangement and despite any interim issues of shares in Indivior PLC that might occur prior to completion of the Scheme of Arrangement (expected later in January 2026). The Amended Articles became effective on December 11, 2025. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, which are filed as Exhibit 3.1 to this report.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 11, 2025, two meetings of the Company's shareholders were held in connection with the Scheme of Arrangement and related matters. Results of the Court Meeting The first meeting was convened by an order of the High Court of Justice made on November 7, 2025 (the "Court Meeting") to approve the Scheme of Arrangement. Under English law, the statutory majority required to approve the Scheme of Arrangement at the Court Meeting is a majority in number representing not less than seventy-five percent in value of the shares present and voting. The result of the poll taken at the Court Meeting of the Company's shareholders is set out as follows: 1. To approve the Scheme of Arrangement at the Court Meeting. Number of Shareholders Voting For Number of Shareholders Voting Against Withheld Abstentions and Broker Non-Votes 15 2 0 0 Votes For Votes Against Withheld Abstentions and Broker Non-Votes 94,968,161 46,544 0 0 Accordingly, the resolution approving the Scheme of Arrangement at the Court Meeting was passed by a majority in number representing not less than seventy-five per cent by number of votes of those present and voting at the Court Meeting (in person or by proxy). Results of the Extraordinary General Meeting The second meeting was a general meeting of the Company (the "Extraordinary General Meeting") to approve certain matters related to the Scheme of Arrangement. The total number of votes cast in respect of each resolution is set forth below. The full text of each resolution was contained in the Notice of Extraordinary General Meeting. 1. To authorise the Directors to take all necessary action to give effect to the Scheme of Arrangement. Votes For Votes Against Withheld Abstentions and Broker Non-Votes 79,657,867 19,200 10,645 * 2. To authorise the reduction of share capital. Votes For Votes Against Withheld Abstentions and Broker Non-Votes 79,648,083 24,302 15,327 *

01 Exhibits

Item 9.01 Exhibits (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Articles of Association of Indivior PLC effective December 11, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Indivior PLC Date: December 15, 2025 By: /s/ Ryan Preblick Name: Ryan Preblick Title: Chief Financial Officer

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