aibioIndivior PLC (now Indivior Pharmaceuticals, Inc.) completes U.S. domestication
Tickers INDV
The company amended its November 4, 2024 note purchase agreement to reflect that Indivior U.S. now reports the financials. The board carries over, and a 2026 equity plan reserves 17,500,000 shares.
Key facts
- Company
- Indivior Pharmaceuticals, Inc. (NASDAQ: INDV)
- News type
- Mergers
- Primary source
- Indivior Pharmaceuticals, Inc. Form 8-K filed January 26, 2026 (SEC EDGAR)
Indivior Pharmaceuticals, Inc. completed its U.S. domestication, and reported it in a Form 8-K filed January 26, 2026. Under a scheme of arrangement, Indivior PLC, a public company incorporated in England and Wales and referred to in the filing as Indivior U.K., became a wholly owned subsidiary of Indivior Pharmaceuticals, Inc. (Indivior U.S.). Each Indivior U.K. ordinary share was cancelled in exchange for one share of Indivior U.S. common stock. The shares began trading on Nasdaq under the same symbol, INDV, on January 26, 2026, after the ordinary shares stopped trading before the open that day. The 8-K covers a change in control of the registrant, a modification of security holders' rights, a debt amendment, new equity plans and a board that carries over unchanged.
The note purchase agreement amendment
Effective January 26, 2026, RBP Global Holdings Limited, Piper Sandler Finance LLC as administrative agent, and the lenders signed a First Amendment to the Note Purchase Agreement dated November 4, 2024. The original agreement is among RBP Global Holdings Limited, Indivior Global Holdings Limited, Piper Sandler Finance LLC and the lenders. The amendment reflects that the financial statements, financial position, results of operations and cash flows will now be reported by Indivior U.S. rather than Indivior U.K., and it makes certain other changes. The 8-K files a conformed copy of the agreement as Exhibit 10.1 and reports the amendment under Item 1.01 and Item 2.03. Piper Sandler Finance LLC is the administrative agent on the notes. The 2024 annual report describes that agreement as providing for the issuance of up to $400 million of senior secured notes, made up of $350 million of term notes and up to $50 million of variable notes outstanding at any time. It says proceeds of the term notes were used to repay the existing term loan and pay fees and expenses.
Board, officers and indemnification
The directors of Indivior U.K. immediately before the domestication became the directors of Indivior U.S., and the committee structure carried over. The directors are Dr. David Wheadon, Joe Ciaffoni, Dr. Keith Humphreys, Tony Kingsley, Daniel Ninivaggi, Barbara Ryan, Mark Stejbach and Juliet Thompson. The committees are Audit, Compensation, Nominating and Corporate Governance, Compliance and Ethics, and Science.
The executive officers are Joe Ciaffoni, Chief Executive Officer; Patrick Barry, Chief Commercial Officer; Ryan Preblick, Chief Financial Officer; Jeffrey Burris, Chief Legal Officer; and Christian Heidbreder, Chief Scientific Officer. Indivior U.S. also authorized indemnification agreements with each director and executive officer, covering expenses and liabilities from their service to the fullest extent Delaware law permits.
Equity plans and director pay
Indivior U.S. took over several Indivior U.K. plans, including the Indivior Long-Term Incentive Plan, the Indivior 2024 Long-Term Incentive Plan, the Indivior Group Deferred Bonus Plan 2018 and the Indivior PLC U.S. Employee Stock Purchase Plan. Awards under them will be settled in shares of Indivior U.S. common stock instead of Indivior U.K. ordinary shares.
The company also adopted the Indivior Pharmaceuticals, Inc. 2026 Omnibus Equity Incentive Plan. It reserves 17,500,000 shares and caps incentive stock options at the same number. A non-employee director cannot receive more than $1,000,000 in a fiscal year in equity and cash combined.
The new Non-Employee Director Compensation Policy sets annual cash retainers of $100,000 for the Chairperson of the Board and $75,000 for other board members. The Audit and Compensation Committee chairs receive $30,000 each, and the Nominating and Corporate Governance and Science Committee chairs receive $20,000 each. Compensation Committee members who are not chairs receive $15,000.
Clawback policy
The filing includes an Executive Compensation Clawback Policy, filed as Exhibit 97.1 and effective January 26, 2026. If there is an accounting restatement, the Compensation Committee determines any excess performance-based pay for each covered executive officer and demands repayment. The policy says no group member may indemnify a covered officer against the loss of compensation that is recovered under it.
About the company
Indivior's annual report on Form 10-K filed March 3, 2025 describes a global pharmaceutical company that develops medicines for substance use disorders. Its products named in the filing's segment data include SUBLOCADE and OPVEE.