Form 8-K

8-K — Indivior Pharmaceuticals, Inc.

Accession: 0001104659-26-108417

Filed: 2026-09-17

Period: 2026-09-16

CIK: 0001625297

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2623753d7_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623753d7_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001625297

2026-09-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 16, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-37835

41-2520873

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10710 Midlothian Turnpike, Suite

125

North Chesterfield, VA

23235

(Address of principal executive offices)

(Zip Code)

804-379-1090

(Registrant’s telephone number, including

area code)

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of

1934 (17 CFR 240.12b-2).

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 Selection 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On September 17, 2026, Indivior Pharmaceuticals, Inc.,

a Delaware corporation (“Indivior”), issued a press release announcing the declaration of a special cash dividend (as further

discussed in Item 8.01 of this Current Report on Form 8-K). A copy of the press release is being furnished as Exhibit 99.1 to

this Current Report on Form 8-K.

The information under Item 7.01 of this Current

Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

As previously disclosed, on August 1, 2026, Indivior

and Artemis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Indivior (“Merger Sub”), entered into

an Agreement and Plan of Merger (the “Merger Agreement”) with Supernus Pharmaceuticals, Inc., a Delaware corporation

(“Supernus”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement,

Merger Sub will merge with and into Supernus (the “Merger”), with Supernus continuing as the surviving company and a wholly

owned subsidiary of Indivior following the transaction.

On September 16, 2026, Indivior’s

board of directors declared a special cash dividend (the “Special Dividend”) in the amount of (i) $8.13 per share of

Indivior common stock payable to holders of record of the issued and outstanding Indivior common stock as of October 30, 2026 (the

“Special Dividend Record Date”) (such holders, the “Special Dividend Record Holders”) and (ii) $8.13 per

share of Indivior common stock underlying Indivior equity awards on the Special Dividend Record Date payable, upon vesting of such equity

awards, to holders of certain Indivior equity awards outstanding as of the Special Dividend Record Date (the “Special Dividend Award

Holders”)The payment of the Special Dividend is subject to and contingent upon the closing of the Merger (the “Closing”)

and will be made following the Closing.

As of the date of this Current Report on Form 8-K, Indivior

expects at least a majority of the Special Dividend to exceed Indivior’s current and accumulated earnings and profits, although

no assurance can be made in this regard. Such amounts shall be treated by U.S. holders first as a return of capital to the extent of such

U.S. holder’s basis in its Indivior common stock and then as capital gain. For additional information regarding tax considerations

of the Special Dividend, please see the section entitled “The Merger—Certain U.S. Federal Income Tax Considerations of

the Special Dividend to Holders of Indivior Shares” of the joint proxy statement/prospectus filed by Indivior with the U.S.

Securities and Exchange Commission (the “SEC”) on September 11, 2026.

Payment of the Special Dividend is conditioned

upon the Closing which is expected to occur on or about November 2, 2026, subject to, among other things, the approval by Indivior

stockholders of the issuance of Indivior common stock in connection with the Merger, the adoption of the Merger Agreement by Supernus

stockholders and the satisfaction or waiver of all conditions under the Merger Agreement. Assuming the Merger is consummated on November 2,

2026, payment of the Special Dividend to Special Dividend Record Holders is anticipated to be made on or about November 6, 2026.

Supernus stockholders will not be entitled to receive the Special Dividend with respect to any Indivior common stock received as consideration

in the Merger.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release issued by Indivior Pharmaceuticals, Inc. on September 17, 2026, furnished herewith.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

Important Additional Information and Where to Find It

In connection with the proposed transaction, Indivior

has filed with the SEC on September 11, 2026, a document that serves as a prospectus of Indivior and a joint proxy statement of Indivior

and Supernus (the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC

regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT

DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and securityholders

may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Indivior and Supernus with the SEC

at the SEC’s website at www.sec.gov. Copies of the documents filed by Indivior with the SEC are available free of charge

on Indivior’s website at www.indivior.com or by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com.

Copies of the documents filed by Supernus with the SEC are available free of charge on Supernus’ website at www.supernus.com.

No Offer or Solicitation

This report and the information contained herein

is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities,

or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This report does

not constitute a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting

the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

Indivior and Supernus and their respective directors,

executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect

of the proposed transaction. Information about directors and executive officers of Indivior is available in the Indivior proxy statement

for its 2026 Annual Meeting, which was filed with the SEC on March 27, 2026. Information about directors and executive officers of

Supernus is available in the Supernus proxy statement for its 2026 Annual Meeting, which was filed with the SEC on April 30, 2026.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security

holdings or otherwise, can be found in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding

the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment

decisions. Investors may obtain free copies of these documents from Indivior and Supernus as indicated above.

Forward-Looking Statements

This report contains forward-looking statements

within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time,

oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements

are intended to provide Supernus’s and Indivior’s respective management’s current expectations or plans for our future

operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,”

“estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,”

“would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements,

although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other

factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements,

including statements regarding the proposed merger of equals of Supernus and Indivior, the expected timing of the closing, expectations

related to Indivior’s payment of the Special Dividend in connection with the closing, and the anticipated benefits and prospects

of the combined company, are based on management’s current expectations and are subject to risks and uncertainties that could cause

actual results to differ materially, including, among others: the risk that the proposed merger may not be completed in a timely manner

or at all; the failure to obtain the required approvals of Supernus’ or Indivior’s stockholders; the failure or delay in obtaining

required regulatory approvals, or the imposition of conditions in connection therewith; the failure to satisfy the other conditions to

closing; the possibility that a competing or superior acquisition proposal is made; the fact that the exchange ratio is fixed and will

not be adjusted for changes in the market price of Supernus or Indivior shares; the effect of the announcement, pendency or completion

of the transaction on the market price of Supernus and Indivior shares; the effect of the additional indebtedness incurred to fund the

Special Dividend on the combined company; the effects of business disruption resulting from the announcement or pendency of the transaction;

the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction on the parties’

ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions

during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions;

the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties

and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the risk that the

merger does not qualify for its intended treatment as a tax-free reorganization; the occurrence of any event that could give

rise to termination of the merger agreement, including in circumstances requiring payment of a termination fee; the risk of stockholder

litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international

conflict, trade disputes and tariffs; and the other risks identified in Supernus’ and Indivior’s filings with the SEC and

in the joint proxy statement/prospectus. There can be no assurance that the proposed merger will in fact be consummated or the contemplated

transactions including the Special Dividend in the manner described or at all. These forward-looking statements speak only as of the date

of this report and neither Supernus nor Indivior undertakes any obligation to update any forward-looking statement, except as required

by applicable law.

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 PHARMACEUTICALS, INC.

Date:

September 17, 2026

By:

/s/ Ryan Preblick

Name:

Ryan Preblick

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623753d7_ex99-1.htm · Sequence: 2

Exhibit 99.1

Indivior Pharmaceuticals, Inc. Declares

Special Cash Dividend

Payment of Special Dividend Contingent upon

Closing of the Pending Merger Transaction

Richmond,

Va., September 17, 2026 – Indivior Pharmaceuticals, Inc. (Nasdaq: INDV) (“Indivior”) today announced

that its Board of Directors declared a special cash dividend (the "Special Dividend") in the amount of (i) $8.13 per share

of Indivior common stock payable to holders of record of the issued and outstanding Indivior common stock as of October 30, 2026

(the “Special Dividend Record Date”) (such holders, the “Special Dividend Record Holders”) and (ii) $8.13

per share of Indivior common stock underlying Indivior equity awards on the Special Dividend Record Date payable, upon vesting of such

equity awards, to the holders of certain Indivior equity awards outstanding as of the Special Dividend Record Date (the “Special

Dividend Award Holders”).

Payment of the Special Dividend is subject to

and contingent upon the closing of Indivior’s previously announced merger transaction (the “Merger”) with Supernus Pharmaceuticals, Inc.

(“Supernus”) which is expected to be consummated on or about November 2, 2026, subject to, among other things, the approval

by Indivior stockholders of the issuance of Indivior common stock in connection with the Merger, the adoption of the Merger Agreement

by Supernus stockholders and the satisfaction or waiver of all conditions under the Merger Agreement. Indivior will not pay the Special

Dividend if the Merger is not completed for any reason. Assuming the Merger is consummated on November 2, 2026, payment of the Special

Dividend is anticipated to be made to eligible Special Dividend Record Holders on or about November 6, 2026. Supernus stockholders

will not be entitled to receive the Special Dividend with respect to any Indivior common stock received as consideration in the Merger.

About Indivior Pharmaceuticals

the leader in long-acting injectable treatments for opioid use disorder (OUD), Indivior is singularly focused on delivering evidence-based

treatment and advancing understanding of OUD as a chronic but treatable brain disease. For more than 25 years, we have revolutionized

the science of addiction medicine, developing treatments that help people move toward long-term recovery with independence and dignity.

Building on this heritage, we are ushering in a new era, renewing our commitment to individuals living with OUD and carrying forward what

matters most: compassion, integrity, and science. Together – with science, people living with OUD, public health champions, and

communities – we are powering recovery and renewing hope. Visit www.indivior.com to learn more. Connect with Indivior on

LinkedIn by visiting www.linkedin.com/company/Indivior.

Important Additional Information and Where

to Find It

connection with the proposed transaction, Indivior has filed with the SEC on September 11, 2026 a document that serves as a

prospectus of Indivior and a joint proxy statement of Indivior and Supernus (the “joint proxy statement/prospectus”). Each

party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE

URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and securityholders may obtain a free copy of the joint

proxy statement/prospectus and other relevant documents filed by Indivior and Supernus with the SEC at the SEC’s website at www.sec.gov.

Copies of the documents filed by Indivior with the SEC are available free of charge on Indivior’s website at www.indivior.com or

by contacting Indivior’s Investor Relations at InvestorRelations@indivior.com. Copies of the documents filed by Supernus with the

SEC are available free of charge on Supernus’ website at www.supernus.com.

No Offer or Solicitation

This communication is for informational purposes

only and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of

any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication does not constitute

a prospectus or prospectus equivalent document. No offer of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act of 1933, as amended.